AMERICAN MANAGEMENT SYSTEMS INC, 10-K, 1998-03-27

AMERICAN MANAGEMENT SYSTEMS INC
10-K, 1998-03-27
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

FORM 10-K

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
------ EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 1997

______ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From:________________ To:______________

Commission File No.: 0-9233

AMERICAN MANAGEMENT SYSTEMS, INCORPORATED
(Exact name of registrant as specified in its charter)

State of Incorporation: Delaware I.R.S. Employer
Identification No.: 54-0856778

4050 Legato Road
Fairfax, Virginia 22033

(Address of principal executive office)

Registrant's Telephone No., Including Area Code: (703) 267-8000

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act: Common Stock
Par Value $0.01

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes X No
------- ------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ____

The aggregate market value of voting stock held by non-affiliates of the
Registrant as of March 20, 1998 was $1,111,526,473.

As of March 20, 1998, 42,239,124 shares of common stock were outstanding.
<PAGE> 2

DOCUMENTS INCORPORATED BY REFERENCE

1. Pursuant to Form 10-K General Instruction G(2), registrant
hereby incorporates by reference those portions of the American Management
Systems, Incorporated 1997 Financial Report necessary to respond to items 5, 6,
7, and 8 of this Form 10-K.

2. Pursuant to Form 10-K General Instruction G(3), registrant
hereby incorporates by reference those portions of the American Management
Systems, Incorporated definitive Proxy Statement for the Annual Meeting of
Shareholders to be held May 8, 1998 necessary to respond to items 10, 11, 12,
and 13 of this Form 10-K.

i
<PAGE> 3

CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C> <C>
Part I Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . 4

Part II Item 5. Market for the Registrant's Common Stock
and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . 5

Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . 5

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . 5

Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . 5

Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . 5

Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . 5

Part III Item 10. Directors and Executive Officers of the Registrant . . . . . . . . . . 6

Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . 6

Item 12. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Item 13. Certain Relationships and Related Transactions . . . . . . . . . . . . 6

Part IV Item 14. Exhibits, Financial Statements and Schedules,
and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>

ii
<PAGE> 4
PART I

ITEM 1. BUSINESS

OVERVIEW

With 1997 revenues of $872 million, the business of American
Management Systems, Incorporated and its wholly-owned subsidiaries ("AMS" or
the "Company") is to partner with clients to achieve breakthrough performance
through the intelligent use of information technology. AMS provides a full
range of consulting services from strategic business analysis to the full
implementation of solutions that produce genuine results on time and within
budget. AMS measures success based on the results and business benefits
achieved by its clients.

AMS is a trusted business partner for many of the largest and
most respected organizations in the markets in which it specializes. Each
year, approximately 85-90% of the Company's revenue comes from clients it
worked with in previous years.

Organizations in AMS's target markets -- telecommunications
firms; financial services institutions; state and local governments and
education organizations; federal government agencies; and other corporate
clients -- have a crucial need to exploit the potential benefits of
information and systems integration technology. The Company helps clients
fulfill this need by continuing to build a professional staff which is
composed of experts in the necessary technical and functional disciplines;
managers who can lead large, complex systems integration projects; and
business and computer analysts who can devise creative solutions to complex
problems.

Another significant component of AMS's business is the
development of proprietary software products, either with its own funds or on
a cost-shared basis with other organizations. These products are principally
licensed as elements of custom tailored systems, and, to a lesser extent, as
stand-alone applications. The Company expended $50.6 million in 1997, $30.4
million in 1996, and $23.6 million in 1995 for research and development
associated with proprietary software; of which $30.7 million in 1997, $26.0
million in 1996, and $19.4 million in 1995 was expensed in the accompanying
financial statements. As a percentage of revenues, license and maintenance
fee revenues were less than 10% during each of the last three years.

In order to serve clients outside of the United States, AMS
has expanded internationally by establishing eighteen subsidiaries or foreign
branches. Exhibit 21 of this Form 10-K provides a complete listing of all
active AMS subsidiaries (and branches), showing name, year organized or
acquired, and place of incorporation. Revenues attributable to AMS's non-US
clients were approximately $248.6 million in 1997, $278.3 million in 1996,
and $178.2 million in 1995. Additional information on revenues, operating
profits, and assets attributable to AMS's geographic areas of operation is
provided in Note 12 of the consolidated financial statements appearing in
Exhibit 13 of this Form 10-K.

Founded in 1970, AMS services clients worldwide. AMS's
approximately 7,100 full-time employees serve clients from corporate
headquarters in Fairfax, Virginia and from 55 offices worldwide.

1
<PAGE> 5

TELECOMMUNICATIONS FIRMS

AMS markets systems consulting and integration services for
order processing, customer care, billing, accounts receivable, and
collections, both for local exchange and interexchange carriers and for
cellular telephone companies. Most of the Company's work involves developing
and implementing customized capabilities using AMS's application software
products as a foundation.

FINANCIAL SERVICES INSTITUTIONS

AMS provides information technology consulting and systems
integration services to money center banks, major regional banks, insurance
companies, and other large financial services firms. The Company specializes
in corporate and international banking, consumer credit management, customer
value and global risk management, bank management information systems, and
retirement plan systems.

STATE AND LOCAL GOVERNMENTS AND EDUCATION

AMS markets systems consulting and integration services and
application software products to state, county, and municipal governments for
financial management, tax and revenue management, human resources, social
services, public safety and transportation functions, and environmental
systems. The Company also markets services and application software products
to universities and colleges.

FEDERAL GOVERNMENT AGENCIES

The Company's clients include civilian and defense agencies
and aerospace companies. Assignments require knowledge of agency programs and
management practices as well as expertise in computer systems integration.
AMS's work for defense agencies often involves specialized expertise in
engineering and logistics.

OTHER CORPORATE CLIENTS

The Company also solves information systems problems for the
largest firms in other industries, including health care organizations and
firms in the gas and electric utilities industry. AMS has systems
integration and operations projects with several large organizations and
intends to pursue more. AMS provides technical training and technical
consulting services in software technology for large-scale business systems.

PEOPLE

People are AMS's most important asset and its success depends
on its ability to attract and motivate especially well-qualified people. The
Company's largest investment in recent years has been in recruiting,
assimilating, and developing its people.

AMS recruited and successfully assimilated approximately 2,100
new staff members in 1997, including 410 in Europe. About one-half of the
new staff members came from the Company's college and university recruiting
program.

AMS recruits individuals for a career and hires a balanced mix
of recent university graduates and experienced professionals who have
demonstrated extraordinary technical, analytical, or management skills. A
large number have advanced degrees in management, computer science, public
policy, or engineering.

2
<PAGE> 6
Individuals are assigned to one of the Company's
market-oriented groups to develop expertise in the areas needed for solving
its clients' problems. Performance, in terms of productivity, quality of
work, and creativity in solving problems, determines an individual's
advancement. This motivates staff members to increase their knowledge of
AMS's clients' businesses and industries, to stay current with the technology
most suited to AMS's clients, and to develop the consulting and managerial
skills needed to produce results.

COMPETITIVE FACTORS

AMS's competition comes primarily from the management services
units of large public accounting firms and consulting and systems integration
firms. In addition, prospective clients may decide to perform projects with
their in-house staff.

AMS seeks to meet this competition by exploiting its
industry-specific knowledge, its expertise with important business functions
and with new technologies, its proprietary computer application products, and
its experience in managing very large design and implementation projects.
Although price is always a factor in clients' decisions, it is typically not
the major factor. Other important factors are proven experience, the
capabilities of the proposed computer application products, the quality of
the proposed staff, and the proposed completion time for the project.

MARKETING, CONTRACTS, AND SIGNIFICANT CUSTOMERS

Marketing is performed principally by the senior staff
(executive officers, vice presidents, senior principals, and principals) and
by a relatively small number of full-time salespersons for each large market.
In the U.S. Government markets, AMS replies selectively to requests for
proposals, concentrating on those closely related to previous work done for
the same or similar customers. Certain of the Company's software products
and computer services are sold by a small group of full-time salespersons
and, for those products and services, AMS advertises in trade publications
and exhibits at industry conventions.

For large systems integration projects, AMS typically
contracts for one phase (design, development, and implementation) at a time.
Many contracts may be canceled by the customer on short notice with
appropriate compensation to the Company for actual work performed. Most
contracts with federal government agencies allow for termination for the
convenience of the government and for an annual audit. No contracts are
subject to renegotiation at the client's option. AMS generally contracts
either on the basis of reimbursement of costs plus a fixed fee, a fixed or
ceiling price for each phase, unit rates for time and materials used, or
services sold at unit prices. In most cases, AMS receives monthly or
milestone progress payments.

In 1997, the Company worked on projects directly for 93 U.S.
Government clients, representing a total of $171.5 million, or 19.7%, of
revenues. No other customer accounted for 10% or more of revenues in 1997.

3
<PAGE> 7
ITEM 2. PROPERTIES

Headquartered in Fairfax, Virginia, the Company's principal
operations occupy approximately 941,000 square feet of office space under
leases expiring through 2011. The Company also has other long-term lease
commitments totaling approximately 581,500 square feet with varying
expirations through 2014 at other locations throughout the United States.

Additionally, the Company's international staff occupies
approximately 258,700 square feet of office space outside of the U.S. at
locations under leases expiring through 2003.

With regard to its operating environment, the Company is
provided with a mainframe processor environment at the IBM Dedicated
Processor Center in Irving, Texas. In addition to the peripherals, power,
and environmentals provided by the Dedicated Processor Center, the Company
owns other mainframe peripheral equipment and microcomputers, and leases an
IBM communications processor.

The Company believes its facilities and equipment continue to
be adequate for its business as currently conducted.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders
during the fourth quarter of 1997.

4
<PAGE> 8
PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS

Market information for the Company's common stock contained in
the Company's 1997 Financial Report is incorporated herein by reference in
accordance with General Instruction G(2) of Form 10-K.

ITEM 6. SELECTED FINANCIAL DATA

Selected financial data contained in the Company's 1997
Financial Report is incorporated herein by reference in accordance with
General Instruction G(2) of Form 10-K.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Management's discussion and analysis of financial condition
and results of operations contained in the Company's 1997 Financial Report is
incorporated herein by reference in accordance with General Instruction G(2)
of Form 10-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements of the Company, together
with the report thereon of Price Waterhouse LLP, and the supplementary
financial information, contained in the Company's 1997 Financial Report, are
incorporated herein by reference in accordance with General Instruction G(2)
of Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

None.

5
<PAGE> 9
PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information relating to the directors and executive officers of the
Company contained in the Company's definitive Proxy Statement for the Annual
Meeting of Shareholders to be held May 8, 1998, is incorporated herein by
reference. The Company's definitive Proxy Statement will be filed within 120
days after the close of the Company's fiscal year in accordance with General
Instruction G(3) of Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

Information relating to executive compensation contained in the
Company's definitive Proxy Statement for the Annual Meeting of Shareholders
to be held May 8, 1998, is incorporated herein by reference. The Company's
definitive Proxy Statement will be filed within 120 days after the close of
the Company's fiscal year in accordance with General Instruction G(3) of Form
10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

Information relating to the security ownership of certain beneficial
owners and management contained in the Company's definitive Proxy Statement
for the Annual Meeting of Shareholders to be held May 8, 1998, is
incorporated herein by reference. The Company's definitive Proxy Statement
will be filed within 120 days after the close of the Company's fiscal year in
accordance with General Instruction G(3) of Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information relating to certain relationships and related
transactions contained under the headings "Principal Stockholders",
"Compensation Committee Interlocks and Insider Participation" and "Certain
Transactions" in the Company's definitive Proxy Statement for the Annual
Meeting of Shareholders to be held May 8, 1998, is incorporated herein by
reference. The Company's definitive Proxy Statement will be filed within 120
days after the close of the Company's fiscal year in accordance with General
Instruction G(3) of Form 10-K.

6
<PAGE> 10
PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES, AND REPORTS ON
FORM 8-K

(a) 1. FINANCIAL STATEMENTS

The consolidated financial statements of American
Management Systems, Incorporated and subsidiaries filed are as follows:

Consolidated Statements of Operations for
1997-95

Consolidated Balance Sheets as of December
31, 1997 and 1996

Consolidated Statements of Cash Flows for
1997-95

Consolidated Statements of Changes in
Stockholders' Equity for 1997-95

Notes to Consolidated Financial Statements

Report of Independent Accountants

2. FINANCIAL STATEMENT SCHEDULE

The financial statement schedule of American
Management Systems, Incorporated and subsidiaries filed is as follows:

Report of independent accountants on
financial statement schedules

Schedule II - Valuation and Qualifying
Accounts for 1997-1995

All other schedules are omitted because they are not
applicable, or the required information is shown in the financial statements
or the notes thereto or in Management's Discussion and Analysis of Financial
Condition and Results of Operations.

Individual financial statements of the Company and
each of its subsidiaries are omitted because the Company is primarily an
operating company, and all subsidiaries included in the consolidated
financial statements being filed, in the aggregate, do not have a minority
equity interest in and/or indebtedness to any person other than the Company
or its consolidated subsidiaries in amounts which together exceed five
percent of the total assets as shown by the most recent year-end consolidated
balance sheet.

7
<PAGE> 11

3. EXHIBITS

The exhibits to the Annual Report on Form 10-K of
American Management Systems, Incorporated filed are as follows:

3. Articles of Incorporation and By-laws

3.1 Second Restated Certificate of
Incorporation of the Company, (incorporated herein by reference to Exhibit 3
of the Company's 1995 Annual Report on Form 10-K).

3.2 By-Laws of the Company, as amended
and restated February 27, 1998.

10. Material Contracts

10.1 1996 Amended Stock Option Plan F,
(incorporated herein by reference to Exhibit A to the Company's definitive
Proxy Statement filed on April 11, 1997).

10.2 Outside Directors Stock-for-Fees
Plan (incorporated herein by reference to Exhibit C to the Company's definitive
Proxy Statement filed on April 10, 1996).

10.3 1992 Amended and Restated Stock
Option Plan E, as amended (incorporated herein by reference to Exhibit B to the
Company's definitive Proxy Statement filed on April 17, 1995).

10.4 Executive Deferred Compensation
Plan, as amended September 1, 1997.

10.5 Outside Director Deferred
Compensation Plan, effective January
1, 1997.

10.6 Multi-Currency Revolving Credit
Agreement dated as of January 9, 1998 among the Company, certain of the
Company's subsidiaries, the Lenders named therein, and NationsBank N.A. as
administrative agent and Wachovia Bank N.A., as documentation agent.

10.7 Agreement of Lease between Joshua
Realty Corporation and the Company, dated August 10, 1992, as amended.

10.8 Office Lease Agreement between Hyatt
Plaza Limited Partnership and the Company, dated August 12, 1993, as amended.

10.9 Lease Agreement between Fairfax
Gilbane, L.P. and the Company, dated February 15, 1994, as amended.

10.10 Deed of Lease between Principal
Mutual Life Insurance Company and the Company, dated December 1996.

8
<PAGE> 12
<TABLE>
<CAPTION>
<S> <C>
23. Consent of Independent Accountants

27. Financial Data Schedules

27.1 Financial Data Schedule for the twelve
months ended December 31, 1997.

27.2 Restated Financial Data Schedule for the
twelve months ended December 31, 1996

27.3 Restated Financial Data Schedule for the
twelve months ended December 31, 1995.

27.4 Restated Financial Data Schedule for the
nine months ended September 30, 1997.

27.5 Restated Financial Data Schedule for the
six months ended June 30, 1997.

27.6 Restated Financial Data Schedule for the
three months ended March 31, 1997.

27.7 Restated Financial Data Schedule for the
nine months ended September 30, 1996.

27.8 Restated Financial Data Schedule for the
six months ended June 30, 1996.

27.9 Restated Financial Data Schedule for the
three months ended March 31, 1996.

(b) REPORTS ON FORM 8-K

None
</TABLE>

9
<PAGE> 13
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT
SCHEDULE

To the Board of Directors of
American Management Systems, Incorporated

Our audits of the consolidated financial statements referred to in our
report dated February 18, 1998 appearing on page 22 of the 1997 Financial
Report of American Management Systems, Incorporated (which report and
consolidated financial statements are incorporated by reference in this
Annual Report on Form 10-K) also included an audit of the Financial Statement
Schedule listed in Item 14(a) of this Form 10-K. In our opinion, this
Financial Statement Schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.

PRICE WATERHOUSE LLP

Washington, D.C.
February 18, 1998

10
<PAGE> 14
Schedule II

VALUATION AND QUALIFYING ACCOUNTS
(In millions)

<TABLE>
<CAPTION>
1997 1996 1995
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Allowance for Doubtful Accounts
-------------------------------
Balance at Beginning of Period $ 18.9 $ 4.9 $ 3.3

Allowance Accruals 10.6 15.2 1.6

Charges Against Allowance (24.5) (1.2) -
------- ------ --------
Balance at End of Period $ 5.0 $ 18.9 $ 4.9
======= ====== ========

Deferred Tax Asset Valuation Allowance
--------------------------------------
Balance at Beginning of Period $ 0.4 $ 2.8 $ -

Allowance Accruals 0.1 0.4 2.8

Charges Against Allowance - (2.8) -
------- ------ --------
Balance at End of Period $ 0.5 $ 0.4 $ 2.8
======= ====== ========

Provision for Contract Loss
---------------------------
Balance at Beginning of Period $ 18.5 $ - $ -

Allowance Accruals - 18.5 -

Charges Against Provision (18.5) - -
------- ------ --------
Balance at End of Period $ - $ 18.5 $ -
======= ====== ========

</TABLE>

11
<PAGE> 15
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on the 27th of
March, 1998.

American Management Systems, Incorporated

by s/Philip M. Giuntini
--------------------------------
Philip M. Giuntini
President

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following officers and directors of the
Registrant in the capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ------------- --------------
<S> <C> <C> <C>
(i) Principal Executive Officer:

s/Paul A. Brands Chairman and March 27, 1998
------------------------------- Chief Executive
Paul A. Brands Officer

(ii) Principal Financial Officer:

s/Frank A. Nicolai Secretary and March 27, 1998
------------------------------- Treasurer
Frank A. Nicolai

(iii) Principal Accounting Officer:

s/Nancy Yurek Controller March 27, 1998
-------------------------------
Nancy Yurek

(iv) Directors:

s/Daniel J. Altobello Director March 27, 1998
-------------------------------
Daniel J. Altobello

</TABLE>

12
<PAGE> 16
<TABLE>
<CAPTION>
Signature Title Date
--------- --------------- --------------
<S> <C> <C>
s/Paul A. Brands Director March 27, 1998
-------------------------------
Paul A. Brands

s/James J. Forese Director March 27, 1998
------------------------------
James J. Forese

s/Philip M. Giuntini Director March 27, 1998
-------------------------------
Philip M. Giuntini

s/Patrick W. Gross Director March 27, 1998
-------------------------------
Patrick W. Gross

s/Dorothy Leonard Director March 27, 1998
-------------------------------
Dorothy Leonard

s/W. Walker Lewis Director March 27, 1998
-------------------------------
W. Walker Lewis

s/Frederic V. Malek Director March 27, 1998
-------------------------------
Frederic V. Malek

s/Frank A. Nicolai Director March 27, 1998
-------------------------------
Frank A. Nicolai

s/Alan G. Spoon Director March 27, 1998
-------------------------------
Alan G. Spoon

</TABLE>

13
<PAGE> 17
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C> <C>
3.1 Second Restated Certificate of Incorporation of the Company, *
(incorporated herein by reference to Exhibit 3 of the
Company's 1995 Annual Report on Form 10-K).

3.2 By-laws of the Company, as amended and restated February 27,
1998.

10.1 1996 Amended Stock Option Plan F, (incorporated herein by *
reference to Exhibit A to the Company's definitive Proxy
Statement filed on April 11, 1997).

10.2 Outside Directors Stock-for-Fees Plan (incorporated herein by *
reference to Exhibit C to the Company's definitive Proxy
Statement filed on April 10, 1996).

10.3 1992 Amended and Restated Stock Option Plan E, as amended *
(incorporated herein by reference to Exhibit B to the
Company's definitive Proxy Statement filed on April 17, 1995).

10.4 Executive Deferred Compensation Plan, as amended
September 1, 1997.

10.5 Outside Director Deferred Compensation Plan, effective January
1, 1997.

10.6 Multi-Currency Revolving Credit Agreement dated as of January 9,
1998 among the Company, certain of the Company's Subsidiaries,
the Lenders named therein, and NationsBank N.A. as
administrative agent and Wachovia Bank N.A., as Documentation
agent.

10.7 Agreement of Lease between Joshua Realty Corporation and the
Company, dated August 10, 1992, as amended.

10.8 Office Lease Agreement between Hyatt Plaza Limited Partnership
and the Company, dated August 12, 1993, as amended.

10.9 Lease Agreement between Fairfax Gilbane, L.P. and the Company,
Dated February 15, 1994, as amended.

10.10 Deed of Lease between Principal Mutual Life Insurance Company
and the Company, dated December 1996.
</TABLE>

- ------------
*Previously filed.

14
<PAGE> 18
\ EXHIBIT INDEX

Exhibit
Number Description
------- -----------

23. Consent of Independent Accountants

27.1 Financial Data Schedule for the twelve months
ended December 31, 1997.

27.2 Restated Financial Data Schedule for the
twelve months ended December 31, 1996.

27.3 Restated Financial Data Schedule for the
twelve months ended December 31, 1995.

27.4 Restated Financial Data Schedule for the
nine months ended September 30, 1997.

27.5 Restated Financial Data Schedule for the
six months ended June 30, 1997.

27.6 Restated Financial Data Schedule for the
three months ended March 31, 1997.

27.7 Restated Financial Data Schedule for the
nine months ended September 30, 1996.

27.8 Restated Financial Data Schedule for the
six months ended June 30, 1996.

27.9 Restated Financial Data Schedule for the
three months ended March 31, 1996.

15
<PAGE> 19

Exhibit 13

Set forth following this page is the Company's 1997 Financial Report which
is Exhibit 13 to the Company's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission. The 1997 Financial Report constitutes
pages 17 to 51 of the Form 10-K. Accordingly, the page immediately preceding
this page is numbered 15 and the page following Exhibit 13 is numbered 52.

16
<PAGE> 20

Exhibit 13

AMERICAN MANAGEMENT SYSTEMS, INCORPORATED

1997 FINANCIAL REPORT

CONTENTS

- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Business of AMS 1

Financial Statements and Notes 3

Report of Independent Accountants 22

Management's Discussion and Analysis of Financial
Condition and Results of Operations 23

Assumptions Underlying Certain Forward-Looking
Statements and Factors That May Affect Future Results 30

Five-Year Financial Summary 32

Five-Year Revenues by Target Market 33

Selected Quarterly Financial Data and Information
on AMS Stock 34

Other Information 35

</TABLE>
<PAGE> 21
BUSINESS OF AMS

OVERVIEW

With 1997 revenues of $872 million, the business of American
Management Systems, Incorporated and its wholly-owned subsidiaries ("AMS" or
the "Company") is to partner with clients to achieve breakthrough performance
through the intelligent use of information technology. AMS provides a full
range of consulting services from strategic business analysis to the full
implementation of solutions that provide genuine results, on time and within
budget. AMS measures success based on the results and business benefits
achieved by its clients.

AMS is a trusted business partner for many of the largest and most
respected organizations in the markets in which it specializes. Each year,
approximately 85-90% of the Company's business comes from clients it worked
with in previous years.

Organizations in AMS's target markets -- telecommunications firms;
financial services institutions; state and local governments and education
organizations; federal government agencies; and other corporate clients -- have
a crucial need to exploit the potential benefits of information and systems
integration technology. The Company helps clients fulfill this need by
continuing to build a professional staff which is composed of experts in the
necessary technical and functional disciplines; managers who can lead large,
complex systems integration projects; and business and computer analysts who
can devise creative solutions to complex problems.

Another significant component of AMS's business is the development of
proprietary software products, either with its own funds or on a cost-shared
basis with other organizations. These products are principally licensed as
elements of custom tailored systems and, to a lesser extent, as stand-alone
applications. The Company expended $50.6 million in 1997, $30.4 million in
1996, and $23.6 million in 1995 for research and development associated with
proprietary software; of which $30.7 million in 1997, $26.0 million in 1996,
and $19.4 million in 1995 was expensed in the accompanying financial
statements. As a percentage of revenues, license and maintenance fee revenues
were less than 10% during each of the last three years.

In order to serve clients outside of the United States, AMS has
expanded internationally by establishing eighteen subsidiaries or foreign
branches. Exhibit 21 of this Form 10-K provides a complete listing of all
active AMS subsidiaries (and branches), showing name, year organized
(acquired), and place of incorporation. Revenues attributable to AMS's non-US
clients were approximately $248.6 million in 1997, $278.3 million in 1996, and
$178.2 million in 1995. Additional information on revenues, operating profits,
and assets attributable to AMS's geographic areas of operation is provided in
Note 12 of the consolidated financial statements appearing elsewhere in this
financial report.

Founded in 1970, AMS services clients worldwide. AMS's approximately
7,100 full-time employees serve clients from corporate headquarters in Fairfax,
Virginia and from 55 offices worldwide.

1
<PAGE> 22
TELECOMMUNICATIONS FIRMS

AMS markets systems consulting and integration services for order
processing, customer care, billing, accounts receivable, and collections, both
for local exchange and interexchange carriers and for cellular telephone
companies. Most of the Company's work involves developing and implementing
customized capabilities using AMS's application software products as a
foundation.

FINANCIAL SERVICES INSTITUTIONS

AMS provides information technology consulting and systems integration
services to money center banks, major regional banks, insurance companies, and
other large financial services firms. The Company specializes in corporate and
international banking, consumer credit management, customer value and global
risk management, bank management information systems, and retirement plan
systems.

STATE AND LOCAL GOVERNMENTS AND EDUCATION

AMS markets systems consulting and integration services, and
application software products, to state, county, and municipal governments for
financial management, tax and revenue management, human resources, social
services, public safety and transportation functions, and environmental
systems. The Company also markets services and application software products
to universities and colleges.

FEDERAL GOVERNMENT AGENCIES

The Company's clients include civilian and defense agencies and
aerospace companies. Assignments require knowledge of agency programs and
management practices as well as expertise in computer systems integration.
AMS's work for defense agencies often involves specialized expertise in
engineering and logistics.

OTHER CORPORATE CLIENTS

The Company also solves information systems problems for the largest
firms in other industries, including health care organizations and firms in the
gas and electric utilities industry. AMS has systems integration and
operations projects with several large organizations and intends to pursue
more. AMS provides technical training and technical consulting services in
software technology for large scale business systems.

2
<PAGE> 23
FINANCIAL STATEMENTS AND NOTES

American Management Systems, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

EXPENSES
Client Project Expenses 502.3 525.9 348.6
Other Operating Expenses 266.2 210.4 192.3
Corporate Expenses 49.5 48.3 40.8
------- ------- -------
818.0 784.6 581.7

INCOME FROM OPERATIONS 54.3 27.6 50.7

OTHER (INCOME) EXPENSE
Interest Expense 5.8 3.2 2.3
Other Income (2.9) (1.8) (1.4)
------- ------- -------
2.9 1.4 0.9
INCOME BEFORE INCOME TAXES 51.4 26.2 49.8

INCOME TAXES 20.2 10.7 20.6
------- ------- -------
NET INCOME $ 31.2 $ 15.5 $ 29.2
======= ======= =======
WEIGHTED AVERAGE SHARES 41.4 40.7 39.7
======= ======= =======
BASIC NET INCOME PER SHARE $ 0.75 $ 0.38 $ 0.73
======= ======= =======
WEIGHTED AVERAGE SHARES AND EQUIVALENTS 42.3 41.9 40.7
======= ======= =======
DILUTED NET INCOME PER SHARE $ 0.74 $ 0.37 $ 0.72
======= ======= =======

</TABLE>

- ----------------
See Accompanying Notes to Consolidated Financial Statements.

3
<PAGE> 24
American Management Systems, Inc.

CONSOLIDATED BALANCE SHEETS

FIXED ASSETS
Equipment 67.0 62.0
Furniture and Fixtures 22.4 18.4
Leasehold Improvements 13.9 10.7
------ ------
103.3 91.1
Accumulated Depreciation and Amortization (58.1) (43.1)
------ ------
45.2 48.0

OTHER ASSETS
Purchased and Developed Computer Software (Net of
Accumulated Amortization of $63,400,000 and
$50,500,000) 58.0 40.2
Intangibles (Net of Accumulated Amortization of
$3,200,000 and $2,600,000) 6.0 6.3
Other Assets (Net of Accumulated Amortization of
$815,000 and $15,700,000) 13.3 5.9
------ ------
77.3 52.4
------ ------

TOTAL ASSETS $421.4 $424.2
====== ======
</TABLE>

- ----------------
See Accompanying Notes to Consolidated Financial Statements.

4
<PAGE> 25
American Management Systems, Inc.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
December 31 (In millions except per share data) 1997 1996
- ----------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CURRENT LIABILITIES
Notes Payable and Capitalized Lease Obligations $ 7.5 $ 53.5
Accounts Payable 10.5 19.6
Accrued Incentive Compensation 24.7 36.1
Other Accrued Compensation and Related Items 32.2 32.3
Deferred Revenues 39.8 20.6
Other Accrued Liabilities 3.5 2.7
Provision for Contract Losses - 18.5
Income Taxes Payable 8.8 7.8
------ ------
127.0 191.1
Deferred Income Taxes 3.0 7.7
------ ------
130.0 198.8

NONCURRENT LIABILITIES
Notes Payable and Capitalized Lease Obligations 27.9 13.7
Other Accrued Liabilities 9.5 1.4
Deferred Income Taxes 15.3 7.2
------ ------
52.7 22.3
------ ------

TOTAL LIABILITIES 182.7 221.1

STOCKHOLDERS' EQUITY
Preferred Stock ($0.10 Par Value; 4,000,000 Shares
Authorized, None Issued or Outstanding)
Common Stock ($0.01 Par Value; 100,000,000 Shares
Authorized, 50,115,057 and 49,598,673 Issued and
41,544,299 and 40,939,209 Outstanding) 0.5 0.5
Capital in Excess of Par Value 84.1 75.0
Retained Earnings 188.5 157.3
Currency Translation Adjustment (8.0) (1.1)
Common Stock in Treasury, at Cost (8,570,758 and
8,659,464 Shares) (26.4) (28.6)
------ ------
238.7 203.1
------ ------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $421.4 $424.2
====== ======

</TABLE>

- ----------------
See Accompanying Notes to Consolidated Financial Statements.

5
<PAGE> 26
American Management Systems, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year Ended December 31 (In millions) 1997 1996 1995
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 31.2 $ 15.5 $ 29.2
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation 17.9 16.1 13.6
Amortization 16.8 23.2 16.6
Deferred Income Taxes 3.2 (9.8) 6.0
Provision for Doubtful Accounts 10.6 15.2 1.6
Provision for Contract Losses (18.5) 18.5 -
Changes in Assets and Liabilities:
Increase in Trade Receivables (3.7) (56.8) (66.5)
Decrease (Increase) in Prepaid Expenses and Other
Current Assets 4.8 (4.3) (2.3)
Increase in Other Assets (8.2) (7.3) (9.1)
(Decrease) Increase in Accrued Incentive Compensation (9.1) 11.2 14.1
(Decrease) Increase in Accounts Payable and Other Accrued
Compensation and Liabilities (0.1) 19.0 8.7
Increase (Decrease) in Deferred Revenues 19.0 (5.7) 0.6
Increase in Income Taxes Payable 1.0 5.5 0.5
------- ------- -------
Net Cash Provided by Operating Activities 64.9 40.3 13.0
------- ------- -------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets (15.9) (27.5) (22.5)
Purchase of Computer Software (2.3) (5.6) (2.3)
Investment in Software Products (31.6) (13.8) (13.7)
Other Investments and Intangibles 0.4 0.5 0.4
Proceeds from Sale of Fixed Assets and Computer Software 0.9 0.7 0.5
------- ------- -------
Net Cash Used in Investing Activities (48.5) (45.7) (37.6)
------- ------- -------

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings 20.0 30.4 26.5
Payments on Borrowings (51.7) (6.7) (5.4)
Proceeds from Common Stock Options Exercised 9.1 9.5 5.3
Payments to Acquire Treasury Stock (0.1) (0.5) (0.8)
------- ------- -------
Net Cash (Used) Provided by Financing Activities (22.7) 32.7 25.6
------- ------- -------
(Decrease) Increase in Currency Translation Adjustment (6.9) (0.3) 0.6
------- ------- -------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (13.2) 27.0 1.6

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 62.8 35.8 34.2
------- ------- -------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 49.6 $ 62.8 $ 35.8
======= ======= =======

NON-CASH OPERATING AND FINANCING ACTIVITIES:
Treasury Stock Utilized to Satisfy Accrued
Incentive Compensation Liability $ 2.3 $ 3.4 $ 2.9

</TABLE>

- ----------------
See Accompanying Notes to Consolidated Financial Statements.

6
<PAGE> 27
American Management Systems, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In millions)

<TABLE>
<CAPTION>
Common
Stock Capital in Currency Total
(Par Value Excess of Translation Retained Treasury Stockholders'
$0.01) Par Value Adjustment Earnings Stock Equity
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1994 $0.5 $60.2 $(1.4) $112.6 $(33.6) $138.3

Common Stock Options Exercised - 3.3 3.3
Tax Benefit Related to Exercise of
Common Stock Options 1.9 1.9
Currency Translation Adjustment 0.7 0.7
Common Stock Repurchased (0.8) (0.8)
Restricted Stock Awarded 2.9 2.9
1995 Net Income 29.2 29.2
---- ----- ----- ------ ----- -----
Balance, December 31, 1995 0.5 65.4 (0.7) 141.8 (31.5) 175.5

Common Stock Options Exercised - 5.1 5.1
Tax Benefit Related to Exercise of
Common Stock Options 4.5 4.5
Currency Translation Adjustment (0.4) (0.4)
Common Stock Repurchased (0.5) (0.5)
Restricted Stock Awarded 3.4 3.4
1996 Net Income 15.5 15.5

---- ----- ----- ------ ----- -----
Balance at December 31, 1996 0.5 75.0 (1.1) 157.3 (28.6) 203.1

Common Stock Options Exercised - 4.1 4.1
Tax Benefit Related to Exercise of
Common Stock Options 5.0 5.0
Currency Translation Adjustment (6.9) (6.9)
Common Stock Repurchased (0.1) (0.1)
Restricted Stock Awarded 2.3 2.3
1997 Net Income 31.2 31.2

---- ----- ----- ------ ----- -----
Balance at December 31, 1997 $0.5 $84.1 $(8.0) $188.5 $(26.4) $238.7
==== ===== ===== ====== ====== ======

</TABLE>

- ----------------
See Accompanying Notes to Consolidated Financial Statements.

7
<PAGE> 28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

The business of American Management Systems, Incorporated and its
wholly-owned subsidiaries ("AMS" or the "Company") is to partner with clients
to achieve breakthrough performance through the intelligent use of information
technology. AMS is an international business and information technology
consulting firm that provides a full range of services: business
re-engineering, change management, systems integration, and systems development
and implementation. AMS is headquartered in Fairfax, Virginia, with offices in
55 cities worldwide. The Company's primary target markets include
telecommunications firms, financial services institutions, state and local
governments and education, federal government agencies and other corporate
clients.

A. Revenue Recognition

Revenues on fixed-price contracts are generally recorded using the
percentage of completion method based on the relationship of costs incurred to
the estimated total costs of the project. Revenues on cost reimbursable
contracts and time and material contracts are recorded as labor and other
expenses are incurred.

Revenues from licenses of "off-the-shelf" software products, where the
Company has insignificant remaining obligations, are recorded at the time of
delivery, less a proportionate amount deferred to cover the costs required to
complete the performance of the contract which is later recognized on a
percentage of completion basis. In contracts where the Company has significant
obligations to customize the software, all revenues are recognized on a
percentage of completion basis. Revenues from software maintenance contracts
are recognized ratably over the maintenance period.

On benefit-funded contracts (contracts whereby the amounts due the
Company are earned based on actual benefits derived by the client), the Company
defers recognition of revenues until that point at which management can
predict, with reasonable certainty, that the benefit stream will generate
amounts sufficient to fund the contract. From that point forward revenues are
recognized on a percentage of completion basis.

When adjustments in contract value or estimated costs are determined,
any changes from prior estimates are reflected in earnings in the current
period. Any anticipated losses on contracts in progress are charged to
earnings when identified. The costs associated with cost-plus government
contracts are subject to audit by the U.S. Government. In the opinion of
management, no significant adjustments or disallowances of costs are
anticipated beyond those provided for in the financial statements.

B. Software Development Costs

The Company develops proprietary software products using its own
funds, or on a cost-shared basis with other organizations, and records such
activities as research and development. These software products are then
licensed to customers, either as stand-alone applications, or as elements of
custom-built systems.

The Company accounts for software development costs in accordance with
Statement of Financial Accounting Standards No. 86 -- "Accounting for the Costs
of Computer Software to be Sold, Leased, or Otherwise Marketed". For projects
funded by the Company, significant development costs incurred beyond the point
of demonstrated technological feasibility are capitalized and, after the
product is available for general release to customers, such costs are amortized
on a straight-line basis

8
<PAGE> 29
over a period of 3 to 5 years, or other such shorter period as might be
required. For projects where the Company has a funding partner, the capital
asset is reduced by the amount collected from the partner. The Company
recorded $12.5 million of amortization in 1997, $9.3 million of amortization in
1996, and $9.5 million of amortization in 1995. Unamortized costs were $51.9
million and $32.7 million at December 31, 1997 and 1996, respectively. In
1997, the Company reduced the unamortized costs by $4 million representing
collections from a funding partner. The Company evaluates the net realizable
value of capitalized software using the estimated, undiscounted, net-cash flows
of the underlying products.

The Company expended $50.6 million in 1997, $30.4 million in 1996, and
$23.6 million in 1995 for research and development associated with proprietary
software; of which $30.7 million in 1997, $26.0 million in 1996, and $19.4
million in 1995 was expensed in the accompanying financial statements.

The Company capitalizes costs incurred for the development or purchase
of internal use software at the time when the evaluation and selection of
performance requirements are completed and management authorizes funding of the
project. Once the product is substantially complete, capitalized costs are
amortized on a straight-line basis over the estimated useful life of the
software.

Purchased software licenses are to be accounted for as set forth in
Note 1.C.

C. Fixed Assets, Purchased Computer Software Licenses and Intangibles

Fixed assets and purchased computer software licenses are recorded at
cost. Furniture, fixtures, and equipment are depreciated over estimated useful
lives ranging from 3 to 10 years. Leasehold improvements are amortized ratably
over the lesser of the applicable lease term or the useful life of the
improvement. For financial statement purposes, depreciation is computed using
the straight-line method. Purchased software licenses are amortized over two
to five years using the straight-line method. Intangibles are generally
amortized over 5 to 15 years.

D. Income Taxes

Deferred tax liabilities and assets are determined based on the
difference between the financial statement and tax bases of assets and
liabilities, using enacted tax rates for the year in which the differences are
expected to reverse.

Deferred income taxes are provided for timing differences in
recognizing certain income, expense, and credit items for financial reporting
purposes and tax reporting purposes. Such deferred income taxes primarily
relate to the methods of accounting for revenue, capitalized software
development costs, restricted stock, and the timing of deductibility of certain
reserves and accruals for income tax purposes. A valuation allowance is
recorded if it is "more likely than not" that some portion or all of a deferred
tax asset will not be realized.

E. Earnings Per Share

In February 1997, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 128, "Earnings per Share". The Company adopted SFAS No. 128 in
the year ended December 31, 1997 as required and restated earnings per share
("EPS") data for all prior periods to conform with SFAS No. 128.

9
<PAGE> 30
SFAS No. 128 replaces the presentation of Primary EPS with a
presentation of Basic EPS. SFAS No. 128 also requires dual presentation of
basic and diluted EPS on the face of the statement of operations and requires a
reconciliation of the numerator and denominator used in the basic and fully
diluted EPS computations. Basic EPS excludes dilution and is computed by
dividing net income by the weighted average of common shares outstanding for
the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock.

F. Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents. The carrying
amount approximates fair value because of the short maturity of these
instruments.

G. Currency Translation

For operations outside the United States that prepare financial
statements in currencies other than the U.S. dollar, the Company translates
income statement amounts at the average monthly exchange rates throughout the
year. The Company translates assets and liabilities at exchange rates
prevailing as of the Balance Sheet date. The resulting translation adjustments
are shown as a separate component of Stockholders' Equity.

H. Principles of Consolidation

The consolidated financial statements include the accounts of American
Management Systems, Incorporated and its wholly-owned subsidiaries. All
significant intercompany transactions have been eliminated.

I. Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Future actual results could be different due to these
estimates. Significant estimates inherent in the preparation of the
accompanying consolidated financial statements include: management's forecasts
of contract costs and progress towards completion which are used to determine
revenue recognition under the percentage-of-completion method, management's
estimates of allowances for doubtful accounts, tax valuation allowances, and
management's estimates of the net realizable value of purchased and developed
computer software and intangible assets.

J. Foreign Currency Hedging

The Company enters into foreign exchange contracts as a hedge of
intercompany balance sheet transactions. Market value gains and losses are
recognized, and the resulting credit or debit offset foreign exchange gains or
losses on those transactions. For 1997, the Company entered into two such
short-term contracts with de minimis value.

K. Reclassification

Certain prior year information has been reclassified to conform with
current year presentations.

10
<PAGE> 31
L New Accounting Pronouncements

In June 1997, the FASB issued SFAS No. 130 entitled "Reporting
Comprehensive Income", which became effective January 1, 1998. SFAS No. 130
establishes standards for reporting and display of comprehensive income and its
components. All items that are required to be recognized under accounting
standards as components of comprehensive income must be reported in a financial
statement that is displayed with the same prominence as other financial
statements. The Company's principal components of comprehensive income are net
income and foreign currency translation adjustments. Given the uncertainty
with foreign exchange rates, the Company can not estimate the impact of this
pronouncement. This standard will become effective for the Company's 1998
quarterly reporting beginning in the first quarter of 1998.

In June 1997, the FASB also issued SFAS No. 131 entitled "Disclosures
about Segments of an Enterprise and Related Information" which will become
effective for the Company's 1998 calendar year financial statements and will
apply to quarterly reporting beginning in the first quarter of 1999. This
Statement may change the way public companies, having segments, report
information about their business in annual financial statements and may require
them to report selected segment information in their quarterly reports issued
to stockholders. It also requires entity-wide disclosures about the products
and services an entity provides, the material countries in which it holds
assets and reports revenues, and its major customers. The Company is currently
evaluating the standard to determine the impact on its reporting and disclosure
requirements.

In October 1997, the American Institute of Certified Public
Accountants (AICPA) issued Statement of Position 97-2, "Software Revenue
Recognition" (SoP 97-2), which provides guidance in recognizing revenue on
contracts with multiple elements including software licenses and services, and
superseded the previous authoritative literature (SoP 91-1). The SoP is
effective for the Company for transactions entered into after December 31,
1997. In February 1998, the AICPA proposed deferring, for one year, the
implementation date for certain provisions of SoP 97-2. The Company does not
currently believe that the application of SoP 97-2 will have a material impact
on its historical practice with respect to the timing of revenue recognition in
its consolidated financial statements, subject to the proposed one year
deferral of certain provisions. The Company has not determined the effect of
implementing SoP 97-2 if the provisions are not deferred when the one year
proposed deferral expires.

In March 1998, the AICPA issued Statement of Position 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use" (SoP 98-1). The SoP is effective for the Company's 1999 fiscal
year and requires capitalization of costs related to developing or obtaining
internal-use software. Adoption of the SoP is not expected to materially
affect results of operations, as the Company is currently accounting for
internal-use software generally in accordance with the provisions of this SoP.

NOTE 2 -- SIGNIFICANT CUSTOMERS

Total revenues from the U.S. Government, comprising 93 clients in
1997, 90 clients in 1996, and 72 clients in 1995, were approximately $171.5
million in 1997, $113.0 million in 1996, and $97.1 million in 1995. No other
customer accounted for 10% or more of total revenues in 1997, 1996, or 1995.

11
<PAGE> 32
NOTE 3 -- ACCOUNTS AND NOTES RECEIVABLE

<TABLE>
<CAPTION>
December 31 (In millions) 1997 1996
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Trade Accounts Receivable
Amounts Billed $193.1 $205.7
Amounts Not Billed 45.3 48.2
Contract Retention 5.4 11.7
------ ------
Total 243.8 265.6

Other Receivables 2.1 1.0
Allowance for Doubtful Accounts (5.0) (18.9)
------ ------
Total $240.9 $247.7
====== ======

</TABLE>

The Company enters into large, long-term contracts and, as a result,
periodically maintains individually significant receivable balances with
certain major clients. At December 31, 1997, the eight largest individual
receivable balances totaled approximately $72 million. No other receivable
exceeded $5 million. The Company expects to receive all funds due from these
clients.

Management believes that credit risk, with respect to the Company's
receivables, is low due to the credit worthiness of its clients and the
diversification of its client base across different industries and geographies.
In addition, the Company is further diversified in that it enters into a range
of different types of contracts, such as fixed price, cost plus, time and
material, and benefits funded contracts. The Company may also, from time to
time, work as a subcontractor on particular contracts. The Company performs
ongoing evaluations of contract performance as well as an evaluation of the
client's financial condition.

NOTE 4 -- NOTES PAYABLE AND CAPITALIZED LEASE OBLIGATIONS

On December 24, 1996, the Company entered into a syndicated $100
million Multi-Currency Revolving Credit ($80 million) and Term Loan ($20
million) Agreement with Wachovia Bank, NationsBank and Commerzbank. This
Agreement replaced the two revolving credit agreements (the NationsBank
Agreement and the Wachovia Agreement), totaling $70 million that the Company
had immediately preceding the execution of the new credit facility, although
outstanding borrowings under the NationsBank Agreement continued in force until
they matured in January 1997. On January 6, 1997, a Term Loan of $20 million
was funded. The Term Loan bears an interest rate of 6.94%, with monthly
interest payments on the unpaid principal balance and quarterly principal
payments commencing in April 1999.

The Agreement described above contains certain covenants with which
the Company must comply. These include (i) maintaining a total debt to total
capitalization ratio of not greater than 0.5 to 1.0, (ii) maintaining a fixed
charge cover ratio of not less than 2.5 to 1.0, (iii) restrictions on using net
worth to acquire other companies or transferring assets to a subsidiary, and
(iv) restrictions on declaring or paying cash dividends. At December 31, 1997,
the Company was in compliance with all covenants under the Agreement.

Effective January 9, 1998, the Company entered into a syndicated
five-year $120 million Multi-Currency Revolving Credit with NationsBank and
Wachovia Bank (the "1998 Agreement") as agents. This agreement replaces the
$100 million Multi-Currency Revolving Credit Agreement with Wachovia Bank,
NationsBank and Commerzbank; the Term Loan, which remains outstanding, is now
governed by the 1998 Agreement.

12
<PAGE> 33
The aggregate weighted average borrowings under all revolving credit
agreements was approximately $41.3 million in 1997, and $29.2 million in 1996,
at daily weighted average interest rates of approximately 6.6% in 1997 and 5.2%
in 1996. The maximum borrowed under all agreements was $63.1 million in 1997
and $49.2 million in 1996. At December 31, 1997, the Company had $1.8 million
outstanding under its revolving credit facility, and $33.6 million in term
loans.

The Company and most of its existing subsidiaries can borrow funds
under the 1998 Agreement in any of the approved currencies subject to certain
minimum amounts per borrowing. Interest on such borrowings will generally
range from LIBOR plus 12.5 basis points to LIBOR plus 45 basis points
depending on the ratio of total debt to earnings before interest, taxes,
depreciation, and amortization. The Company must also pay a facility fee
ranging from 12.5 basis points to 20 basis points of the total facility, based
on the same performance measure. Based on such measures at December 31, 1997,
interest payments during 1998 will be based on LIBOR plus 22.5 basis points and
the facility fee will be 12.5 basis points.

The 1998 Agreement, and the term loan, contains certain covenants with
which the Company must comply. These include: (i) maintain at the end of each
fiscal quarter for the four fiscal quarters ending on such date a fixed charge
coverage ratio of not less than 2.25 to 1.0, as of December 31, 1997 and March
31, 1998, increasing to 2.5 to 1.0 for the quarter ending June 30, 1998 and
thereafter, (ii) maintain total debt to EBITDA ratio of no more than 3.0 to
1.0, (iii) restrictions on using net worth to acquire other companies or
transferring assets to a subsidiary, and (iv) restrictions on declaring or
paying cash dividends in any one fiscal year in excess of twenty-five percent
of its net income for such year.

The following schedule summarizes the total outstanding notes and
capitalized lease obligations. Differences between the face value and the fair
value are considered immaterial.

<TABLE>
<CAPTION>
December 31 (In millions) 1997 1996
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
Revolving Line-of-Credit $ 1.8 $46.8

Unsecured Notes With Interest at 5.25% - 6.94%
Principal and Interest Payable Monthly Through
January 2004 33.6 20.4

----- -----
Total Notes Payable and Capitalized Lease Obligations $35.4 $67.2
===== =====

Principal amounts are repayable as shown below:
1998 $ 7.5
1999 5.3
2000 5.2
2001 5.1
2002 and Beyond 12.3
-----
35.4
Less Current Portion 7.5
-----
Long-Term Portion $27.9
=====

</TABLE>
Interest paid by the Company totaled $5.8 million in 1997, $3.2
million in 1996, and $2.3 million in 1995.

13
<PAGE> 34
NOTE 5 -- EQUITY SECURITIES

At December 31, 1997, the Company had a stock option plan, 1992
Amended and Restated Stock Option Plan E, as amended (the "1992 Plan E"), under
which the Company was authorized to issue up to 3,375,000 shares of common
stock as incentive stock options ("ISOs") or nonqualified stock options
("NSOs"). The 1992 Plan E, which was approved by the shareholders in May 1992,
replaced Stock Option Plan E ("Plan E"). On May 10, 1996, the shareholders
approved a new stock option plan for the Company, Stock Option Plan F ("Plan
F") under which an additional 3,800,000 shares of common stock may be issued as
ISOs or NSOs. On February 21, 1997, the Board of Directors then adopted
certain amendments to Plan F resulting in 1996 Amended Stock Option Plan F
("Amended Plan F") which was approved by the shareholders at the May 9, 1997
annual meeting.

Under all plans, the exercise price of an ISO granted is not less than
the fair market value of the common stock on the date of grant and for NSOs,
the exercise price is either the fair market value of the common stock on the
date of the grant or, when granted in connection with one-year performance
periods under the Company's incentive compensation program, the exercise price
may be determined by a formula selected by the Board or appropriate Board
committee that is based on the fair market value of the common stock as of a
date, or for a period, that is within three months of the date of grant. In
cases where the average market value exceeds the exercise price on the date of
grant, the differential is recorded as compensation expense. Under all plans,
options expire up to eight years from the date of grant. Options granted are
exercisable immediately, in monthly installments, or at a future date, as
determined by the appropriate Board committee or as otherwise specified in the
plan.

At December 31, 1997, there were 152,633 shares available for the
grant of future options under 1992 Plan E and 2,849,806 shares available under
Amended Plan F. No options remain available for grant under any previous stock
option plan. At its February 1998 meeting, the Board terminated 1992 Plan E.
No grants had been made under this plan since 1996. The following table
summarizes information with respect to stock options outstanding at December
31, 1997.

<TABLE>
<CAPTION>
Options Exercisable
Total Options Outstanding at 12/31/97 at 12/31/97
----------------------------------------------- -----------------------------------
Weighted
Average
Remaining Weighted Weighted
Contractual Average Average
Range of Number Life Exercise Number Exercise
Exercise Prices of Shares (Years) Price of Shares Price
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 3.59 - $ 8.44 650,075 1.65 $ 7.51 550,265 $ 7.44
8.61 - 10.11 645,196 0.41 8.94 616,035 8.94
10.17 - 13.62 655,277 2.85 12.28 536,594 12.55
13.83 - 17.50 733,971 4.44 16.89 546,303 17.22
18.25 - 24.00 664,176 3.57 22.36 531,518 22.75
24.62 - 35.62 430,607 5.67 27.70 178,950 28.62
----------- -----------
3,779,302 2.98 $15.31 2,959,665 $14.52
</TABLE>

The Company has chosen to continue to account for stock-based
compensation using the method prescribed in APB Opinion No. 25, "Accounting
for Stock Issued to Employees." In 1996, the Company adopted, for disclosure
purposes only, Statement of Financial Accounting Standards No. 123, "Accounting
for Stock Based Compensation" (SFAS No. 123).

14
<PAGE> 35
If the Company determined compensation cost for these plans in
accordance with SFAS No. 123, the Company's pro-forma net income and earnings
per share for fiscal year 1997 and 1996 would have been decreased to the
pro-forma amounts indicated below:

<TABLE>
<CAPTION>
December 31 (in millions, except per share data): 1997 1996
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Reported Net Income $31.2 $15.5
===== =====
Pro-Forma Net Income $26.8 $13.1
===== =====
Reported Basic Net Income per Share $0.75 $0.38
===== =====
Pro-Forma Basic Net Income per Share $0.65 $0.32
===== =====
Reported Diluted Net Income per Share $0.74 $0.37
===== =====
Pro-Forma Diluted Net Income per Share $0.64 $0.31
===== =====

</TABLE>

The SFAS No. 123 method of accounting does not apply to options
granted prior to January 1, 1995, and accordingly, the resulting pro-forma
compensation cost may not be representative of that to be expected in future
years.

The Company has eight-year and five-year options. For disclosure
purposes, the fair value of each stock option grant is estimated on the date of
grant using the Black-Scholes option-pricing model. Under the Black-Scholes
model, the total value of the eight-year options granted in 1997 and 1996 was
$2.2 million and $1.8 million, respectively, which would be amortized on a
graded vesting schedule on a pro-forma basis over a seven-year period. The
weighted-average fair value of the eight-year stock options granted in 1997 and
1996 was $10.56 and $12.36, respectively. The total value of the five-year
stock options granted in 1997 and 1996 was $5.5 million and $5.0 million,
respectively, which would be amortized ratably on a pro-forma basis over a
five-year period (which varies between four months and five years). The
weighted-average fair value of the five-year stock options granted in 1997 and
1996 was $7.28 and $8.06, respectively.

Additionally, the following weighted-average assumptions were used for
both the eight-year and five-year stock options granted in 1997 and 1996,
respectively.

<TABLE>
<CAPTION>
Eight Year Five Year
--------------------- --------------------
December 31 1997 1996 1997 1996
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Expected Volatility 39.96% 38.01% 39.65% 36.35%

Risk-Free Interest Rate 5.60% 6.48% 6.29% 5.58%

Expected Life 5 yrs 5 yrs 4 yrs 4 yrs

Expected Dividend Yield 0% 0% 0% 0%

</TABLE>

15
<PAGE> 36
Additional information with respect to stock options awarded pursuant
to such plans is summarized in the following schedule.

<TABLE>
<CAPTION>
Number of Weighted
Option Average
Shares Exercise Price
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Balance At December 31, 1994: 3,242,551 $ 7.51
Options Granted 737,752 13.53
Options Canceled 9,486 8.36
Options Exercised 566,235 5.86
Balance Outstanding at December 31, 1995 3,404,582 9.09

For the Year Ended December 31, 1996:
Options Granted 769,451 23.84
Options Canceled 26,495 16.67
Options Exercised 730,782 7.16
Balance Outstanding at December 31, 1996 3,416,756 12.76

For the Year Ended December 31, 1997:
Options Granted 964,335 20.77
Options Canceled 85,405 19.60
Options Exercised 516,384 7.94
Balance Outstanding at December 31, 1997 3,779,302 15.31

</TABLE>

At its February 1995 meeting, the Board authorized the Company to
expend up to $10 million to repurchase additional shares of its common stock,
from time to time, for its stock-based benefit plans or for other corporate
purposes. The Company repurchased 3,358, 24,600, and 60,000 shares of its
common stock during 1997, 1996, and 1995, respectively, totaling $1.4 million.

NOTE 6 - EARNINGS PER SHARE RECONCILIATION

<TABLE>
<CAPTION>
Year Ended December 31 (In millions except per share data) 1997 1996 1995
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Basic Earnings per Share Computation
------------------------------------
Net Income (Numerator) $ 31.2 $15.5 $29.2
------ ------ ------
Weighted Average Shares (Denominator) 41.4 40.7 39.7
------ ------ ------
Basic Net Income per Share $ 0.75 $ 0.38 $ 0.73
====== ====== ======
Diluted Earnings per Share Computation
- --------------------------------------
Net Income (Numerator) $ 31.2 $15.5 $29.2
------ ------ ------
Weighted Average Shares and Equivalents:
Weighted Average Shares 41.4 40.7 39.7
Shares Issuable Upon Exercise of Stock Options 2.9 3.5 3.5
Less Shares Assumed to be Repurchased at Fair Market Value (2.0) (2.3) (2.5)
------ ------ ------
Total Weighted Average Shares and Equivalents (Denominator) 42.3 41.9 40.7
------ ------ ------
Diluted Net Income per Share $ 0.74 $ 0.37 $ 0.72
====== ====== ======

</TABLE>

16
<PAGE> 37
NOTE 7 -- INCOME TAXES

<TABLE>
<CAPTION>
Year Ended December 31 (In millions) 1997 1996 1995
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income before income taxes for the year ended
December 31 was derived in the following jurisdictions:
U.S. $ 25.7 $ 8.7 $ 42.6
Non-U.S. 25.7 17.5 7.2
------- ------- -------
$ 51.4 $ 26.2 $ 49.8
======= ======= =======

The provision for income taxes is comprised of the following:
Current:
U.S. $ 3.3 $ 10.4 $ 9.4
State 0.3 1.4 1.8
Non-U.S. 13.3 8.7 3.4
Deferred:
U.S. 3.2 (4.3) 5.4
State 0.6 (0.5) 0.6
Non-U.S. (0.5) (5.0) -
------- ------- -------
Total Provision $ 20.2 $ 10.7 $ 20.6
======= ======= =======
The differences between the U.S. federal statutory income tax
as measured based on pre-tax income and the Company's
effective rate are:
U.S. federal statutory income tax rate 35.0% 35.0% 35.0%
State income taxes, net of federal benefit 1.6% 1.9% 3.8%
Change in valuation allowance 0.2% (9.1%) 2.5%
Research tax credits (3.6%) (3.0%) (0.9%)
Meals and entertainment 3.7% 5.7% 2.2%
Goodwill and Other Non-deductibles 0.4% 1.6% -
Benefit of Subsidiary Conversion (1.7%) - -
Impact of Non-US jurisdictions 6.0% 4.3% (1.0%)
Other (2.3)% 4.4% (0.2%)
------- ------- -------
E ffective Rate 39.3% 40.8% 41.4%
======= ======= =======

</TABLE>

17
<PAGE> 38
<TABLE>
<CAPTION>
Year Ended December 31 (In millions) 1997 1996 1995
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
The tax effect of temporary differences that give rise to
significant portions of the deferred tax assets and deferred
tax liabilities at December 31 are as follows:
Deferred Tax Assets:
Deferred Revenue $ 1.5 $ 2.4 $ 2.9
Restricted Stock 3.6 3.2 3.0
Accrued Leave Costs 3.4 2.9 2.2
Allowance for Doubtful Accounts 4.2 13.9 2.2
Loss and Credit Carryforwards 9.0 5.4 2.8
Other 5.0 (1.9) 2.0
------- ------- -------
Subtotal 26.7 25.9 15.1
Valuation Allowance (0.5) (0.4) (2.8)
------- ------- -------
Total Deferred Tax Assets $ 26.2 $ 25.5 $ 12.3
------- ------- -------

Deferred Tax Liabilities:
Unbilled Receivables $ (20.4) $ (26.9) $ (20.4)
Capitalized Software (21.0) (12.6) (10.0)
Other (3.1) (0.9) (6.6)
------- ------- -------
Total Deferred Tax Liabilities (44.5) (40.4) (37.0)
------- ------- -------
Net Deferred Tax Liabilities $ (18.3) $ (14.9) $ (24.7)
======= ======= =======

</TABLE>

The net changes in total valuation allowance for the years ending
December 31, 1997 and 1996 were an increase of $0.1 million and a decrease of
$2.4 million, respectively. Certain of the Company's foreign subsidiaries have
net operating losses, the majority of such losses carry forward over an
indefinite period.

The Company has not provided U.S. federal income and foreign withholding
taxes on $26.6 million of non-U.S. subsidiaries' undistributed earnings as of
December 31, 1997, because such earnings are intended to be reinvested
indefinitely or have already been taxed at rates in excess of the U.S. federal
rate. If these earnings were distributed, foreign tax credits would become
available under current law to reduce or eliminate the resulting U.S. Income
tax liability. Where excess cash has accumulated in the Company's non-US
subsidiaries and it is advantageous for tax or foreign exchange reasons,
subsidiary earnings are remitted.

The Company paid income taxes of approximately $14.9 million, $14.3
million, and $16.4 million, in 1997, 1996, and 1995, respectively.

NOTE 8 - DEFERRED COMPENSATION PLAN

The Company has deferred compensation plans which were implemented in
late 1996, and permit eligible employees and directors to defer a specified
portion of their compensation. The deferred compensation earns a specified
rate of return. As of year end 1997 and 1996 the Company had accrued $10.4
million and $2.1 million, respectively, for its obligations under these plans.
The Company expensed $0.6 million in 1997, related to the earnings by the
deferred compensation plan participants.

18
<PAGE> 39
To fund these plans, the Company purchases corporate-owned life
insurance contracts. Proceeds from the insurance policies are payable to the
Company upon the death of the insured. The cash surrender value of these
policies, included in "Other Assets", was $9.6 million at December 31, 1997.
There were no outstanding loans at December 31, 1997 on these policies.

NOTE 9 -- EMPLOYEE PENSION PLAN

The Company has a simplified employee pension plan, which became
effective January 1, 1980. Contributions are based on the application of a
percentage specified by the Company to the qualified gross wages of eligible
employees. The Company makes annual contributions to the plan equal to the
amount accrued for pension expense. Total expense of the plan was $9.8 million
in 1997, $8.3 million in 1996, and $6.3 million in 1995.

NOTE 10 -- COMMITMENTS AND CONTINGENCIES

The Company occupies production facilities and office space (real
property) and uses various pieces of equipment under operating lease
agreements, expiring at various dates through the year 2014.

The commitments under these agreements, as of December 31, 1997, are
summarized in the table below. Payments under the real property leases are
generally subject to escalation based upon increases in the Consumer Price
Index, operating expenses, and property taxes.

Gross Rentals and Maintenance Payments

<TABLE>
<CAPTION>
(In millions) Real Property Equipment Total
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1998 $ 33.7 $10.3 $ 44.0
1999 35.3 6.6 41.9
2000 32.3 1.9 34.2
2001 29.7 0.2 29.9
2002 26.8 - 26.8
2003 through 2014 151.9 - 151.9
------ ----- ------

Total $309.7 $19.0 $328.7
====== ===== ======

</TABLE>
Operating lease expense for 1997, 1996, and 1995 was approximately
$46.5 million, $34.1 million, and $27.9 million, respectively.

The Company has an extended leave program for titled employees that
provides for compensated leave of eight weeks after seven years of service.
The leave is not vested and can be taken only at the discretion of management.
Because of the extended period over which the leave accumulates and the highly
discretionary nature of the program, the amount of extended leave accumulated
at any period end which will ultimately be taken is indeterminable.
Consequently, the Company expenses such leave as it is taken.

The Company has entered into a bank guarantee due upon request for
performance under one of its contracts. At December 31, 1997 the Company had
$6.3 million outstanding under such bank guarantee.

19
<PAGE> 40

AMS performs, at any point in time, under a variety of contracts for
many different clients. Situations can occasionally arise where factors may
result in the renegotiation of existing contracts. Additionally, certain
contracts may provide the client the right to suspend or terminate the
contracts. To the extent any contracts may provide the client with such
rights, the contracts generally provide for AMS to be compensated for work
performed to date and may include provisions for payment of certain termination
costs. However, business and other considerations may at times influence the
ultimate outcome of contract renegotiations, suspension and/or cancellation.
As of December 31, 1997, management is not aware of any major contract where
there was a risk of suspension, termination or significant renegotiation which
would materially impact the Company's financial position or results of
operations other than those already provided for in the financial statements of
the Company.

NOTE 11 -- RELATED PARTY TRANSACTIONS

The Company incurred legal fees and reimbursable expenses payable to
Shaw, Pittman, Potts & Trowbridge, general counsel to the Company, totaling
approximately $4.0 million, $2.7 million, and $2.5 million, in 1997, 1996, and
1995, respectively. A member of the firm of Shaw, Pittman, Potts & Trowbridge
is the spouse of an executive officer of the Company who resigned in November
1997.

NOTE 12 -- BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION

AMS operates in one industry segment -- providing computer and
information technology products and services to large clients in targeted
vertical markets. However, AMS markets its services and products worldwide and
its operations can be grouped into two main geographic areas according to the
location of each AMS company. The two groupings consist of United States
locations and non-US locations (primarily in Australia, Belgium, Canada,
England, France, Germany, Mexico, Poland, Portugal, Spain, Sweden, Switzerland,
and The Netherlands). Pertinent financial data, by geographic area, is
summarized below.

<TABLE>
<CAPTION>
Year Ended December 31 (In millions) 1997 1996 1995
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues
U.S. Companies $682.2 $645.2 $557.2
Non-US Companies 190.1 167.0 75.2
------ ------ ------
Consolidated Total 872.3 812.2 632.4
====== ====== ======
Income From Operations
U.S. Companies 26.8 8.0 44.4
Non-US Companies 27.5 19.6 6.3
------ ------ ------
Consolidated Total 54.3 27.6 50.7
====== ====== ======
Identifiable Assets
U.S. Companies 389.7 355.0 290.0
Non-US Companies 31.7 69.2 47.5
------ ------ ------
Consolidated Total $421.4 $424.2 $337.5
====== ====== ======

</TABLE>

20
<PAGE> 41
Revenues from AMS's U.S. Companies include export sales to non-US
clients of $58.5 million in 1997, $111.3 million in 1996, and $103.0 million in
1995. As a result, the Company's total non-US client revenues were as follows:

Total Non-US Client Revenues $248.6 $278.3 $178.2
====== ====== ======

Percent of Total Revenues 28.5% 34.3% 28.2%
====== ====== ======

</TABLE>

21
<PAGE> 42
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
American Management Systems, Incorporated

In our opinion, the accompanying consolidated financial statements
appearing on pages 3 to 21 of the 1997 Financial Report present fairly, in all
material respects, the financial position of American Management Systems,
Incorporated and its subsidiaries at December 31, 1997 and 1996, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1997, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
the Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP

Washington, D.C.
February 18, 1998

22
<PAGE> 43
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

RESULTS OF OPERATIONS

The following table sets forth for the periods indicated the percentage of
total revenues of major items in the Consolidated Statements of Operations and
the percentage change in such items from period to period (see "Financial
Statements and Notes"). The effect of inflation and price changes on the
Company's revenues, income from operations, and expenses, is generally
comparable to the general rate of inflation in the U.S. economy.

<TABLE>
<CAPTION>
Period-to-Period
Percentage of Total Revenues Change
---------------------------- ----------------
1997 1996
vs. vs.
1997 1996 1995 1996 1995
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 7.4 28.4%

Expenses
Client Project Expenses 57.6 64.8 55.1 (4.5) 50.9
Other Operating Expenses 30.5 25.9 30.4 26.5 9.4
Corporate Expenses 5.7 5.9 6.5 2.5 18.4
------- ------- -------
93.8 96.6 92.0 4.3 34.9

Income from Operations 6.2 3.4 8.0 96.7 (45.6)
Other (Income) Expense 0.3 0.2 0.1 107.1 55.6
------- ------- -------
Income Before Income Taxes 5.9 3.2 7.9 96.2 (47.4)
Income Taxes 2.3 1.3 3.3 88.8 (48.1)
------- ------- -------
Net Income 3.6 1.9 4.6 101.3 (46.9)
Weighted Average Shares 1.7 2.5
Basic Net Income per Share 97.4 (47.9)
Weighted Average Shares and Equivalents 1.0 2.9
Diluted Net Income per Share 100.0 (48.6)
</TABLE>

23
<PAGE> 44
RESULTS OF OPERATIONS (continued)

This Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A") contains certain forward-looking statements. In
addition, the Company or its representatives from time to time may make, or may
have made, certain forward-looking statements, orally or in writing, including,
without limitation, any such statements made in this MD&A, press releases, or
any such statements made, or to be made, in the MD&A contained in other filings
with the Securities and Exchange Commission. The Company wishes to ensure that
such forward-looking statements are accompanied by meaningful cautionary
statements so as to ensure, to the fullest extent possible, the protections of
the safe harbor established by the Private Securities Litigation Reform Act of
1995. Accordingly, such forward-looking statements made by, or on behalf of,
the Company are qualified in their entirety by reference to, and are
accompanied by, the discussion herein of important factors that could cause the
Company's actual results to differ materially from those projected in such
forward-looking documents.

REVENUES

Revenues increased 7% and 28% during 1997 and 1996 compared to the
preceding year. Approximately 85-90% of each year's revenues come from clients
for whom the Company performed services in prior years. Looking ahead to 1998,
the Company expects continued growth, at higher rates of increase than were
experienced in 1997.

Business with non-US clients decreased 11% during 1997 to $249 million
while it increased 56% in 1996 to $278 million. Business with non-US clients
represents 28% and 34% of the Company's total revenues for 1997 and 1996,
respectively. This was the first year (1997) since the Company began its
international expansion in 1989 in which non-US revenues have declined on a
comparative basis. These decreases were primarily due to two factors. The
first factor is the termination of work with the non-US telecommunications
client, Telecom Securicor Cellular Radio Limited ("Cellnet"), that had been the
subject of prior statements by the Company dating back to the fourth quarter of
1996. The Company announced the termination of the Cellnet contract in a press
release dated August 13, 1997. The second factor is the unexpected
cancellation at the end of August 1997 by Swiss Telecom of the second phase of
the Customer Care and Billing Systems project, after the successful completion
of phase one of such project. The Company announced the cancellation of the
Swiss Telecom contract in a press release dated September 4, 1997. If revenues
from both such contracts were excluded from total revenues for 1997 and 1996,
all other business with non-US clients increased 6% and 29%, during the twelve
months of 1997 and 1996, respectively. For the year 1998, the Company expects
non-US business, and European business in particular, to show little or no
growth over 1997, owing principally to the impacts of the two clients discussed
above.

In the Telecommunications Firms market, a market which is
characterized by large projects with relatively few clients, revenues decreased
16% compared to 1996 while there was an increase of 38% comparing 1996 to 1995.
Non-US revenues decreased 20% and increased 65%, again compared to the 1996 and
1995 periods. These decreases are predominantly attributable to the
termination of work on the Cellnet and Swiss Telecom contracts mentioned above,
especially Cellnet. Excluding revenues from these two contracts, non-US
revenues in this market from other contracts remained flat in 1997 and
increased 30% in 1996. Revenues from all other telecommunications clients
(both US and non-US, but excluding these two contracts) were approximately the
same in 1997 when compared to 1996, and such revenues increased 17% between
1996 and 1995.

For the year 1998, the Company expects revenues in this market to be
approximately equal to Telecommunications Firms revenues for 1997. The lack of
growth reflects several factors: the need to replace revenues from the Cellnet
and Swiss Telecom contracts, Company initiated slowdown in business development
in the fall of 1996 which market pipeline is just now increasing,
reorganization of

24
<PAGE> 45
management and market orientation in this market, and the need to upgrade
software. The Company has begun development of its generation of customer
care and billing software, known as "Tapestry", well underway through a
significant contract with a European client. As that client is sharing part of
the cost of the development, collections from that contract will not contribute
to revenue growth in this market in 1998, but instead reduce capitalized
software costs. A majority of the development effort is being capitalized.
There remain risks in this market. Competition for experienced staff is
especially intense in the telecommunications field, and staffing remains one of
the Company's critical challenges for the Telecommunication Firms market.
Additionally, the Company has entered various emerging markets. Contracts in
emerging markets can pose higher delivery risks, however, than the Western
European and U.S. markets in which the Company previously concentrated.

In the Financial Services Institutions target market, 1997 revenues
increased 17% over 1996, owing principally to build-ups in business with
clients who started large projects in the second half of 1996 and several new
projects in 1997. Revenues for this market, although strong generally, were
somewhat lower than expectations due to differences with a European client on
the scope of one project that led ultimately in the fourth quarter to
termination of that contract. Business with non-US clients, primarily European,
account for approximately 32% of the revenues in this market ($68 million).
Comparing 1996 to 1995, business in this market had increased 23% owing to new
business in late 1995. For 1998, the Company expects demand in the market to
remain strong, but faces staffing constraints in this market as well. The
Company anticipates revenue growth in this market to increase at rates somewhat
above the Company's overall revenue growth.

In the State and Local Governments and Education target market,
revenues increased 22% in 1997 and 32% in 1996. The 1997 increase was fueled
by several large contracts with state taxation departments looking to make
substantial improvements in their ability to collect delinquent taxes and
several new engagements for financial and revenue systems. On certain of the
contracts with state taxation departments, the Company's fees are paid out of
the benefits (increased collections) that the client achieves. On
benefit-funded contracts (contracts whereby the amounts due the Company are
earned based on actual benefits derived by the client), the Company defers
recognition of revenues until that point at which management can predict, with
reasonable certainty, that the benefit stream will generate amounts sufficient
to fund the contract. From that point forward revenues are recognized on a
percentage of completion basis. At the end of 1997, all such contracts had
provided enough benefits to fund the work. In 1998, because the Company has
begun several new large multi-year benefits-funded contracts, revenues from
certain of those contracts are not likely to be recognized until later periods.
The Company enjoys strong demand in this market. The Company has over $500
million in signed contracts in the State and Local Governments and Education
market, to be performed over the next several years. Revenues in the State and
Local Governments and Education market are expected to increase in 1998 at
rates exceeding the increase in the Company's overall revenues.

Revenues in the Federal Government Agencies target market increased
39% in 1997 and 22% in 1996. This increase was attributable to the award of a
significant multi-year contract with the Department of Defense for its Standard
Procurement System (SPS) which accounted for 40% of the 1997 growth in this
market. In addition, there was increased business with existing clients and
new business with both defense and civilian agencies. The Company expects
revenues in this target market, for 1998, to increase at rates ahead of the
overall growth rate of the Company, but not as high as the rates of increase in
this market when comparing 1997 to 1996. These revenue increases will
continue to be driven primarily by the SPS contract.

Revenues from Other Corporate Clients decreased 11% in 1997 and
increased 4% during 1996. For 1998, revenues from this market, which
represents business in smaller vertical markets, are expected to increase at
rates below the Company's overall growth in revenues owing to the expected
increased work with health care and electric and gas utilities clients, being
at least partially offset by decreases in various other projects.

25
<PAGE> 46
EXPENSES

Client project expenses and other operating expenses together
increased 4% during 1997, which was slightly lower than the growth rate in
revenues. Comparing 1996 to 1995, client project and other operating expenses
increased 36%. Included in this increase for both 1997 and 1996 are the
provisions and charges the Company recorded with respect to various client
projects, totaling $7.2 million for 1997 and $31.1 million for 1996. The
relevant clients included Cellnet, Swiss Telecom, a Financial Services
Institutions client and in the fourth quarter of 1997 a receivable from a
foreign government experiencing cash flow difficulties which had been owing for
several years. In 1996, the Company recorded losses expected in 1997 related
to the Cellnet project. These expenses were partially offset by significant
reductions in performance-based incentive compensation accruals for the senior
managers in the business units. Without these provisions and charges, client
project and other operating expenses in 1996 would have increased by 31% over
1995, generally in line with the overall growth of the Company for 1996.
Looking to 1998, the Company anticipates that growth in these expenses
generally will be in line with the revenue growth.

Corporate Expenses increased 2% and 18%, in 1997 and 1996,
respectively. The 1997 and 1996 rates of increase were offset in part by
sharply reduced performance-based incentive compensation accruals for the
corporate officers and minimal profit-based compensation accruals under the
Company's restricted stock program, both owing to the material impact of the
Cellnet and Swiss Telecom contracts discussed earlier. In addition, the lower
rate of growth in corporate expenses reflects the Company's focus on
controlling expenses. For the year 1998, the Company expects these expenses to
grow slightly above the Company's revenue growth.

INCOME FROM OPERATIONS

Income from operations increased 97% in 1997 and decreased 46% in
1996. These fluctuations were principally due to the charges associated with
the non-US client projects discussed above. Absent these charges, income from
operations would have increased 31% in 1996, comparable to the growth in
revenues and in line with the Company's expectations. For 1997, as the Company
was successful in controlling its overall growth rate, the Company's profit
margins improved, but not at the level expected at the beginning of 1997, due
primarily to the significant amount of management and staff resources that have
been consumed in attempting to resolve the issues with the non-US client
projects, delays in redeploying personnel from those projects, and attrition of
personnel in that market higher than the Company's historical norms. For
1998, the Company will continue to manage growth and expects to improve on the
profit margins.

OTHER (INCOME) EXPENSE

Interest expense increased 81% in 1997, compared to 1996, because of
significant increases in short-term borrowing to finance accounts receivable,
especially those of one of its foreign subsidiaries and the addition of the $20
million term loan signed in January 1997. It is expected that interest expense
in 1998 will be significantly lower, compared to 1997, because of lower average
outstanding borrowings. Other income increased 61% in 1997, compared to 1996,
due primarily to additional income from landlord-initiated building moves,
which the landlord payments exceeded the actual costs to move.

26
<PAGE> 47
INCOME TAXES

The Company's effective tax rate for 1997 was 39.3% compared to 40.8%
in 1996. During the fourth quarter of 1997, the Company determined that it
would be able to take advantage of a recent change in U.S. tax law that allowed
certain U.S. tax benefits to accrue in cases where a U.S. company has foreign
subsidiaries with accumulated losses in excess of the equity invested. The
Company took advantage of this new law and was able to lower its 1997 tax rate,
which benefit will not be recurring. The 1995 effective tax rate was 41.4%.
The Company expects that its effective tax rate in 1998 will be generally
consistent with its historical rates.

FOREIGN CURRENCY EXCHANGE

Approximately 28% of the Company's total revenues in 1997, 34% in
1996, and 28% in 1995, were derived from non-US clients. The Company's
practice is to negotiate contracts in the same currency in which the
predominant expenses are incurred, thereby mitigating the exposure to foreign
currency exchange fluctuations. It is not possible to accomplish this in all
cases, thus there is some risk that profits will be affected by foreign
currency exchange fluctuations. However, the Company seeks to negotiate
provisions in contracts with non-US clients that allow pricing adjustments
related to currency fluctuations. In late 1997, the Company employed hedging
of intercompany balance sheet transactions through derivative instruments
(foreign currency swap contracts). For 1997, the Company entered into two such
short-term contracts with de minimis value, which gave the Company access to
additional sources of financing while limiting both the foreign exchange risk
and exposure to floating interest rates.

LIQUIDITY AND CAPITAL RESOURCES

The Company provides for its operating cash requirements primarily
through funds generated from operations, and secondarily from bank borrowings,
which provide for cash and currency management with respect to the short term
impact of certain cyclical uses such as annual payments of incentive
compensation as well as financing to some degree accounts receivable. At
December 31, 1997, the Company's cash and cash equivalents totaled $49.6
million, down from $62.8 million at the end of 1996. Cash provided from
operating activities for 1997 was $64.9 million. Cash provided from operating
activities increased due to significant improvements in the rate of collection
of the Company's accounts receivable. Contributing to these improvements was
the collection of most of the outstanding accounts receivable related to
subcontract work with a prime contractor in the child support enforcement
business. At December 31, 1997 receivables outstanding from that prime
contractor are less than 5% of the overall accounts receivable balance. See
Note 3 to the consolidated financial statements for further discussion on
accounts receivable.

The Company invested over $48.5 million in fixed assets and software
purchases, and computer software development during 1997. Revolving line of
credit borrowings during 1997 decreased by $45.0 million over year-end 1996,
which borrowings consisted entirely of foreign currency borrowings by the
Company's non-US subsidiaries, only $1.8 million of which remained outstanding
at December 31, 1997. Additionally, the Company borrowed $20 million during
the first quarter of 1997 under the term loan provisions of its $100 million
syndicated debt facility then in effect. The aggregate weighted average
short-term borrowings during 1997 was approximately $41.3 million, at an
weighted average interest rate of 6.6%. During 1997, the Company made
approximately $51.7 million in installment payments of principal on outstanding
debt owed to banks; the Company also received proceeds of approximately $9.1
million during the period from the exercise of stock options and the tax
benefits related thereto.

27
<PAGE> 48
At December 31, 1997, the Company's debt-equity ratio, as measured by
total liabilities divided by stockholders' equity was 0.77, down from 1.09 at
December 31, 1996.

On December 24, 1996, the Company entered into a syndicated
$100 million Multi-Currency Revolving Credit ($80 million) and Term Loan ($20
million) Agreement with Wachovia Bank, NationsBank and Commerzbank. This
Agreement replaced the two revolving credit agreements (the NationsBank
Agreement and the Wachovia Agreement), totaling $70 million that the Company
had immediately preceding the execution of the new credit facility, although
outstanding borrowings under the NationsBank Agreement continued in force until
they matured in January 1997. On January 6, 1997, a Term Loan of $20 million
was funded. The Term Loan bears an interest rate of 6.94%, with monthly
interest payments on the unpaid principal balance and quarterly principal
payments commencing in April 1999.

The Company's material unused source of liquidity at the end of 1997
consisted of approximately $78.2 million under the revolving credit and term
debt facility then in effect. The Company believes that its liquidity needs
can be met from the various sources described above.

Companies in the business of providing information technology
services, software products or custom-developed software, such as the Company,
face "Year 2000 compliance" issues in at least two critical areas: internal
systems and client systems. "Year 2000 compliance" means the ability of
software and other processing capabilities to interpret and manipulate
correctly all data that includes the year 2000 or dates thereafter. Failure of
software and related capabilities used by the Company or, under certain
circumstances, furnished to clients, to be Year 2000 compliant could have a
material adverse impact on the Company. Accordingly, the Company is focusing
at the most senior levels on these issues, with the Audit Committee of the
Board of Directors, in conjunction with the Company's Chief Technology Officer
and others, monitoring the Company's analyses and status with respect to Year
2000 issues.

Early in 1997, the Company completed surveys of all of its major
internal systems for Year 2000 compliance. The Company began remediation
efforts for some systems in 1997, with others scheduled for upgrade or
replacement in 1998. Assessment of smaller software components and systems,
and interfaces with vendors, is continuing into 1998. The Company is
coordinating centrally all of its efforts to achieve Year 2000 compliance of
its internal systems by 1999. Total costs of achieving Year 2000 compliance in
its internal systems, which costs will be expensed as they are incurred, are
estimated to be approximately $3.0 million for 1998 and $2.5 million for 1999;
the Company expensed $1.1 million for Year 2000 costs in 1997.

With respect to its clients, the Company does not presently anticipate
material costs or risks allocable specifically to Year 2000 compliance issues,
but is continuing to assess the scope and status of such risks. Client
engagements for specific Year 2000 remediation work have not been a strategic
marketing focus for remediation work alone. In many of the Company's current
engagements, Year 2000 replacement work is implicit, as the Company's clients
are replacing systems for various business reasons but in the process are
gaining a new Year 2000 compliant system. The Company does not anticipate any
special risks or costs attributable to Year 2000 compliance issues in
performing such contracts. With respect to contractual obligations to active
clients (clients for whom the Company is still obligated to furnish products or
services, such as maintenance), the Company similarly does not anticipate in
the aggregate material costs or risks associated with Year 2000 compliance.
Its contracts

28
<PAGE> 49
with active clients generally are either for recent software that is Year 2000
compliant, or do not obligate the Company to furnish an updated release that is
Year 2000 compliant. Early in 1997, the Company inventoried its active
software products and status relative to Year 2000 compliance. It also has
been communicating with active clients regarding Year 2000 compliance, and
notifying them of the availability of updated Year 2000 compliant releases for
certain older software known to the Company still to be used by that client.
For example, AMS has made available to U.S. Federal Government clients since
early 1997 an updated release of the Federal Financial System software that is
Year 2000 compliant and many such clients are in the process of upgrading to
that release. Given the special emphasis on Year 2000 compliance in the
financial services sector, the Company's Finance Industry Group has notified
both active and former clients of Year 2000 compliance releases of all current
product offerings. The Company continues to assess the status of Year 2000
compliance of the Company-developed software in use by various clients.

29
<PAGE> 50
ASSUMPTIONS UNDERLYING CERTAIN FORWARD-LOOKING
STATEMENTS AND
FACTORS THAT MAY AFFECT FUTURE RESULTS

In the next couple of years, the Company expects growth in revenues
to be somewhat lower than the Company's historical long-term rates. The more
controlled and lower growth in revenues should enable the Company to improve
its profit margins. These margins were reduced during the last several years
owing to cancellations of two major projects and, related thereto, attrition
rates higher than historical rates for the Company, heavy investment in
building up staff capacity and infrastructure, and the stress of absorbing many
new professional staff.

The Company faces continuing risks in the area of project delivery and
staffing. AMS has established a reputation in the marketplace of being a firm
which delivers on time and in accordance with specifications regardless of the
complexity of the application and the technology. The Company's customers
often have a great deal at stake in being able to meet market and regulatory
demands, and demand very ambitious delivery schedules. In order to meet its
contractual commitments, AMS must continue to recruit, train, and assimilate
successfully large numbers of entry-level and experienced employees annually,
as well as to provide sufficient senior managerial experience on engagements,
especially on large, complex projects. Moreover, this staff must be
re-deployed on projects throughout North America, Europe, and other locations.
The Company must also manage and seek to reduce rates of attrition, which the
Company expects will continue to be somewhat higher than its historical norms
in view of increased competition for its talent, although not as high as in
1997 when affected by the cancellation of two major projects within one month.

There is also the risk of successfully managing large projects and the
risk of a material impact on results because of the unanticipated delay,
suspension, renegotiation or cancellation of a large project. As was the case
in the past two years, any such development in a project could result in a drop
in revenues or profits, the need to relocate staff, a potential dispute with a
client regarding money owed, and a diminution of AMS's reputation. These risks
are magnified in the largest projects and markets simply because of their size.
The Company's business is characterized by large contracts producing high
percentages of the Company's revenues. For example, 35% of the Company's total
revenues in 1997 were derived from business with fifteen clients. The
cancellation of phase two of the large Swiss Telecom project in the third
quarter of 1997 after the Company's successful completion of phase one of the
project, and the Company's subsequent reduction of net income for 1997 and
redeployment of personnel as a result of such unexpected cancellation,
together with a cancellation of a contract in the Financial Services
Institutions market following management and institutional changes at the
client, are recent examples of the risks inherent in the Company's business and
the Company's efforts to manage such risks. Events such as unanticipated
declines in revenues or profits could in turn result in immediate fluctuations
in the trading price and volume of the Company's stock.

Finally, there is the risk of revenues not being realized when
expected, such as in certain contracts in the State and Local Governments and
Education Market. On certain contracts, the Company's fees are paid out of the
benefits (increased collections) that the client achieves. The Company
typically defers recognition of such revenues until management can predict,
with reasonable certainty, that the benefit stream will generate amounts
sufficient to fund the contract. From that point forward revenues are
recognized on a percentage of completion basis.

30
<PAGE> 51
Certain other risks, including, but not limited to, the Company's
increasing international scope of operations, are discussed elsewhere in this
Form 10-K. The Company is also expanding in several emerging markets.
Contracts being performed in such markets can have somewhat higher delivery
risks. Because the Company operates in a rapidly changing and highly
competitive market, additional risks not discussed in this Form 10-K may emerge
from time to time. The Company cannot predict such risks or assess the impact,
if any, such risks may have on its business. Consequently, the Company's
various forward-looking statements, made, or to be made, should not be relied
upon as a prediction of actual results.

31
<PAGE> 52
FIVE-YEAR FINANCIAL SUMMARY

<TABLE>
<CAPTION>
Year Ended December 31
(In millions except share and per share data) 1997 1996 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------------------------
OPERATING RESULTS
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

Revenues $ 872.3 $ 812.2 $ 632.4 $ 459.9 $ 364.0
Client Project Expenses 502 .3 525.9 348.6 246.9 189.3
Other Operating Expenses 266 .2 210.4 192.3 140.1 115.6
Corporate Expenses 49.5 48.3 40.8 32.6 28.4
-------- -------- -------- -------- --------
Total Operating Expense 818 .0 784.6 581.7 419.6 333.3
-------- -------- -------- -------- --------
Income From Operations 54.3 27.6 50.7 40.3 30.7
Other (Income) Expense 2 .9 1.4 0.9 0.8 -
-------- -------- -------- -------- --------
Income Before Income Taxes 51.4 26.2 49.8 39.5 30.7
Income Taxes 20.2 10.7 20.6 16.1 12.9
-------- -------- -------- -------- --------
Net Income 31.2 15.5 29.2 23.4 17.8
Dividends and Accretion on Series B
Preferred Stock - - - 0.3 0.8
-------- -------- -------- -------- --------
Net Income per Common Shareholders $ 31.2 $ 15.5 $ 29.2 $ 23.1 $ 17.0
======== ======== ======== ======== ========

PER COMMON SHARE DATA
- ---------------------------------------------------------------------------------------------------------------------------

Basic Net Income per Common Share $ 0.75 $ 0.38 $ 0.73 $ 0.61 $ 0.47
Weighted Average Shares 41,361,967 40,656,760 39,736,747 38,126,715 35,844,296
Diluted Net Income per Common Share $ 0.74 $ 0.37 $ 0.72 $ 0.60 $ 0.46
Weighted Average Shares and Equivalents 42,304,018 41,925,353 40,707,633 38,731,422 36,663,440
Common Shares Outstanding at Year End 41,544,299 40,939,209 40,040,454 39,294,780 36,258,602

FINANCIAL POSITION
- ---------------------------------------------------------------------------------------------------------------------------

Total Assets $421.4 $424.2 $337.5 $252.2 $185.0
Fixed Assets, Net 45.2 48.0 37.1 28.7 21.3
Working Capital 168.9 125.0 115.6 89.4 67.3
Noncurrent Liabilities 52.7 22.3 26.8 21.3 19.6
Stockholders' Equity 238.7 203.1 175.5 138.3 99.0
</TABLE>

32
<PAGE> 53
FIVE-YEAR REVENUES BY TARGET MARKET

<TABLE>
<CAPTION>
Year Ended December 31 (In millions) 1997 1996 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues

Telecommunication Firms $259.3 $310.1 $224.2 $128.6 $ 85.3
Financial Services Institutions 214.9 183.7 149.5 100.4 67.0
State and Local Governments and Education 171.4 140.7 106.9 92.3 76.7
Federal Government Agencies 189.2 135.7 111.5 104.4 104.8
Other Corporate Clients 37.5 42.0 40.3 34.3 30.2
------ ------ ------ ------ ------
Total Revenues $872.3 $812.2 $632.4 $459.9 $364.0
====== ====== ====== ====== ======
</TABLE>

33
<PAGE> 54
SELECTED QUARTERLY FINANCIAL DATA AND INFORMATION ON AMS STOCK (UNAUDITED)

The following summary represents the results of operations for the two
years in the period ended December 31, 1997.

(In millions except per share data)

<TABLE>
<CAPTION>
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Total
- --------------------------------------------------------------------------------------------------------------------
1997:
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

Revenues $196.3 $220.9 $225.5 $229.6 $872.3
Income Before Income Taxes 9.7 13.3 8.5 19.9 51.4
Net Income 5.7 7.9 4.5 13.1 31.2
Basic Earnings per Share 0.14 0.19 0.11 0.31 0.75
Diluted Earnings per Share 0.14 0.18 0.11 0.31 0.74

1996:
- --------------------------------------------------------------------------------------------------------------------

Revenues $181.4 $188.8 $217.5 $224.5 $812.2
Income Before Income Taxes 11.3 14.3 18.5 (17.9) 26.2
Net Income (Loss) 6.6 8.3 10.7 (10.1) 15.5
Basic Net Income per Share 0.16 0.21 0.26 (0.25) 0.38
Diluted Net Income per Share 0.16 0.20 0.25 (0.24) 0.37
</TABLE>

The Company has never paid any cash dividends on its common stock and
does not anticipate paying dividends in the foreseeable future. Its policy is
to invest retained earnings in the operation and expansion of its business.
Future dividend policy with respect to its common stock will be determined by
the Board of Directors based upon the Company's earnings, financial condition,
capital requirements, and other then-existing conditions.

STOCK MARKET INFORMATION

The common stock of American Management Systems, Inc., is traded in
the NASDAQ over-the-counter market under the symbol AMSY. References to the
stock prices are the high and low bid prices during the calendar quarters.

<TABLE>
<CAPTION>
1997 1996
----------------------------- -------------------------------
High Low High Low
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1st Quarter $25.750 $15.750 $26.625 $18.250
2nd Quarter 26.750 19.000 33.375 24.375
3rd Quarter 27.750 17.625 31.125 21.625
4th Quarter 24.375 18.250 37.125 20.375
</TABLE>

The approximate number of shareholders of record of the Company's
common stock as of March 20, 1998 was 524.

34
<PAGE> 55
OTHER INFORMATION

TRANSFER AGENT AND REGISTRAR

Chemical Mellon Shareholder Services, L.L.C.
Ridgefield Park, N.J.

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP
Washington, D.C.

COUNSEL

Shaw, Pittman, Potts & Trowbridge
Washington, D.C.

STOCKHOLDER AND 10-K INFORMATION

Financial inquiries should be directed to Frank A. Nicolai, Secretary of the
Company, American Management Systems, Incorporated, 4050 Legato Road, Fairfax,
Virginia 22033. Telephone (703) 267-8000. A complimentary copy of the
Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission will be provided upon written request.

ANNUAL MEETING

The annual shareholders meeting has been scheduled for May 8, 1998 in Fairfax,
Virginia, for stockholders of record on March 20, 1998.

<PAGE> 1
EXHIBIT 3.2

AMERICAN MANAGEMENT SYSTEMS, INCORPORATED

* * * * *

BY-LAWS

As amended and restated on February 27, 1998

* * * * *
<PAGE> 2

AMERICAN MANAGEMENT SYSTEMS, INCORPORATED

* * * * *

BY-LAWS

* * * * *

ARTICLE I
OFFICES

Section 1. The registered office of the
corporation shall be at 1209 Orange Street, in the City of Wilmington, County
of New Castle, State of Delaware. The registered agent of the corporation at
such address is The Corporation Trust Company.

Section 2. The corporation may also have
offices at such other places both within and without the State of Delaware as
the board of directors may from time to time determine or the business of the
corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for
the election of directors shall be held in the City of Fairfax, Commonwealth of
Virginia, at such place as may be fixed from time to time by the board of
directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the board of directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

Section 2. The annual meeting of stockholders
for the election of directors and the transaction of other business shall be
held, in each year on the second Friday in May if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 10:00 a.m., or at any
other date and time that shall be designated from time to time by the board of
directors and stated in the notice of the meeting.

Section 3. Written notice of the annual meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting, either personally or by mail, not
less than ten nor more than sixty days before the date of the meeting. If
mailed, such notice shall be deemed to have been given when deposited in the
United States mail, postage prepaid directed to the stockholder as it appears
on the records of the corporation.

Section 4. The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the
<PAGE> 3
stockholders entitled to vote at the meeting arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall
be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and
kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present.

Section 5. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the certificate of incorporation, may be called by the chief
executive officer and shall be called by the chief executive officer or
secretary at the request in writing of a majority of the board of directors, or
at the request in writing of stockholders owning a majority in amount of the
entire capital stock of the corporation issued and outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed
meeting.

Section 6. Written notice of a special meeting
stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given not less than ten nor more than
sixty days before the date of the meeting, to each stockholder entitled to vote
at such meeting.

Section 7. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the
stock issued and outstanding and entitled to vote thereat (or in the case of a
class or series entitled to vote to the exclusion of any other class or series,
a majority of such class or series), present in person or represented by proxy,
shall constitute a quorum at all meetings of such stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders (including any class or series
thereof), the holders of a majority of stock entitled to vote thereat, present
in person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting, at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

Section 9. At all meetings of the stockholders
for the election of directors a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided
by the certificate of incorporation, these By-laws, the rules or regulations of
any stock exchange applicable to the corporation, as otherwise provided by law
or pursuant to any regulation applicable to the corporation, be decided by the
affirmative vote of the holders of

-2-
<PAGE> 4
a majority in voting power of the shares of stock of the corporation which are
present in person or by proxy and entitled to vote thereon.

Section 10. Except as otherwise provided by or
pursuant to the provisions of the certificate of incorporation, each
stockholder entitled to vote at any meeting of stockholders shall be entitled
to one vote for each share of stock held by such stockholder which has voting
power upon the matter in question. Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for
such stockholder by proxy, but no such proxy shall be voted or acted upon after
three years from its date, unless the proxy provides for a longer period. A
proxy shall be irrevocable if it states that it is irrevocable and if, and only
as long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A stockholder may revoke any proxy which is not irrevocable
by attending the meeting and voting in person or by filing an instrument in
writing revoking the proxy or by delivering a proxy in accordance with
applicable law bearing a later date to the secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot.

Section 11. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the board of directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the board of directors, and
which record date: (i) in the case of determination of stockholders entitled
to vote at any meeting of stockholders or adjournment thereof, shall, unless
otherwise required by law, not be more than sixty nor less than ten days before
the date of such meeting; and (ii) in the case of any other action, shall not
be more than sixty days prior to such other action. If no record date is
fixed: (i) the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held; and (ii) the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the board
of directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned
meeting. Article IIB, Section 1 of these By-laws shall govern the record date
to determine stockholders entitled to express consent to corporate actions in
writing without a meeting.

Section 12. Meetings of stockholders shall be
presided over by the chairman of the board, if any, or in his absence by the
vice chairman of the board, if any, or in his absence by the chief executive
officer, or in his absence by the president, or in his absence by a vice
president, or in the absence of the foregoing persons by a chairman designated
by the board of directors, or in the absence of such designation by a chairman
chosen at the meeting. The secretary shall act as secretary of the meeting,
but in his absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.

-3-
<PAGE> 5
Section 13. The corporation shall in advance of any
meeting of stockholders appoint one or more inspectors of election, who may be
employees of the corporation, to act at the meeting and any adjournment thereof
and to make a written report thereof. The corporation may designate one or
more persons as alternate inspectors to replace any inspector who fails to act.
In the event that no inspector so appointed or designated is able to act at a
meeting of stockholders, the person presiding at the meeting shall appoint one
or more inspectors to act at the meeting. Each inspector, before entering upon
the discharge of his or her duties, shall take and sign an oath to execute
faithfully the duties of inspector with strict impartiality and according to
the best of his or her ability. The inspector or inspectors so appointed or
designated shall (i) ascertain the number of shares of capital stock of the
corporation outstanding and the voting power of each such share, (ii) count all
votes and ballots, (iii) determine and retain for a reasonable period a record
of the disposition of any challenges made to any determination by the
inspectors, and (iv) certify their determination of the number of shares of
capital stock of the corporation represented at the meeting and such
inspectors' count of all votes and ballots. Such certification and report
shall specify such other information as may be required by law. In determining
the validity and counting of proxies and ballots cast at any meeting of
stockholders of the corporation, the inspectors may consider such information
as is permitted by applicable law. No person who is a candidate for an office
at an election may serve as an inspector at such election.

Section 14. The date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at a
meeting shall be announced at the meeting by the person presiding over the
meeting. The board of directors may adopt by resolution such rules and
regulations for the conduct of the meeting of stockholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations
as adopted by the board of directors, the chairman of any meeting of
stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the board of directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the corporation, their duly authorized
and constituted proxies or such other persons as the chairman of the meeting
shall determine; (iv) restrictions on entry to the meeting after the time fixed
for the commencement thereof; and (v) limitations on the time allotted to
questions or comments by participants. Unless and to the extent determined by
the board of directors or the chairman of the meeting, meetings of stockholders
shall not be required to be held in accordance with the rules of parliamentary
procedure.

ARTICLE IIA
NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS

Section 1. (A) Nominations of persons for
election to the board of directors and the proposal of business to be
considered by the stockholders may be made at an annual meeting of stockholders
only (a) pursuant to the corporation's notice of meeting (or any supplement
thereto),

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(b) by or at the direction of the board of directors or (c) by any stockholder
of the corporation who was a stockholder of record at the time of giving of
notice provided for in this By-law, who is entitled to vote at the meeting and
complies with the notice procedures set forth in this By-law.

(B) For nominations or other business
to be properly brought before an annual meeting by a stockholder pursuant to
clause (c) of paragraph (1)(A) of this By-law, the stockholder must have given
timely notice thereof in writing to the secretary of the corporation and such
other business must otherwise be a proper matter for stockholder action. To
be timely, a stockholder's notice shall be delivered to the secretary at the
principal executive offices of the corporation not later than the close of
business on the sixtieth day nor earlier than the close of business on the
ninetieth day prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is more than thirty days before or more than sixty days after such
anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than the close of business on the ninetieth day prior to such
annual meeting and not later than the close of business on the later of the
sixtieth day prior to such annual meeting or the tenth day following the day on
which public announcement of the date of such meeting is first made by the
corporation. In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the giving of a stockholder's
notice as described above. Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or
re-election as a director all information relating to such person that is
required to be disclosed in solicitations or proxies for election of directors
in an election contest, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and Rule 14a-11 thereunder (and such person's written consent
to being named in the proxy statement as a nominee and to serving as a director
if elected); (b) as to any other business that the stockholder proposes to
bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made, and in the
event that such business includes a proposal to amend the By-laws of the
corporation, the language of the proposed amendment; and (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the corporation's books, and of such beneficial
owner, (ii) the class and number of shares of the corporation which are owned
beneficially and of record by such stockholder and such beneficial owner, (iii)
a representation that the stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to propose such business or nomination, and (iv) a
representation whether the proponent intends or is part of a group which
intends to solicit proxies from other stockholders in support of such proposal
or nomination.

(C) Notwithstanding anything in the
second sentence of paragraph (1)(B) of this By-law to the contrary, in the
event that the number of directors to be elected to the board of directors of
the corporation is increased and there is no public announcement by the
corporation naming all of the nominees for director or specifying the size of
the increased board of directors at least seventy days prior to the first
anniversary of the preceding year's annual

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meeting, a stockholder's notice required by this By-law shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the secretary at the
principal executive offices of the corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the corporation.

Section 2. Only such business shall be conducted at
a special meeting of stockholders as shall have been brought before the meeting
pursuant to the corporation's notice of meeting. Nominations of persons for
election to the board of directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the corporation's
notice of meeting (a) by or at the direction of the board of directors or (b)
provided that the board of directors has determined that directors shall be
elected at such meeting, by any stockholder of the corporation who is a
stockholder of record at the time of giving of notice provided for in this
By-law, who shall be entitled to vote at the meeting and who complies with the
notice procedures set forth in this By-law. In the event the corporation calls
a special meeting of stockholders for the purpose of electing one or more
directors to the board of directors, any such stockholder may nominate a person
or persons (as the case may be) for election to such position(s) as specified
in the corporation's notice of meeting, if the stockholder's notice required by
paragraph (1)(B) of this By-law shall be delivered to the secretary at the
principal executive offices of the corporation not earlier than the close of
business on the 90th day prior to such special meeting and not later than the
close of business on the later of the 60th day prior to such special meeting,
or the 10th day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the board of
directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time period
for the giving of a stockholder's notice as described above.

Section 3. (A) Only such persons who are
nominated in accordance with the procedures set forth in this By-law shall be
eligible to serve as director and only such business shall be conducted at a
meeting of stockholders as shall have been brought before the meeting in
accordance with the procedures set forth in this By-law. Except as otherwise
provided by law, the chairman of the meeting shall have the power and duty to
(i) determine whether a nomination or any business proposed to be brought
before the meeting was made or proposed, as the case may be, in accordance with
the procedures set forth in this By-law and (ii) if any proposed nomination or
business is not in compliance with this By-law, or if the stockholder solicits
or is part of a group which solicits proxies in support of such stockholder's
proposal without such stockholder having made the representation required by
clause (c)(iv) of paragraph 1(B) of this By-law, to declare that such defective
proposal or nomination shall be disregarded.

(B) For purposes of this By-law,
"public announcement" shall mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or comparable national news service or
in a document publicly filed by the corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(C) Notwithstanding the foregoing
provisions of this By-law, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules

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and regulations thereunder with respect to the matters set forth in this
By-law. Nothing in this By-law shall be deemed to affect any rights (i) of
stockholders to request inclusion of proposals in the corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders
of any series of Preferred Stock to elect directors under specified
circumstances.

ARTICLE IIB
CONSENTS TO CORPORATE ACTION

RECORD DATE

Section 1. The record date for determining
stockholders entitled to express consent to corporate action in writing without
a meeting shall be as fixed by the board of directors or as otherwise
established under this Section. Any person seeking to have the stockholders
authorize or take corporate action by written consent without a meeting shall,
by written notice addressed to the secretary and delivered to the corporation,
request that a record date be fixed for such purpose. The board of directors
may fix a record date for such purpose which shall be no more than ten days
after the date upon which the resolution fixing the record date is adopted by
the board of directors and shall not precede the date such resolution is
adopted. If the board of directors fails within ten days after the corporation
receives such notice to fix a record date for such purpose, the record date
shall be the day on which the first written consent is delivered to the
corporation in the manner described in Section 2 below unless prior action by
the board of directors is required under the General Corporation Law of the
State of Delaware, in which event the record date shall be at the close of
business on the day on which the board of directors adopts the resolution
taking such prior action.

PROCEDURES

Section 2. (A) Every written consent purporting
to take or authorizing the taking of corporate action and/or related
revocations (each such written consent and related revocation is referred to in
this Article IIB as a "Consent") shall bear the date of signature of each
stockholder who signs the Consent, and no Consent shall be effective to take
the corporate action referred to therein unless, within sixty days of the
earliest dated Consent delivered in the manner required by this Section 2,
Consents signed by a sufficient number of stockholders to take such action are
so delivered to the corporation. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous Consent shall be given to those
stockholders who have not consented in writing, to the extent required by law.

(B) A Consent shall be delivered to the
corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery to the corporation's registered office shall be made by
hand or by certified or registered mail, return receipt requested.

(C) Consents shall be valid for a
maximum of sixty days after the date of the earliest dated Consent delivered to
the corporation in the manner provided in Section 228(c)

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of the General Corporation Law of the State of Delaware. Consents may be
revoked by written notice (i) to the corporation, (ii) to the stockholder or
stockholders soliciting consents or soliciting revocation in opposition to
action by consent (the "Soliciting Stockholder"), or (iii) to a proxy solicitor
or other agent designated by the corporation or the Soliciting Stockholders.

(D) Within ten business days after
receipt of the earliest dated Consent delivered to the corporation in the
manner provided in Section 228(c) of the General Corporation Law of the State
of Delaware or the determination by the board of directors of the corporation
that the corporation should seek corporate action by written consent, as the
case may be, the secretary of the corporation shall engage nationally
recognized independent inspectors of elections for the purpose of performing a
ministerial review of the validity of the Consents and revocations. The cost
of retaining inspectors of election shall be borne by the corporation. For the
purpose of permitting the inspectors to perform such review, no action by
written consent without a meeting shall be effective until such date as the
independent inspectors certify to the corporation that the consents delivered
to the corporation in accordance with this Section 2 represent at least the
minimum number of votes that would be necessary to take the corporate action.
Nothing contained in this paragraph shall in any way be construed to suggest or
imply that the board of directors or any stockholder shall not be entitled to
contest the validity of any Consent or revocation thereof, whether before or
after such certification by the independent inspectors, or to take any other
action (including, without limitation, the commencement, prosecution or defense
of any litigation with respect thereto, and the seeking of injunctive relief in
such litigation).

(E) Following appointment of the
inspectors, Consents and revocations shall be delivered to the inspectors upon
receipt by the corporation, the Soliciting Stockholder or their proxy
solicitors or other designated agents. As soon as practicable following the
earlier of (i) the receipt by the inspectors, a copy of which shall be
delivered to the corporation, of any written demand by the Soliciting
Stockholders of the corporation, or (ii) sixty days after the date of the
earliest dated Consent delivered to the corporation in the manner provided in
Section 228(c) of the General Corporation Law of the State of Delaware, the
inspectors shall issue a preliminary report to the corporation and the
Soliciting Stockholders stating the number of valid and unrevoked Consents
received and whether, based on preliminary count, the requisite number of valid
and unrevoked Consents has been obtained to authorize or take the action
specified in the Consents.

(F) Unless the corporation and the
Soliciting Stockholders shall agree to a shorter or longer period, the
corporation and the Soliciting Stockholders shall have 48 hours to review the
Consents and revocations and to advise the inspectors and the opposing party in
writing as to whether they intend to challenge the preliminary report of the
inspectors. If no written notice of an intention to challenge the preliminary
report is received within 48 hours after the inspectors' issuance of the
preliminary report, the inspectors shall issue to the corporation and the
Soliciting Stockholders their final report containing the information from the
inspectors' determination with respect to whether the requisite number of valid
and unrevoked Consents was obtained to authorize and take the action specified
in the Consents. If the corporation or the Soliciting Stockholders issue
written notice of an intention to challenge the inspectors'

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preliminary report within 48 hours after the issuance of that report, a
challenge session shall be scheduled by the inspectors as promptly as
practicable. Following completion of the challenge session, the inspectors
shall as promptly as practicable issue their final report to the Soliciting
Stockholders and the corporation, which report shall contain the information
included in the preliminary report, plus any change in the vote total as a
result of the challenge and a certification of whether the requisite number of
valid and unrevoked Consents was obtained to authorize or take the action
specified in the Consents.

ARTICLE III
DIRECTORS

Section 1. The number of directors which shall
constitute the whole board shall be not less than five nor more than fifteen.
The number of directors may be altered by resolution adopted by a vote of a
majority of the entire board of directors, or by such vote of the holders of
any class or series of stock as may be specified in the certificate of
incorporation. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 3 of this Article or otherwise
specified in the certificate of incorporation and except that the first
directors of the corporation were elected by the incorporators of the
corporation, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.

Section 2. Any director may resign at any time
upon written notice to the corporation.

Section 3. Vacancies and newly created
directorships resulting from any increase in the authorized number of
directors, except as otherwise provided in the certificate of incorporation may
be filled only by a majority of the directors then in office, though less than
a quorum, or by a sole remaining director, and the directors so chosen shall
hold office until the next annual election and until their successors are duly
elected and shall qualify, or until their earlier resignation or removal. If
there are no directors in office, then an election of directors may be held in
the manner provided by statute. If, at the time of filling any vacancy or any
newly created directorship, the directors then in office shall constitute less
than a majority of the whole board (as constituted immediately prior to any
such increase), the Court of Chancery may, upon application of any stockholder
or stockholders holding at least ten percent of the total number of the shares
at the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office.

Section 4. The business of the corporation
shall be managed by or under the direction of its board of directors which may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by the certificate or incorporation or by these
By-laws directed or required to be exercised or done by the stockholders.

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MEETINGS OF THE BOARD OF DIRECTORS

Section 5. The board of directors of the
corporation may hold meetings, both regular and special, either within or
without the State of Delaware.

Section 6. The first meeting of each newly
elected board of directors shall be held immediately after the annual meeting
of stockholders and at the same place, and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event such meeting is not
held at that time and place, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of directors, or as shall be specified in a written
waiver signed by all of the directors.

Section 7. Regular meetings of the board of
directors may be held without notice at such time and at such place as shall
from time to time be determined by the board of directors.

Section 8. Special meetings of the board of
directors may be called by the chairman of the board of directors or the chief
executive officer on three (3) days' notice to each director, either personally
or by mail or by telegram, telecopier, telephone or other means of electronic
transmission; special meetings shall be called by the chief executive officer
or secretary in like manner and on like notice on the written request of a
majority of the directors.

Section 9. At all meetings of the board, a
majority of the directors then in office or, if greater, one-third of the
then-authorized total number of directors, shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the board of
directors, except as may be otherwise specifically provided by statute or by
the certificate of incorporation. If a quorum shall not be present at any
meeting of the board of directors a majority of the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

Section 10. Unless otherwise restricted by the
certificate of incorporation or these By-laws, any action required or permitted
to be taken at any meeting of the board of directors or of any committee
thereof may be taken without a meeting, if all members of the board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the board or committee.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may by
resolution designate one or more committees, each committee to consist of one
or more of the directors of the corporation. The board of directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent provided in the resolution, shall have and may
exercise the powers of

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the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; provided, however, that in the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the board of directors.

Section 12. Each committee shall keep regular
minutes of its meetings and report the same to the board of directors when
required.
AUDIT COMMITTEE

Section 13. There shall exist a standing Audit
Committee composed of not fewer than two directors of the corporation who are
neither officers nor employees of the corporation. The members of the Audit
Committee shall be designated by resolution passed by a majority of the whole
board. The board may designate one or more qualifying directors as alternate
members of the Audit Committee, who may replace any absent or disqualified
members at any meeting of the committee. In the absence of any member of the
Audit Committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a majority, may
unanimously appoint another qualifying member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member not
replaced by an alternate member designated by the whole board.

Section 14. The Audit Committee shall meet on at
least two occasions each fiscal year, as specified in Section 15 below, and on
such other occasions as the members of the committee may deem appropriate and
desirable.

Section 15. The Audit Committee shall meet each
year prior to the initiation of the annual audit and again following completion
of the investigatory work of the corporation's independent auditors. At the
former meeting, the committee shall review the proper scope of the audit to be
performed by the corporation's independent auditors and the audit-related
expenses to be incurred by the corporation. At the latter meeting, the
committee shall: (i) review with the independent auditor its report or
opinion, any recommendations it may have for improving internal accounting
controls, management systems, or choice of accounting principles, and its
perception of the adequacy of the corporation's financial and accounting
personnel and the cooperation it received from them during the audit; and (ii)
adopt a resolution recommending to the board of directors the accounting firm
to be selected by the board as the independent auditor of the corporation.
Moreover, the committee shall, at such times and under such circumstances as it
may deem appropriate: (i) recommend that the board of directors discharge the
firm acting as the corporation's independent auditor; (ii) review the
engagement of the independent auditor, including the audit fees; (iii) review
and approve the auditor's performance of non-audit services and the fees for
such services; (iv) evaluate the independence of the independent auditor,
taking into account the relationship of audit to non-audit fees and other
pertinent matters; (v) review

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with the corporation's financial and accounting staff compliance with, and the
need for any changes in, the corporation's policies and procedures with respect
to internal accounting, auditing and financial controls; (vi) evaluate the
degree of implementation of any adopted recommendations of the independent
auditor; (vii) review any significant business transactions which are not a
normal part of the corporation's business, any change in accounting practices
and all significant adjustments in the corporation's financial statements; and
(viii) perform such other functions, in keeping with the purposes and
authorization of the committee, as the committee may deem necessary and
appropriate to the accomplishment of its designated objectives.

Section 16. The Audit Committee shall keep
regular minutes of its meetings and shall report the same to the board of
directors when required.

Section 17. The Audit Committee, to the extent
provided in this By-law, shall have and may exercise the powers of the board of
directors in the management of the business and affairs of the corporation and
may authorize the seal of the corporation to be affixed to all papers that may
require it.

Section 18. Each individual director of the
corporation, as well as the board as a whole, shall continue to exercise due
diligence to assure that the financial statements of the corporation fairly and
accurately present the results of the operation and financial position of the
corporation and that the corporation's financial operations are conducted in
accordance with all applicable laws and regulations, the corporation's policies
and the regular and accepted principles of accounting. The existence and
functioning of the Audit Committee shall effect no derogation of this duty.

COMPENSATION COMMITTEE

Section 19. There shall exist a standing
Compensation Committee composed of not fewer than three directors of the
corporation who are neither officers nor employees of the corporation. The
members of the Compensation Committee shall be designated by resolution passed
by a majority of the whole board of directors. The board of directors may
designate one or more qualifying directors as alternate members of the
Compensation Committee, who may replace any absent or disqualified members at
any meeting of the committee. In the absence of any member of the Compensation
Committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a majority, may
unanimously appoint another qualifying member of the board of directors to act
at the meeting in the place of any such absent or disqualified member not
replaced by an alternate member designated by the whole board.

Section 20. The Compensation Committee shall meet at
the request of the board of directors, and on such other occasions as the
members of the committee may deem appropriate and desirable. The chief
executive officer shall attend all meetings of the committee; provided,
however, that the chief executive officer shall not participate in any decision
concerning compensation which is subject to the provisions of Section 16 of the
Securities Exchange Act of

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1934 (including decisions regarding eligibility for participation in plans,
awards and any modifications thereto.)

Section 21. The Compensation Committee shall (i)
adopt resolutions recommending compensation policies and practices to the board
of directors, (ii) make decisions regarding compensation plans and compensation
for the chief executive officer and all other executive officers of the
corporation, and make decisions regarding equity based compensation
arrangements for and awards thereof to the controller, and (iii) approve any
and all contracts or other transactions between the corporation and any of its
directors or executive officers (to the extent that the approval of the board
of directors is not required by law.)

Section 22. The Compensation Committee shall keep
regular minutes of its meetings and shall report the same to the board of
directors when required.

Section 23. The Compensation Committee, to the
extent provided in this By-law, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation and may authorize the seal of the corporation to be affixed to all
papers that may require it.

COMPENSATION OF DIRECTORS

Section 24. The directors may be paid their
expenses, if any, of attendance at each meeting of the board of directors and
may be paid a fixed sum for attendance at each meeting of the board of
directors or a stated salary as director. No such payment shall preclude any
directors from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be
allowed like compensation for attending committee meetings.

ARTICLE IV
NOTICES

Section 1. Whenever, under the provisions of
the statutes or of the certificate of incorporation or of these By-laws, notice
is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director or stockholder, at his address as it appears
on the records of the corporation, with postage thereon prepaid, and such
notice shall be deemed to be given at the time when the same shall be deposited
in the United States mail. Notice to directors may also be given in person or
by telegram, telecopier, telephone or other means of electronic transmission.

Section 2. Whenever any notice is required to
be given under the provisions of the statutes or of the certificate of
incorporation or of these By-laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Attendance of a person at
a meeting of stockholders, directors, or members of a committee of directors,
shall constitute a waiver of notice of such meeting, except when the
stockholder, director or committee member attends a meeting for the

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express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors or members of a
committee of directors need be specified in any written waiver of notice unless
so required by the certificate of incorporation or the By-laws.

ARTICLE V
OFFICERS

Section 1. The officers of the corporation
shall be chosen by the board of directors and shall be a chairman of the board,
a president, a secretary and a treasurer. The board of directors may also
choose one or more executive vice-presidents, one or more assistant secretaries
and assistant treasurers, and other officers with such titles and duties as the
board of directors shall designate. The board of directors shall designate one
of the officers of the corporation as the chief executive officer, and such
officer shall continue to act as chief executive officer until the board of
directors designates another person as the chief executive officer. The board
of directors also shall specify which officers shall have authority to perform
the duties of the chief executive officer in his absence or in the event of his
inability to act and, if there is more than one such officer, shall specify the
order of priority in which such officers shall act on such authority. The list
of such authorized officers and the specified order of priority shall remain in
effect until changed by the board of directors. Any number of offices may be
held by the same person except where the certificate of incorporation or these
By-laws otherwise provide.

Section 2. The board of directors at its first
meeting after each annual meeting of stockholders shall choose a chairman of
the board, a president, one or more executive vice-presidents, a secretary and
a treasurer.

Section 3. The board of directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the board.

Section 4. The salaries of all officers and
agents of the corporation shall be fixed by or in the manner prescribed by the
board of directors.

Section 5. The officers of the corporation
shall hold office until their successors are chosen and qualify. Any officer
elected or appointed by the board of directors may be removed at any time by
the affirmative vote of a majority of the directors then in office. Any officer
may resign at any time upon written notice to the corporation. Any vacancy
occurring in any office of the corporation shall be filled by or in the manner
prescribed by the board of directors.

THE CHAIRMAN OF THE BOARD

Section 6. The chairman of the board shall
preside at all meetings of the stockholders and the board of directors.

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<PAGE> 16
THE CHIEF EXECUTIVE OFFICER

Section 7. The chief executive officer of the
corporation shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

Section 8. The chief executive officer shall
execute bonds, mortgages and other contracts requiring a seal, under the seal
of the corporation, except where required, or permitted by law to be otherwise
signed and executed, and except where the signing and execution thereof shall
be expressly delegated by the chief executive officer to some other officer or
agent of the corporation.

THE PRESIDENT, EXECUTIVE VICE PRESIDENTS
AND OTHER DESIGNATED OFFICERS

Section 9. In the absence of the chief
executive officer or in the event of his inability to act, the officer
specified by the board of directors (and in the event there is more than one
such officer, in the order of priority specified by the board of directors)
shall perform the duties of the chief executive officer, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
chief executive officer. The president (if he is not the chief executive
officer), the executive vice-president(s), and any other officers designated as
officers by the board of directors shall generally assist the chairman and
chief executive officer and shall perform such other duties and have such other
powers as the board of directors or the chief executive officer may from time
to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 10. The secretary shall attend all
meetings of the board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and of the board
of directors in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or cause to
be given, notice of all meetings of the stockholders and special meetings of
the board of directors, and shall perform such other duties as may be
prescribed by the board of directors or the chief executive officer, under
whose supervision he shall act. He shall have custody of the certificate books
and such other books and records as the board of directors may direct. He
shall have custody of the corporate seal of the corporation and he, or an
assistant secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by the
signature of such assistant secretary. The board of directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.

Section 11. The assistant secretary, or if there
be more than one, the assistant secretaries in the order determined by the
board of directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the secretary or in the event of his
inability to act, perform the duties and exercise the powers of the secretary
and shall perform

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<PAGE> 17
such other duties and have such other powers as the board of directors, the
chief executive officer or the secretary may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURER

Section 12. The treasurer shall have the custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors and shall disburse the funds of the corporation as may be ordered by
the board of directors, taking proper vouchers for such disbursements, and
shall render to the chief executive officer and the board of directors, at its
regular meetings, or when the board of directors so requires, an account of all
his transactions as treasurer and of the financial condition of the corporation
and shall perform such other duties and have such other powers as the board of
directors or the chief executive officer may from time to time prescribe.

Section 13. The assistant treasurer, or if there
shall be more than one, the assistant treasurers in the order determined by the
board of directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall perform such other duties and have such other powers as the
board of directors, the chief executive officer or the treasurer may from time
to time prescribe.

ARTICLES VI
CERTIFICATES OF STOCK

Section 1. Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the chairman of the board of directors or the president
or an executive vice-president and the treasurer or an assistant treasurer, or
the secretary or an assistant secretary of the corporation, certifying the
number of shares owned by him in the corporation.

Section 2. Where a certificate is countersigned
(i) by a transfer agent other than the corporation or its employee, or, (ii) by
a registrar other than the corporation or its employee, any other signature on
the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person

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<PAGE> 18
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion, and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to give the corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

TRANSFERS OF STOCK

Section 4. Upon surrender to the corporation or
the transfer agent of the corporation of a certificate for shares duly endorsed
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

REGISTERED STOCKHOLDERS

Section 5. The corporation shall be entitled to
treat the record holder of any shares of the corporation as the owner thereof
for all purposes, including all rights deriving from such shares, and shall not
be bound to recognize any equitable or other claim to, or interest in, such
shares or rights deriving from such shares, on the part of any other person,
including, but without limiting the generality thereof, a purchaser, assignee
or transferee of such shares or rights deriving from such shares, unless and
until such purchaser, assignee, transferee or other person becomes the record
holder of such shares, whether or not the corporation shall have either actual
or constructive notice of the interest of such purchaser, assignee, transferee
or other person. Any such purchaser, assignee, transferee or other person
shall not be entitled to receive notice of the meetings of stockholders; to
vote at such meetings; to examine a complete list of the stockholders entitled
to vote at meetings; or to own, enjoy, and exercise any other property or
rights deriving from such shares against the corporation, until such purchaser,
assignee, transferee or other person has become the record holder of such
shares.

ARTICLE VII
GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of
the corporation, subject to the provisions of the certificate of incorporation,
may be declared by the board of directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares of
the capital stock, subject to the provisions of the certificate of
incorporation.

Section 2. Before payment of any dividend,
there may be set aside out of any funds of the corporation available for
dividends such sum or sums as the board of directors from time to time, in
their absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for

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<PAGE> 19
such other purpose as the board of directors shall think conducive to the
interest of the corporation, and the board of directors may modify or abolish
any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and
notes of the corporation shall be signed by such officer or officers or such
other person or persons as the board of directors may from time to time
designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation
begins on the 1st day of January and ends on the 31st day of December in each
year.

SEAL

Section 5. The corporate seal shall have
inscribed thereon the name of the corporation, the year of its organization and
the words "Corporate Seal, Delaware." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII
INDEMNIFICATION

Section 1. The corporation shall indemnify and hold
harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (an "Indemnitee") who was or is
made or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that he, or a person for
whom he is the legal representative, is or was a director or officer of the
corporation, or, while a director or officer of the corporation, is or was
serving at the written request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses
(including attorneys' fees) reasonably incurred by such Indemnitee.
Notwithstanding the preceding sentence, except as otherwise provided in Section
3 of this Article, the corporation shall be required to indemnify an Indemnitee
in connection with a proceeding (or part thereof) commenced by such Indemnitee
only if the commencement of such proceeding (or part thereof) by the Indemnitee
was authorized by the board of directors.

PREPAYMENT OF EXPENSES

Section 2. The corporation shall pay the expenses
(including attorneys' fees) incurred by an Indemnitee in defending any
proceeding in advance of its final disposition, provided, however, that, to the
extent required by law, such payment of the final disposition of the

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<PAGE> 20
proceeding shall be made only upon receipt of an undertaking by the Indemnitee
to repay all amounts advanced if it should be ultimately determined that the
Indemnitee is not entitled to be indemnified under this Article VIII or
otherwise.

CLAIMS

Section 3. If a claim for indemnification or
advancement of expenses under this Article VIII is not paid in full within
sixty (60) days after a written claim therefor by the Indemnitee has been
received by the corporation, the Indemnitee may file suit to recover the unpaid
amount of such claim and, if successful in whole or in part, shall be entitled
to be paid the expense of prosecuting such claim. In any such action the
corporation shall have the burden of proving that the Indemnitee is not
entitled to the requested indemnification or advancement of expenses under
applicable law.

NONEXCLUSIVITY OF RIGHTS

Section 4. The rights conferred on any Indemnitee by
this Article VIII shall not be exclusive of any other rights which such
Indemnitee may have or hereafter acquire under any statute, provision of the
certificate of incorporation, these By-laws, agreement, vote of stockholders or
disinterested directors or otherwise.

OTHER SOURCES

Section 5. The corporation's obligation, if any, to
indemnify or to advance expenses to any Indemnitee who was or is serving at
this request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity shall be
reduced by any amount such Indemnitee may collect as indemnification or
advancement of expenses from such other corporation, partnership, joint
venture, trust, enterprise or non-profit enterprise.

AMENDMENT OR REPEAL

Section 6. Any repeal or modification of the
foregoing provisions of this Article VIII shall not adversely affect any right
or protection hereunder of any Indemnitee in respect of any act or occurring
prior to the time of such repeal or modification.

OTHER INDEMNIFICATION AND PREPAYMENT OF EXPENSES

Section 7. This Article VIII shall not limit the
right of the corporation, to the extent and in the manner permitted by law, to
indemnify and to advance expenses to persons other than Indemnitees when and as
authorized by appropriate corporate action.

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<PAGE> 21
ARTICLE IX
AMENDMENTS

These By-laws may be altered or repealed at any
regular meeting of the board of directors, or at any special meeting of the
board of directors if notice of such alteration or repeal is contained in the
notice of such special meeting, or by majority vote of the stock outstanding at
the annual meeting of stockholders or at any special meeting of stockholders if
notice of such alteration or repeal is contained in the notice of such special
meeting.

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<PAGE> 1
EXHIBIT 10.4

AMERICAN MANAGEMENT SYSTEMS, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

Effective September 1, 1996

(As Revised September 1, 1997)

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----

<S> <C>
ARTICLE I-- PURPOSE; EFFECTIVE DATE..........................................1

1.1 Purpose...............................................................1
1.2 Effective Date........................................................1

ARTICLE II-- DEFINITIONS.....................................................1

2.1 Account...............................................................1
2.2 Actuarial Equivalent..................................................1
2.3 Base Rate.............................................................1
2.4 Beneficiary...........................................................2
2.5 Board.................................................................2
2.6 Cause.................................................................2
2.7 Change in Control.....................................................3
2.8 Committee.............................................................3
2.9 Company...............................................................3
2.10 Compensation.........................................................3
2.11 Deferral Commitment..................................................4
2.12 Deferral Period......................................................4
2.13 Determination Date...................................................4
2.14 Disability...........................................................4
2.15 Discretionary Contribution...........................................4
2.16 Earnings.............................................................4
2.17 Employer.............................................................4
2.18 Entrance Fee.........................................................4
2.19 Entrance Fee Base....................................................5
2.20 Financial Hardship...................................................5
2.21 Financial Plan.......................................................5
2.22 401(k) Plan..........................................................5
2.23 Full-Time Participants...............................................5
2.24 Incentive Compensation...............................................5
2.25 Participant..........................................................6
2.26 Participation Agreement..............................................6
2.27 Plan.................................................................6
2.28 Premium Rate.........................................................6
2.29 Retirement...........................................................6

ARTICLE III-- PARTICIPATION AND DEFERRAL COMMITMENTS.........................6

3.1 Eligibility and Participation.........................................6

</TABLE>

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<PAGE> 3
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
3.2 Form of Deferral......................................................7
3.3 Limitations on Deferral Commitments...................................7
3.4 Commitment Limited by Termination.....................................7
3.5 Modification of Deferral Commitment...................................8

ARTICLE IV-- DEFERRED COMPENSATION ACCOUNT...................................8

4.1 Account...............................................................8
4.2 Timing of Credits; Withholding........................................8
4.3 SEP Makeup Contribution...............................................8
4.4 Discretionary Contributions...........................................8
4.5 Determination of Account..............................................8
4.6 Vesting of Account....................................................9
4.7 Statement of Account..................................................9

ARTICLE V-- PLAN BENEFITS....................................................9

5.1 Distributions Prior to Termination of Employment......................9
5.2 Termination of Employment............................................10
5.3 Termination for Cause................................................10
5.4 Retirement Benefit...................................................10
5.5 Disability Benefit...................................................11
5.6 Accelerated Distribution.............................................11
5.7 Withholding for Taxes................................................11
5.8 Valuation and Settlement.............................................11
5.9 Payment to Guardian..................................................11
5.10 Company Discretionary Distribution..................................12

ARTICLE VI-- BENEFICIARY DESIGNATION........................................12

6.1 Beneficiary Designation..............................................12
6.2 Changing Beneficiary.................................................12
6.3 Community Property...................................................12
6.4 No Beneficiary Designation...........................................13

ARTICLE VII-- ADMINISTRATION................................................13

7.1 Committee; Duties....................................................13
7.2 Agents...............................................................14
7.3 Binding Effect of Decisions..........................................14
7.4 Indemnity of Committee...............................................14
</TABLE>

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<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ARTICLE VIII-- CLAIMS PROCEDURE.............................................14

8.1 Claim................................................................14
8.2 Review of Claim......................................................14
8.3 Notice of Denial of Claim............................................15
8.4 Reconsideration of Denied Claim......................................15
8.5 Employer to Supply Information.......................................16

ARTICLE IX-- AMENDMENT AND TERMINATION OF PLAN..............................16

9.1 Amendment............................................................16
9.2 Employer's Right to Terminate........................................16

ARTICLE X-- MISCELLANEOUS...................................................17

10.1 Unfunded Plan.......................................................17
10.2 Company and Employer Obligations....................................17
10.3 Unsecured General Creditor..........................................17
10.4 Trust Fund..........................................................17
10.5 Nonassignability....................................................18
10.6 Not a Contract of Employment........................................18
10.7 Protective Provisions...............................................18
10.8 Governing Law.......................................................18
10.9 Validity............................................................18
10.10 Notice.............................................................18
10.11 Successors.........................................................19

</TABLE>

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<PAGE> 5

AMERICAN MANAGEMENT SYSTEMS, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

ARTICLE I -- PURPOSE; EFFECTIVE DATE

1.1 PURPOSE

The purpose of this Executive Deferred Compensation Plan is to provide
current tax planning opportunities as well as supplemental funds for
retirement or death for selected employees of the Employer. It is intended
that the Plan will aid in attracting and retaining employees of exceptional.
ability by providing them with these benefits.

1.2 EFFECTIVE DATE

The Plan is effective as of September 1, 1996 (as revised September 1,
1997).

ARTICLE II -- DEFINITIONS

For the purposes of this Plan, the following terms shall have the
meanings indicated, unless the context clearly indicates otherwise:

2.1 ACCOUNT

"Account" means the device used by the Employer to measure and
determine the amount to be paid to a Participant under the Plan.

2.2 ACTUARIAL EQUIVALENT

"Actuarial Equivalent" means equivalence in value between two or more
forms and/or times of payment based on a determination by an actuary chosen
by the Committee, using sound actuarial assumptions at the time of such
determination.

2.3 BASE RATE

"Base Rate" means the effective annual Yield of the average of the
Moody's Average Corporate Bond Yield Index for the previous calendar month as
published by Moody's Investor Services, Inc. (or any successor publisher
thereto). or, if such index is no longer published, a substantially similar
index selected by the Board.

PAGE 1 - EXECUTIVE DEFERRED COMPENSATION PLAN
<PAGE> 6
2.4 BENEFICIARY

"Beneficiary" means the person, persons or entity entitled under
Article VI to receive any Plan benefits payable after a Participant's death.

2.5 BOARD

"Board" means the Board of Directors of the Company.

2.6 CAUSE

"Cause" shall mean termination upon.

(a) Your conviction or plea of guilty or nolo contenders to any
felony or misdemeanor, except misdemeanors relating to traffic offenses;

(b) The reasonable determination by the Company that you have engaged
in an act of personal dishonesty in any way relating to or affecting the
performance of your duties for the Company;

(d) Your willful continued failure to perform the duties assigned to
you by the Company (other than failure to perform due to physical or
mental disability);

(e) Gross negligence in the performance of your duties, or

(f) A breach of Company policy or of any written agreement between
you and the Company.

For purposes of this Section 2.6, no act, or failure to act. on your
part shall be considered "willful" unless done, or omitted to be done, by you
in bad faith and without reasonable belief that your action or emission was
in, or not opposed to, the best interests of the Company. Any act, or
failure to act, based upon authority given pursuant to a resolution duly
adopted by the Committee or based upon the advice of counsel for the Company
shall be conclusively presumed to be done, or omitted to be done, by you in
good faith and in the best interests of the Company. It is also expressly
understood that your attention to matters not directly related to the
business of the Company shall not provide a basis for termination for Cause
so long as the Company has approved your engagement in such activities.
Notwithstanding the foregoing, you shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered to you
a copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership of the Committee at a meeting
of the Committee called and held for this purpose (after reasonable notice to
you and an opportunity for you, together with your counsel, to be heard
before the Committee). finding that, in the good faith opinion of the
Committee you were guilty of the conduct set forth above in any of (a)
through (f) of this Section 2.6 and specifying the particulars thereof in
detail.

PAGE 2 - EXECUTIVE DEFERRED COMPENSATION PLAN
<PAGE> 7

2.7 CHANGE IN CONTROL

A "Change in Control" means a Change in Control of a nature that would
be required to be reported (assuming such event has not been "previously
reported") in response to Item 1(a) of he current report on Form 8-K, as in
effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or any successor
thereto; provided that, without limitation, such a Change in Control shall be
deemed to have occurred at such time as:

(a) Any person is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of thirty percent
(30%) or more of the combined voting power of the Company's Voting
Securities;

(b) During any period of two (2) consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of the
Company, together with any new directors whose election, or nomination for
election by the shareholders, was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who were either
directors at the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason to
constitute at least a majority of the Board of Directors of the Company;

(c) The sale by the Company of more than fifty percent (50%) of the
book value of its assets to a single purchaser or to a group of affiliated
purchasers; or

(d) The merger or consolidation of the Company in a transaction in
which the shareholders of the Company receive less than fifty percent
(50%) of the outstanding voting shares of the continuing corporation.
Notwithstanding anything in the foregoing to the contrary, no Change in
Control shall be deemed to have occurred by virtue of arty transaction
which results in a Participant, or group of Participants, acquiring,
directly or indirectly. twenty-five percent (25%) or more of the combined
voting power of the Company's Voting Securities.

2.8 COMMITTEE

"Committee" means the Administrative Committee appointed to administer
the Plan pursuant to Article VII hereof.

2.9 COMPANY

"Company" means American Management Systems, Inc., a Delaware
corporation.

2.10 COMPENSATION

"Compensation" means only base salary and Incentive Compensation
payable to a Participant during the calendar year, before reduction for
amounts deferred under this Plan or any other salary reduction program.

PAGE 3 - EXECUTIVE DEFERRED COMPENSATION PLAN
<PAGE> 8

2.11 DEFERRAL COMMITMENT

"Deferral Commitment" means a commitment made by a Participant to defer
Compensation pursuant to Article III.

2.12 DEFERRAL PERIOD

"Deferral Period" means each calendar year. The initial Deferral
Period, however, shall be from September 1, 1996, through December 31, 1996.

2.13 DETERMINATION DATE

"Determination Date" means the last day of each calendar month.

2.14 DISABILITY

"Disability" means a physical or mental condition that, in the opinion
of the Committee, shall prevent the Participant from satisfactorily
performing his usual duties for the Employer for a two (2) year period or
longer. The Committee shall determine the existence of the Disability and
may rely on advice from a medical examiner medical reports, and/or other
evidence satisfactory to the Committee.

2.15 DISCRETIONARY CONTRIBUTION

"Discretionary Contribution" means the Employer contribution credited
to a Participant's Account under Section 4.4.

2.16 EARNINGS

"Earnings" means the rate of growth credited to an account on each
Determination Date in a calendar year, the rate shall be the Base Rate unless
the Employer meets or exceeds its Financial Plan in a calendar year, in which
case the rate shall be the Premium Rate for all Participants who are not
Retired or not Disabled.

2.17 EMPLOYER

"Employer" means the Company and any U.S. subsidiary or affiliate of
the Company designated by the Board.

2.18 ENTRANCE FEE

"Entrance Fee" means an amount equal to four percent (4%) of any
deferral which is part of the Participant's First Deferral Commitment. In
subsequent Deferral Periods the Entrance Fee shall equal four percent (4%) of
the amount by which the deferral exceeds the Participant's Entrance Fee Base
less prior deferrals made during the current Deferral Period. The Executive
Committee of the Board of Directors may waive the four percent (4%) fee at
its discretion if such waiver is deemed to be in the best Financial interest
of the Company.

PAGE 4 - EXECUTIVE DEFERRED COMPENSATION PLAN
<PAGE> 9

2.19 ENTRANCE FEE BASE

"Entrance Fee Base" means for a Deferral Period an amount equal to the
Participant's first Deferral Commitment times the number of Deferral Periods
the Participant has participated in the Plan (including the current Deferral
Period), plus the portion of any subsequent Deferral Commitments subject to
the Entrance Fee times the number of Deferral Periods including. and
subsequent to, the payment of any such additional Entrance Fee, less total
deferrals made prior to the current Deferral Period.

2.20 FINANCIAL HARDSHIP

"Financial Hardship" means severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant
or of a dependent (as defined in Section 152(a) of the Internal Revenue Code)
of the Participant, loss of the Participant's property due to casualty, or
other similar extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant. The circumstances
that will constitute an unforeseeable emergency will depend upon the facts of
each case, but in any Case, payment may not be made to the extent that such
hardship is or may be relieved:

(a) Through reimbursement or compensation by insurance or otherwise;

(b) By liquidation of the Participant's assets, to the extent the
liquidation of such assets would not itself cause severe financial
hardship; or

2.21 FINANCIAL PLAN

"Financial Plan" means the plan approved by the Board of Directors in
the beginning of each year and used for purposes of setting AMS-wide profit
sharing goals.

2.22 401(k) PLAN

"401(k) Plan" means the American Management Systems, Inc. 401(k) plan,
as amended from time to time.

2.23 FULL-TIME PARTICIPANTS

Participants who worked a minimum of 1,248 hours in the Financial Plan
year on direct and/or indirect projects.

2.24 INCENTIVE COMPENSATION

"Incentive Compensation" means the cash portion of the amounts payable
to a participant as incentive awards under the Company's incentive
compensation plans.

PAGE 5 - EXECUTIVE DEFERRED COMPENSATION PLAN
<PAGE> 10
2.25 PARTICIPANT

"Participant" means any eligible individual who has elected to defer
Compensation under this Plan.

2.26 PARTICIPATION AGREEMENT

"Participation Agreement" means the agreement submitted by a
Participant to the Committee prior to the beginning of a Deferral Period,
with respect to a Deferral Commitment made for such Deferral Period.

2.27 PLAN

"Plan" means this Executive Deferred Compensation Plan as amended from
time to time.

2.28 PREMIUM RATE

"Premium Rate" means the Base Rate plus three percent (3%) (300 basis
points) for full-time. Participants and the Base Rate plus one and one-half
percent (1.5%) (150 basis points) for all other Participants. Retired
Participants shall not be eligible for the Premium Rate after the date of
retirement. Terminated employees are not eligible for the premium rate for
the year in which they terminate.

2.29 RETIREMENT

"Retirement" means a termination of employment which. in the opinion of
the Committee, based on the Participant's facts and circumstances, is a
termination for retirement and not to pursue employment or self-employment.

ARTICLE III -- PARTICIPATION AND DEFERRAL COMMITMENTS

3.1 ELIGIBILITY AND PARTICIPATION

(a) ELIGIBILITY. Eligibility to participate in the Plan shall be
limited to U.S. employees of Employer who are a Senior Consultant or
above. The Executive Committee of the Board of Directors, in its
Discretion may deem otherwise eligible employees to be ineligible to
Participate if such participation is deemed by the Executive Committee not
in the best financial interests of the Company.

(b) PARTICIPATION. An eligible individual may elect to participate in
the Plan with respect to any Deferral Period by submitting a Participation
Agreement to the Committee by the. thirtieth (30th) day of September
immediately preceding the beginning of the Deferral Period.

PAGE 6 - EXECUTIVE DEFERRED COMPENSATION PLAN
<PAGE> 11

3.2 FORM OF DEFERRAL

A Participant may elect Deferral Commitments in the Participation
Agreement as follows:

(a) SALARY DEFERRAL COMMITMENT. A salary Deferral Commitment shall be
related to the base salary payable by Employer to a Participant during the
Deferral Period. The amount to be deferred shall be stated as a percentage
amount.

(b) INCENTIVE DEFERRAL COMMITMENT. An incentive Deferral Commitment
shall be related to the Incentive Compensation payable by Employer to a
Participant during tire Deferral Period. The amount to be deferred shall
be stated either as a percentage or a dollar amount.

(c) BONUS DEFERRAL COMMITMENT. Subject to the, discretion of the
Executive Committee of the Board of Directors, a Participant may defer
bonuses payable by the employer during the deferral period. The amount to
be deferred shall be stated either as a percentage or as a dollar amount.

No deferral shall be permitted that is in violation of law. e.g., wage
garnishments, tax levies, or child support orders.

3.3 LIMITATIONS ON DEFERRAL COMMITMENTS

The following limitations shall apply to Deferral Commitments:

(a) MINIMUM. The minimum Salary Deferral Commitment amount shall be one
thousand dollars ($1,000) for each month in the Deferral Period. There
shall be no minimum deferral amount on an incentive Deferral Commitment.
The minimum Deferral Commitment for a Participant who enters participation
after the beginning of a Deferral Period shall be based on the number of
months remaining in the Deferral Period.

(b) MAXIMUM. The maximum deferral amount shall be fifty percent (50%)
of base salary in a salary Deferral Commitment and ninety percent (90%) of
Incentive Compensation in an incentive Deferral Commitment.

(c) CHANGES IN MINIMUM OR MAXIMUM. The Committee may change the minimum
or maximum deferral amounts from time to time by giving written notice to
all Participants. No such chance may affect a Deferral Commitment made
prior to the Committee's action.

3.4 COMMITMENT LIMITED BY TERMINATION

If a Participant terminates employment with Employer prior to the end
of the Deferral Period, the Deferral Period shall end at the date of
termination. The minimum deferral for the Deferral Period shall be based on
the number of months to the date of termination.

PAGE 7 - EXECUTIVE DEFERRED COMPENSATION PLAN
<PAGE> 12

3.5 MODIFICATION OF DEFERRAL COMMITMENT

Except as provided in Section 5.1(b) below, Deferral Commitments shall
be irrevocable.

ARTICLE IV -- DEFERRED COMPENSATION ACCOUNT

4.1 ACCOUNT

The amounts deferred by a Participant under the Plan any Employer
contributions and Earnings shall be credited to the Participant's Account.
Separate subaccounts may be maintained to reflect different forms of
distribution and levels of vesting and forms of payment. The Account shall
be a bookkeeping device utilized for the sole purpose of determining the
benefits payable under the Plan and shall not constitute a separate fund of
assets.

4.2 TIMING OF CREDITS; WITHHOLDING

A Participant's deferred Compensation shall be credited to the
Participant's Account at the time it would have been payable to the
Participant. Any withholding of taxes or other amounts with respect to
deferred Compensation or earnings that is required by state, federal or local
law shall be withheld from the Participant's nondeferred Compensation to the
maximum extent possible and any remaining amount shall reduce the amount
credited to the Participant's Account.

4.3 SEP MAKEUP CONTRIBUTION

If as a result of participation in this plan, a Participant's SEP
contribution is reduced. the Company shall credit an amount equal to the
foregone SEP contribution into the Participant's account on the date the SEP
contribution is made.

4.4 DISCRETIONARY CONTRIBUTIONS

Employer may make Discretionary Contributions to a Participant's
Account. Discretionary Contributions shall be credited at such times and in
such amounts as the Board in its sole discretion shall determine.

4.5 DETERMINATION OF ACCOUNT

Each Participant's Account as of each Determination Date shall consist
of the balance of the Account as of the immediately preceding Determination
Date, adjusted as follows:

(a) NEW DEFERRALS. The Account shall be increased by any deferred
Compensation credited since such Determination Date.

(b) ENTRANCE FEE. The Account shall be reduced by the Entrance Fee, if
any, on deferred Compensation credited since such Determination Date.

PAGE 8 - EXECUTIVE DEFERRED COMPENSATION PLAN
<PAGE> 13

(c) EMPLOYER CONTRIBUTIONS. The Account shall be increased by any
discretionary Employer contributions and SEP makeup contribution credited
since such Determination Date.

(d) DISTRIBUTIONS. The Account shall be reduced by any benefits
distributed from the Account to the Participant since such Determination
Date.

(e) EARNINGS. The Account shall be increased by the Earnings on the
average daily balance in the Account since such Determination Date.

4.6 VESTING OF ACCOUNT

Each Participant shall be vested in the amounts credited to such
Participant's Account and Earnings thereon as follows.

(a) AMOUNTS DEFERRED. A Participant shall be one hundred percent (100%)
vested at all times in the amount of Compensation elected to be deferred
under this Plan and Earnings thereon.

(b) DISCRETIONARY CONTRIBUTIONS. A Participant's Discretionary
Contributions and Earnings thereon shall become vested as determined by
the Board.

(c) SEP MAKEUP CONTRIBUTIONS. A Participant shall be one hundred
percent (100%) vested at all times in any SEP makeup contribution and
earnings thereon.

4.7 STATEMENT OF ACCOUNT

The Committee shall give to each Participant a Statement showing the
balance in the Participant's Account on a semi-annual basis and at such times
as may be determined by the Committee.

ARTICLE V -- PLAN BENEFITS

5.1 DISTRIBUTIONS PRIOR TO TERMINATION OF EMPLOYMENT

A Participant's Account may be distributed to the Participant prior to
termination of employment as follows:

(a) IN-SERVICE WITHDRAWALS. A Participant may elect in a Participation
Agreement to withdraw all or any portion of the amount deferred by that
Participation Agreement as of a date specified in the election. Such date
shall not be sooner than five (5) years after the date the Deferral Period
commences. The amount withdrawn shall not exceed the amount of'
Compensation deferred plus Earnings on the deferral. Such election shall
be made at the time the Deferral Commitment is made and can only be
amended if such amendment is made at least two (2) calendar years before
the calendar year in which the distribution was scheduled.

PAGE 9 - EXECUTIVE DEFERRED COMPENSATION PLAN
<PAGE> 14

(b) HARDSHIP WITHDRAWALS. Upon a finding that a Participant has
suffered a Financial Hardship, the Committee may, in its sole discretion,
(a) waive or modify the deferral commitment and/or (b) make distributions
from the Participant's Account. The amount of such a withdrawal shall be
limited to the amount reasonably necessary to meet the Participant's needs
resulting from the Financial Hardship. If payment is made due to Financial
Hardship under this Plan or the 401(k) Plan, the Participant's deferrals
under this Plan shall cease the remainder of the current calendar year and
for the following calendar year. Any resumption of the Participant's
deferrals under the Plan after this period shall be made only at the
election of the Participant in accordance with Article III herein.

(c) FORM OF PAYMENT AND TIME. Any distribution pursuant to Section
5.1(a) or 5.1(b) shall be payable in a lump sum. The distribution shall be
paid in the case of a partial withdrawal, as provided in the Participation
Agreement, and in case of a Financial Hardship, within thirty (30) days
after the determination of a Financial Hardship.

5.2 TERMINATION OF EMPLOYMENT

Upon a Participant's termination of employment with Employer for any
reason, other than Retirement or Disability, the Employer shall pay the
Participant, in the case of death the Participant's Beneficiary, a lump-sum
benefit equal to the balance (after recalculation if terminated for Cause) in
the Participant's Account. Such payment will be paid within sixty (60) days
of the termination.

5.3 TERMINATION FOR CAUSE

If a Participant is terminated for Cause, the Participant's account
shall be recalculated using only the Base Rate regardless of whether the
Employer has met or exceeded its Financial Plan in the current year or past
years. Any interest which exceeded the Base Rate and had been accrued to the
Participant's Account shall be forfeited. The recalculated Account balance
shall be paid in a lump sum.

5.4 RETIREMENT BENEFIT

Retirement benefits shall be paid in the form elected by the
Participant at the time of the deferral commitment.

(a) Form of benefit payments shall be one (1) of the following:

(i) Lump sum,

(ii) Annual installments with a maximum of ten (10); or

(iii) A portion in a lump sum and a portion in annual
installments.

(b) Benefits shall commence the last day of February in the calendar
year following the date of retirement.

PAGE 10 - EXECUTIVE DEFERRED COMPENSATION PLAN
<PAGE> 15

(c) SMALL ACCOUNT(S). Notwithstanding Section 5.4(a), if a
Participant's Account is under fifty thousand dollars ($50,000) on the
valuation date, the benefit shall be paid by a lump sum.

(d) CHANGE IN FORM AND COMMENCEMENT OF PAYMENT. A Participant may elect
to file a modified election as to form and timing of payment. To be
effective such modified election must be filed two (2) calendar years
prior to the calendar year in which distributions would have occurred if
the modification had not been made.

5.5 DISABILITY BENEFIT

At the time of the deferral commitment, the Participant must elect,
upon disability, to receive their benefit either in a lump sum or upon
Retirement as elected under Section 5.4 above.

5.6 ACCELERATED DISTRIBUTION

Notwithstanding any other provision of the Plan a Participant shall be
entitled to receive, upon written request to the Committee, a lump-sum
distribution equal to ninety percent (90%) of the vested Account balance as
of the Determination Date immediately preceding the date on which the
Committee receives the written request. The remaining balance shall be
forfeited by the Participant. The amount payable under this section shall be
paid in a lump sum within sixty-five (65) days following the receipt of the
notice by the Committee from the Participant. Any Participant who elects to
receive a benefit under this section shall not be eligible to participate in
or defer into this Plan in the future.

5.7 WITHHOLDING FOR TAXES

To the extent required by the law in effect at the time payments are
made, the Employer shall withhold from the payments made hereunder any Taxes
required to be withheld by the federal or any state or local government,
including any amounts which the Employer determines is reasonably necessary
to pay any generation-skipping transfer tax which is or may become due. A
beneficiary, however, may elect not to have withholding of federal income tax
pursuant to Section 3405(a)(2), of the Internal Revenue Code, or any
successor provision thereto.

5.8 VALUATION AND SETTLEMENT

The amount of a lump-sum payment and the initial amount of installments
shall be based on the value of the Participant's Account on the valuation
date. The valuation date shall be the date on which a lump sum is paid or
the date on which installments commence.

5.9 PAYMENT TO GUARDIAN

The Committee may direct payment to the duly appointed guardian,
conservator. or other similar legal representative of a Participant or
Beneficiary to whom payment is due. In the absence of such a legal
representative. the Committee may, in it sole and absolute discretion make
payment to a person having the care and custody of a minor, incompetent or
person

PAGE 11 - EXECUTIVE DEFERRED COMPENSATION PLAN
<PAGE> 16

incapable of handling the disposition of property upon proof satisfactory to the
Committee of incompetency, minority, or incapacity. Such distribution shall
completely discharge the Committee from all liability with respect to such
benefit.

5.10 COMPANY DISCRETIONARY DISTRIBUTION

The Executive Committee of the Board of Directors may elect to
distribute a Participant's account balance to the Participant if the
Executive Committee deems it to be in the best financial interests of the
Company.

ARTICLE VI -- BENEFICIARY DESIGNATION

6.1 BENEFICIARY DESIGNATION

Subject to Section 6.3, each Participant shall have the right, at any
time, to designate one (1) or more persons or an entity as Beneficiary (both
primary as well as secondary) to whom benefits under this Plan shall be paid
in the event of Participant's death prior to complete distribution of the
Participant's Account. Each Beneficiary designation shall be in a written
form prescribed by the Committee and shall be effective only when filed with
the Committee during the Participant's lifetime.

6.2 CHANGING BENEFICIARY

Subject to Section 6.3, any Beneficiary designation may be changed by a
Participant without the consent of the previously named Beneficiary by the
filing of a new designation with the Committee. The filing of a new
designation shall cancel all designations previously filed.

6.3 COMMUNITY PROPERTY

If the Participant resides in a community property state, the following
rules shall apply:

(a) Designation by a married Participant of a Beneficiary other than
the Participant's spouse shall not be effective unless the spouse executes
a written consent that acknowledges the effect of the designation, or it
is established the consent cannot be obtained because the spouse cannot be
located.

(b) A married participant's Beneficiary designation may be changed by a
Participant with the consent of the Participant's spouse as provided for
in Section 6.3(a) by the filing of a new designation with the Committee.

(c) If the Participant's marital status changes after the Participant
has designated a Beneficiary, the following shall apply:

(i) If the Participant is married at the time of death but was
unmarried when the designation was made, the designation shall be void
unless the spouse has consented to it in the manner prescribed in
Section 6.3(a)

PAGE 12 - EXECUTIVE DEFERRED COMPENSATION PLAN
<PAGE> 17

(ii) If the Participant is unmarried at the time of death but was
married when the designation was made:

a) The designation shall be void if the spouse was named as
Beneficiary unless Participant had submitted a change of beneficiary
listing the former spouse as the beneficiary.

b) The designation shall remain valid if a nonspouse Beneficiary
was named.

(iii) If the Participant was married when the designation was made
and is married to a different spouse at death, the designation shall be
void unless the new spouse has consented to it in the manner prescribed
above.

6.4 NO BENEFICIARY DESIGNATION

If any Participant fails to designate a Beneficiary in the manner
provided above, if the designation is void, or if the Beneficiary designated
by a deceased Participant dies before the Participant or before complete
distribution of the Participant's benefits, the Participant's Beneficiary
shall be the person in the first of the following classes in which there is a
survivor:

(a) The Participant's spouse;

(b) The Participant's children in equal shares, except that if any of
the children predeceases the Participant but leaves issue surviving. then
such issue shall take by right of representation the share the parent
would have taken if living;

ARTICLE VII -- ADMINISTRATION

7.1 COMMITTEE; DUTIES

This Plan shall be administered by the Administrative Committee. The
Committee shall be appointed by the Executive Committee of the Board of
Directors. The Committee shall have the authority to make, amend, interpret
and enforce all appropriate rules and regulations for the administration of
the Plan and decide or resolve any and all questions, including
interpretations of the Plan, as may arise in such administration. A majority
vote of the Committee members shall control any decision. Members of the
Committee may be Participants under this Plan.

7.2 AGENTS

The Committee may, from time to time, employ agents and delegate to
them such administrative duties as it sees fit, and may from time to time
consult with counsel who may be counsel to the Company.

PAGE 13 - EXECUTIVE DEFERRED COMPENSATION PLAN
<PAGE> 18

7.3 BINDING EFFECT OF DECISIONS

The decision or action of the Committee with respect to any question
arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated hereunder
shall be final, conclusive and binding upon all persons having any interest
in the Plan.

7.4 INDEMNITY OF COMMITTEE

The Company shall indemnify and hold harmless the members of the
Committee against any and all claims, loss, damage, expense or liability
arising from any action or failure to act with respect to this Plan on
account of such person's service on the Committee, except in the cast of
gross negligence or willful misconduct.

ARTICLE VIII -- CLAIMS PROCEDURE

8.1 CLAIM

The Committee shall establish rules and procedures to be followed by
Participants and Beneficiaries in (a) filing claims for benefits, and (b) for
furnishing and verifying proofs necessary to establish the right to benefits
in accordance with the Plan, consistent with the remainder of this Article.
Such rules and procedures shall require that claims and proofs be made in
writing and directed to the Committee.

8.2 REVIEW OF CLAIM

The Committee shall review all claims for benefits. Upon receipt by
the Committee of such a claim, it shall determine all facts which are
necessary to establish the right of the claimant to benefits under the
provisions of the Plan and the amount thereof as herein provided within
ninety (90) days of receipt of such claim. If prior to the expiration of the
initial ninety (90) day period, the Committee determines additional time is
needed to come to a determination on the claim, the Committee shall provide
written notice to the Participant, Beneficiary or other claimant of the need
for the extension, not to exceed a total of one hundred eighty (180) days
from the date the application was received.

8.3 NOTICE OF DENIAL OF CLAIM

In the event that any Participant, Beneficiary or other claimant claims
to be entailed to a benefit under the Plan, and the Committee determine that
such claim should be denied in whole or in part, the Committee shall, in
writing, notify such claimant that the claim has been denied, in whole or in
part, setting forth the specific reasons for such denial. Such notification
shall be written in a manner reasonably expected to be understood by such
claimant and shall refer to the specific sections of the Plan relied on,
shall describe any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or

PAGE 14 - EXECUTIVE DEFERRED COMPENSATION PLAN
<PAGE> 19

information is necessary, and where appropriate, shall include an explanation
of how the claimant can obtain reconsideration of such denial.

8.4 RECONSIDERATION OF DENIED CLAIM

(a) Within sixty (60) days after receipt of the notice of the denial of
a claim, such claimant or duly authorized representative may request, by
mailing or delivery of such written notice to the Committee, a
reconsideration by the Committee of the decision denying the claim. If the
claimant or duty authorized representative fails to request such a
reconsideration within such sixty (60) day period. it shall be
conclusively determined for all purposes of this Plan that the denial of
such claim by the Committee is correct. If such claimant or duly
authorized representative requests a reconsideration within such sixty
(60) day period, the claimant or duly authorized representative shall have
thirty (30) days after filing a request for reconsideration to submit
additional written material in support of the claim, review pertinent
documents, and submit issues and comments in writing.

(b) After such reconsideration request, the Committee shall determine
within sixty (60) days of receipt of the claimant's request for
reconsideration whether such denial of the claim was correct and shall
notify such claimant in writing of its determination. The written notice
of decision shall be in writing and shall include specific reasons for the
decision, written in a manner calculated to be understood by the claimant,
as well as specific reference to the pertinent Plan provisions on which
the decision is based. In the event of special circumstances determined by
the Committee, the time for the Committee to make a decision may be
extended by an additional sixty (60) days upon written notice to the
claimant prior to the commencement of the extension. If such determination
is favorable to the claimant, it shall be binding and conclusive. If such
determination is adverse to such claimant, it shall be binding and
conclusive unless the claimant or his duly authorized representative
notifies the Committee within ninety (90) days after the mailing or
delivery to the claimant by the Committee of its determination that
claimant intends to institute legal proceedings challenging the
determination of the Committee and actually institutes such legal
proceedings within one hundred eighty (180) days after such mailing or
delivery.

8.5 EMPLOYER TO SUPPLY INFORMATION

To enable the Committee to perform its functions, the Employer shall
supply full and timely information to the Committee of all matters relating
to the retirement, death or other cause for termination of employment of all
Participants, and such other pertinent facts as the Committee may require.

PAGE 15 - EXECUTIVE DEFERRED COMPENSATION PLAN
<PAGE> 20

ARTICLE IX -- AMENDMENT AND TERMINATION OF PLAN

9.1 AMENDMENT

The Board may at any time amend the Plan by written instrument, notice
of which is given to all Participants and to Beneficiaries receiving
installment payments, subject to the following;

(a) PRESERVATION OF ACCOUNT BALANCE. No amendment shall reduce the
amount accrued in any Account to the date such notice of the amendment is
given.

(b) CHANGES IN EARNINGS RATE. No amendment shall reduce the rate of
earnings to be credited after the date of the amendment to the amount
already accrued in any Account and any Deferred Compensation credited to
the Account under Deferral Commitments already in effect on that date.

9.2 EMPLOYER'S RIGHT TO TERMINATE

The Board may at any time partially or completely terminate the Plan
if, in its judgment, the tax, accounting or other effects of the continuance
of the Plan, or potential payments thereunder would not be in the best
interests of Employer.

(a) PARTIAL TERMINATION. The Board may partially terminate the Plan by
instructing the Committee not to accept any additional Deferral
Commitments. If such a partial termination occurs, the Plan shall continue
to operate and be effective with regard to Deferral Commitments entered
into prior to the effective date of such partial termination.

(b) COMPLETE TERMINATION. The Board may completely terminate the Plan
by instructing the Committee not to accept any additional Deferral
Commitments, and by terminating all ongoing Deferral Commitments. If such
a complete termination occurs, the Plan shall cease to operate and
Employer shall pay out each Account. Payment shall be made in equal
monthly installments over the following period, based on the Account
balance:

<TABLE>
<CAPTION>
ACCOUNT BALANCE PAYOUT PERIOD
----------------------------------------------------------
<S> <C>
Less than $50,000 Lump Sum
$50,000 but less than $100,000 3 Years
More than $100,000 5 Years
----------------------------------------------------------
</TABLE>

Payments shall commence within sixty-five (65) days after the Board
Terminates the Plan and earnings shall continue to be credited on the unpaid
Account balance at the rate specified in Section 4.5(e).

PAGE 16 - EXECUTIVE DEFERRED COMPENSATION PLAN
<PAGE> 21

ARTICLE X -- MISCELLANEOUS

10.1 UNFUNDED PLAN

This plan is an unfunded plan maintained primarily to provide deferred
compensate benefits for a select group of management or highly-compensated
employees' within the meaning of Sections 201, 301 and 401 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and therefore
is exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.

10.2 COMPANY AND EMPLOYER OBLIGATIONS

The obligation to make benefit payments to any Participant under the
Plan shall be a joint and several liability of the Company and the Employer
that employed the Participant.

10.3 UNSECURED GENERAL CREDITOR

Participants and Beneficiaries shall be unsecured general creditors,
with no secured or preferential right to any assets of Employer or any other
party for payment of benefits under this Plan. Any life insurance policies
annuity contracts or other property purchased by Employer in connection with
this Plan shall remain its general, unpledged and Unrestricted assets.
Employees obligation under the Plan shall be an unfunded and unsecured
promise to pay money in the future.

10.4 TRUST FUND

At its discretion, the Company may establish one or more trusts with
such trustees as the Board may approve, for the purpose of providing for the
payment of benefits owed under the Plan. Although such a trust shall be
irrevocable, its assets shall be held for payment of all the Company's
general creditors in the event of insolvency or bankruptcy. To the extent
any benefits provided under the Plan are paid from any such trust, Employer
shall have no further obligation to pay them. If not paid from the trust,
such benefits shall remain the obligation of Employer.

10.5 NONASSIGNABILITY

Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, transfer, hypothecate or convey in advance of actual receipt the
amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and
nontransferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, nor be transferable by operation of law in the event of a
Participant's or any other person's bankruptcy or insolvency.

PAGE 17 - EXECUTIVE DEFERRED COMPENSATION PLAN
<PAGE> 22

10.6 NOT A CONTRACT OF EMPLOYMENT

This Plan shall not constitute a contract of employment between
Employer and the Participant. Nothing in this Plan shall give a Participant
the right to be retained in the service of Employer or to interfere with the
right of Employer to discipline or discharge a Participant at any time.

10.7 PROTECTIVE PROVISIONS

A Participant will cooperate with Employer by furnishing any and all
information requested by Employer in order to facilitate the payment of
benefits hereunder, and by taking such physical examinations as Employer may
deem necessary and taking such other action as may be requested by Employer.

10.8 GOVERNING LAW

The provisions of this Plan shall be construed and interpreted
according to the laws of the Commonwealth of Virginia, except as preempted by
federal law.

10.9 VALIDITY

In case any provision of this Plan shall be held illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining
parts hereof, but this Plan shall be construed and enforced as if such
illegal and invalid provision had never been inserted herein.

10.10 NOTICE

Any notice required or permitted under the Plan shall be sufficient if
in writing and hand delivered or sent by registered or certified mail. Such
notice shall be deemed as given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification. Mailed notice to the Committee shall be
directed to the Company's address. Mailed notice to a Participant or
Beneficiary shall be directed to the individual's last known address in
Employer's records.

PAGE 18 - EXECUTIVE DEFERRED COMPENSATION PLAN
<PAGE> 23

10.11 SUCCESSORS

The provisions of this Plan shall bind and inure to the benefit of
Employer and its successors and assigns. The term successors as used herein
shall include any corporate or other business entity which shall, whether by
merger, consolidation, purchase or otherwise acquire all or substantially all
of the business and assets of Employer, and successors of any such
corporation or other business entity.

AMERICAN MANAGEMENT SYSTEMS, INC.

By:
-----------------------------------------

Dated:
-----------------------------------------

PAGE 19 - EXECUTIVE DEFERRED COMPENSATION PLAN

<PAGE> 1
EXHIBIT 10.5

AMERICAN MANAGEMENT SYSTEMS, INC.

OUTSIDE DIRECTOR DEFERRED COMPENSATION PLAN

EFFECTIVE JANUARY 1, 1997
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I - PURPOSE; EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1. Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2. Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.1. Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.2. Actuarial Equivalent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.3. Base Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.4. Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.5. Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.6. Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.7. Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.8. Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.9. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.10. Deferral Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.11. Deferral Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.12. Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.13. Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.14. Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.15. Entrance Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.16. Entrance Fee Base . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.17. Financial Hardship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.18. Financial Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.19. Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.20. Participation Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.21. Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.22. Premium Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.23. Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE III - PARTICIPATION AND DEFERRAL COMMITMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.1. Eligibility and Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.2. Deferral Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.3. Limitations on Deferral Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.4. Modification of Deferral Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE IV - DEFERRED COMPENSATION ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.1. Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.2. Timing of Credits; Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.3. Determination of Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.4. Vesting of Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.5. Statement of Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>

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<TABLE>
<S> <C>
ARTICLE V - PLAN BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5.1. Distributions Prior to Termination of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5.2. Termination of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5.3. Retirement Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.4. Disability Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.5. Accelerated Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.6. Withholding for Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.7. Valuation and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.8. Payment to Guardian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.9. Company Discretionary Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE VI - BENEFICIARY DESIGNATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6.1. Beneficiary Designation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6.2. Changing Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6.3. Community Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6.4. No Beneficiary Designation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE VII - ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.1. Committee; Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.2. Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.3. Binding Effect of Decisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.4. Indemnity of Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE VIII - CLAIMS PROCEDURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
8.1. Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
8.2. Review of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
8.3. Notice of Denial of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
8.4. Reconsideration of Denied Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
8.5. Company to Supply Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE IX - AMENDMENT AND TERMINATION OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
9.1. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
9.2. Company's Right to Terminate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE X - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
10.1. Unfunded Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
10.2. Company Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
10.3. Unsecured General Creditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
10.4. Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
10.5. Nonassignability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
10.6. Not a Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
10.7. Protective Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
10.8. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>

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<TABLE>
<S> <C>
10.9. Validity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
10.10. Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
10.11. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>

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<PAGE> 5

AMERICAN MANAGEMENT SYSTEMS, INC.

OUTSIDE DIRECTOR DEFERRED COMPENSATION PLAN

ARTICLE I - PURPOSE; EFFECTIVE DATE

1.1. PURPOSE

The Compensation Plan is to provide current tax planning opportunities
as well as supplemental funds for retirement or death for outside directors of
the Company. It is intended that the Plan will aid in attracting and retaining
directors of exceptional ability by providing them with these benefits.

1.2. EFFECTIVE DATE

The Plan is effective as January 1, 1997.

ARTICLE II - DEFINITIONS

For the purposes of this Plan. the following terms shall have the
meanings indicated, unless the context clearly indicates otherwise:

2.1. ACCOUNT

"Account" means the device used by the Company to measure and
determine the amount. to be paid to a Participant under the Plan.

2.2. ACTUARIAL EQUIVALENT

"Actuarial Equivalent" means equivalence in value- between two or more
forms and/or times of payment based on a determination by an actuary chosen by
the Committee, using sound actuarial assumptions at the time of such
determination.

2.3. BASE RATE

"Base Rate" means the effective annual yield of the average of the
Moody's Average Corporate Bond Yield Index for the previous calendar month as
published by Moody's Investor Services, Inc. (or any successor publisher
thereto). or, if such index is no longer published, a substantially similar
index selected by the Board.

2.4. BENEFICIARY

"Beneficiary" means the person, persons or entity entitled under
Article VI to receive any Plan benefits payable after a Participant's death.

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<PAGE> 6

2.5. BOARD

"Board" means the Board of Directors of the Company.

2.6. CHANGE IN CONTROL

A "Change in Control" means a Change in Control of a nature that
would be required to be reported (assuming such event has not been "previously
reported") in response to item I (a) of the current report on Form 8-K, as in
effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or any successor
thereto-, provided that, without limitation, such a Change in Control shall be
deemed to have occurred at such time as:.

(a) Any person is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act). directly or indirectly,
of thirty percent (30%) or more of the combined voting power of the
Company's Voting Securities;

(b) During any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the Board
of Directors of the Company, together with any new directors whose
election, or nomination for election by the shareholders, was approved
by a vote of at least two-thirds (2/3) of the directors then still in
office who were either director' at the beginning of the period or
whose election or nomination for election was previously so approved,
cease for any reason to constitute at least a majority of the Board of
Directors of the Company;

(c) The sale by the Company of more than fifty percent
(50%) of the book value of its assets to a single purchaser or to a
group of affiliated purchasers; or

(d) The merger or consolidation of the Company in a
transaction in which the shareholders of the Company receive less than
fifty percent (50%) of the outstanding voting shares of the continuing
corporation. Notwithstanding anything in the foregoing to the
contrary, no Change in Control shall be deemed to have occurred by
virtue of any transaction which results in a Participant, or group of
Participants. acquiring, directly or indirectly, twenty-five percent
(25%) or more of the combined voting power of the Company's Voting
Securities.

2.7. COMMITTEE

"Committee" means the Administrative Committee appointed to administer
the Plan pursuant to Article VII hereof.

2.8. COMPANY

"Company" means American Management Systems, Inc., a Delaware
corporation, or successor thereto.

2.9. COMPENSATION

PAGE 2 - OUTSIDE DIRECTOR DEFERRED COMPENSATION PLAN
<PAGE> 7

"Compensation" means all of the fees including retainer, meeting and
committee meeting fees payable by the Company for services on the Board.

2.10. DEFERRAL COMMITMENT

"Deferral Commitment" means a commitment made by a Participant to
defer Compensation pursuant to Article III.

2.11. DEFERRAL PERIOD

"Deferral Period" means each calendar year. The initial Deferral
Period, however, shall be from January 1, 1997, through December 31, 1997.

2.12. DETERMINATION DATE

"Determination Date" means the last day of each calendar month.

2.13. DISABILITY

"Disability" means a physical or mental condition that, in the opinion
of the Committee, shall prevent the Participant from satisfactorily performing
his usual duties for the Company for a two (2) year period or longer. The
Committee shall determine the existence of the Disability and may rely on
advice from a medical examiner, medical reports, and/or other evidence
satisfactory to the Committee.

2.14. EARNINGS

"Earnings" means the rate of growth credited to an account on each
Determination Date in a calendar year. The rate shall be the Base Rate unless
the Company meets or exceeds its Financial Plan in a calendar year, in which
case the rate shall be the Premium Rate for all Participants who are not
Retired or not Disabled.

2.15. ENTRANCE FEE

"Entrance Fee" means an amount equal to four percent (4%) of any
deferral which is part of the Participant's first Deferral Commitment. In
subsequent Deferral Periods the Entrance Fee shall equal four percent (4%) of
the amount by which the deferral exceeds the Participant's Entrance Fee Base
less prior deferrals made during the current Deferral Period. The Executive
Committee of the Board of Directors may waive the four percent (4%) fee at its
discretion if such waiver is deemed to be in the best financial interest of the
Company.

2.16. ENTRANCE FEE BASE

"Entrance Fee Base" means for a Deferral Period an amount equal to the
Participant's first Deferral Commitment times the number of Deferral Periods
the Participant has participated in the Plan (including the current Deferral
Period), plus the portion of any subsequent Deferral Commitment subject to the
Entrance Fee times the number of Deferral Periods including, and

PAGE 3 - OUTSIDE DIRECTOR DEFERRED COMPENSATION PLAN
<PAGE> 8

subsequent to, the payment of any such additional Entrance Fee, less total
deferrals made prior to the current Deferral Period.

2.17. FINANCIAL HARDSHIP

"'Financial Hardship" means severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident of the
Participant or of a dependent (as defined in Section 152(a) of the Internal
Revenue Code) of the Participant, loss of the Participant's property due to
casualty, or other similar extraordinary and unforseeable circumstances arising
as a result of events beyond the control of the Participant. The circumstances
that will constitute an unforseeable emergency will depend upon the facts of
each case, but in any case, payment may not be made to the extent that such
hardship is or may be relieved:

(a) Through reimbursement or compensation by insurance or
otherwise;

(b) By liquidation of the Participant's assets, to the
extent the liquidation of such assets would not itself cause severe
financial hardship; or

2.18. FINANCIAL PLAN

The plan approved by the Board of Directors in the beginning of each
year and used for purposes of setting AMS-wide profit sharing goals.

2.19. PARTICIPANT

"Participant" means any eligible individual who has elected to defer
Compensation under this Plan.

2.20. PARTICIPATION AGREEMENT

"Participation Agreement" means the agreement submitted by a
Participant to the Committee prior to the beginning of a Deferral Period, with
respect to a Deferral Commitment made for such Deferral Period.

2.21. PLAN

"Plan" means this Outside Director Deferred Compensation Plan as
amended from time to time.

2.22. PREMIUM RATE

"Premium Rate" means the Base Rate plus three percent (3%) (300 basis
points). Retired Participants shall not be eligible for the Premium Rate after
the date of retirement. Terminated employees are not eligible for the premium
rate for the year in which they terminate.

PAGE 4 - OUTSIDE DIRECTOR DEFERRED COMPENSATION PLAN
<PAGE> 9

2.23. RETIREMENT

"Retirement" means a termination of service on the Board after the
Participant attains age fifty-five (55).

ARTICLE III - PARTICIPATION AND DEFERRAL COMMITMENTS

3.1. ELIGIBILITY AND PARTICIPATION

ELIGIBILITY. Eligibility to Participate in the plan shall be limited
to outside directors of the Company.

PARTICIPATION. An eligible individual may elect to participate in the
Plan with respect to any Deferral Period by submitting a Participation
Agreement to the Committee by the fifteenth (15th) day of December the month
immediately preceding the beginning of the Deferral Period.

3.2. DEFERRAL COMMITMENT

FEE DEFERRAL COMMITMENT. A Fee Deferral Commitment shall be related
to the fees payable by the Company to a Participant during the Deferral Period.
The amount to be deferred shall be stated as a percentage amount.

3.3. LIMITATIONS ON DEFERRAL COMMITMENTS

The following, limitations shall apply to Deferral Commitments:

(a) MINIMUM. The minimum deferral amount shall be fifty
percent (5096) of Board lees in the Deferral Period. The minimum
Deferral Commitment for a Participant who enters participation after
the beginning of a Deferral Period shall be based on the number of
months remaining in the Deferral Period.

(b) MAXIMUM. The maximum deferral amount shall be one
hundred percent (100%) of Board fees.

(c) CHANGES IN MINIMUM OR MAXIMUM. The Committee may
change the minimum or maximum deferral amounts from time to time by
giving written notice to all Participants. No such change may affect
a Deferral Commitment made prior to the Committee's action.

3.4. MODIFICATION OF DEFERRAL COMMITMENT

Except as provided in Section 5.1(b) below, Deferral Commitments shall
be irrevocable.

ARTICLE IV - DEFERRED COMPENSATION ACCOUNT

4.1. ACCOUNT

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<PAGE> 10

The amounts deferred by a Participant under the Plan, any Company
contributions and Earnings shall be credited to the Participant's Account.
Separate subaccounts may be maintained to reflect different forms of
distribution and levels of vesting and forms of payment. The Account shall be
a bookkeeping device utilized for the sole purpose of determining the benefits
payable under the Plan and shall not constitute a separate fund of assets.

4.2. TIMING OF CREDITS; WITHHOLDING

4.3. DETERMINATION OF ACCOUNT

(a) Each Participant's Account as of each Determination
Date shall consist of the balance of the Account as of the immediately
preceding Determination Date, adjusted as follows:

(b) NEW DEFERRALS. The Account shall be increased by any
deferred Compensation credited since such Determination Date.

(c) ENTRANCE FEE. The Account shall be reduced by the
Entrance fee, if any, on deferred Compensation credited since such
Determination Date.

(d) DISTRIBUTIONS. The Account shall be reduced by any
benefits distributed from the Account to the Participant since such
Determination Date.

(e) EARNINGS. The Account shall be increased by the
Earnings on the average daily balance in the Account since such
Determination Date.

4.4. VESTING OF ACCOUNT

A Participant shall be one hundred percent (100%) vested at all times
in the amount of Compensation elected to be deferred under this Plan and
Earnings thereon.

4.5. STATEMENT OF ACCOUNT

The Committee shall give to each Participant a statement showing the
balance in the Participant's Account on a semi-annual basis and at such times
as may be determined by the Committee.

PAGE 6 - OUTSIDE DIRECTOR DEFERRED COMPENSATION PLAN
<PAGE> 11

ARTICLE V - PLAN BENEFITS

5.1. DISTRIBUTIONS PRIOR TO TERMINATION OF SERVICE

A Participant's Account may be distributed to the Participant prior to
termination of service on the Board as follows:

(a) IN-SERVICE WITHDRAWALS. A Participant may elect in a
Participation Agreement to withdraw all or any portion of the amount
deferred by that Participation Agreement as of a date specified in the
election. Such date shall not be sooner than Five (5) years after the
date the Deferral Period commences. The amount Withdrawn shall not
exceed the amount of Compensation deferred plus Earnings on the
deferral. Such election shall be made at the time the Deferral
Commitment is made and can only be amended if such amendment is made
at least two (2) calendar years before the calendar year in which the
distribution was scheduled.

(b) HARDSHIP WITHDRAWALS. Upon a finding that a
Participant has sufferer a Financial Hardship, the Committee may, in
its sole discretion, (a) waive or modify the deferral commitment
and/or (b) make distributions from the Participant's Account. The
amount of such withdrawal shall be limited to the amount reasonably
necessary to meet the Participant's needs resulting from the Financial
Hardship. If payment is made due to Financial Hardship under this
Plan, the Participant's deferrals under this Plan shall cease the
remainder of the current calendar year and for the following calendar
year. Any resumption of the Participant's deferrals under the Plan
after this period shall be made only at the election of the
Participant in accordance with Article III herein.

(c) FORM OF PAYMENT AND TIME. Any distribution pursuant
to Section 5.1(a) or 5.l(b) shall be payable in a lump sum. The
distribution shall be paid in the case of a partial withdrawal, as
provided in the Participation Agreement, and in case of Financial
Hardship, within thirty (30) days after the determination of a
Financial Hardship.

5.2. TERMINATION OF SERVICE

Upon a Participant's termination of service on the Board for any
reason other than Retirement or Disability, the Company shall pay the
Participant, or, in the case of death, the Participant's Beneficiary, a
lump-sum, benefit equal to the balance in the Participant's Account. Such
payment will be paid within sixty (60) days of the termination.

5.3. RETIREMENT BENEFIT

Retirement benefits shall be paid in the form elected by the
Participant at the time of the deferral commitment.

(a) Form of benefit payments shall be one (1) of the
following:

(i) Lump sum;

PAGE 7 - OUTSIDE DIRECTOR DEFERRED COMPENSATION PLAN
<PAGE> 12

(ii) Annual installments with a maximum
of ten (10); or

(iii) A portion in a lump sum and a
portion in annual installments.

(b) Benefits shall commence the last day of February in
the calendar year following the date of retirement.

(c) Small Account(s). Notwithstanding Section 5.3(a), if
a Participant's Account is under fiery thousand dollars ($50,000) on
the valuation date, the benefit shall be paid in a lump sum.

(d) Change in Form and Commencement of Payment. A
Participant may elect to file modified election as to form and timing,
of payment To be effective such modified election must be filed two
(2) calendar years prior to the calendar year in which distributions
would have occurred if the modification had not been made.

5.4. DISABILITY BENEFIT

At the time of the deferral commitment, the Participant must elect,
upon disability, to receive their benefit either in a lump sum or upon
Retirement as elected under Section 5.3 above.

5.5. ACCELERATED DISTRIBUTION

Notwithstanding any other provision of the Plan a Participant shall be
entitled to receive, upon written request to the Committee, a lump-sum
distribution equal to ninety percent (90%) of the vested Account balance as of
the Determination Date immediately preceding the date on which the Committee
receives the written request. The remaining balance shall be forfeited by the
Participant. The amount payable under this section shall be paid in a lump sum
within sixty-five (65) days following the receipt of the notice by the
Committee from the Participant. Any Participant who elects to receive a
benefit under this section shall not be eligible to participate in or defer
into this Plan in the future.

5.6. WITHHOLDING FOR TAXES

To the extent required by the law in effect at the time payments are
reads, the Company shall withhold from the payments made hereunder any Taxes
required to be withheld by the federal or ally state or local government,
including any amounts which the Company determines is reasonably necessary to
pay any generation skipping transfer tax which is or may become due A
beneficiary, however, may elect not to have withholding of Federal income tax
pursuant to Section 3405(a)(2) of the Internal Revenue Code, or any successor
provision thereto.

5.7. VALUATION AND SETTLEMENT

The amount of a lump-sum payment and the initial amount of
installments shall be based on the value of the Participant's Account on the
valuation date. The valuation date shall be the date on which a lump sum is
paid or the date on which installments commence.

PAGE 8 - OUTSIDE DIRECTOR DEFERRED COMPENSATION PLAN
<PAGE> 13

5.8. PAYMENT TO GUARDIAN

The Committee may direct payment to the duly appointed guardian,
conservator, or other similar legal representative of a Participant or
Beneficiary to whom payment is due In the absence of such a legal
representative, the Committee may, in it sole and absolute discretion, make
payment to a person having the care and custody of a minor, incompetent or
person incapable of handling the disposition of property upon proof
satisfactory to the Committee of incompetency, minority, or incapacity. Such
distribution shall completely discharge the Committee from all liability with
respect to such benefit.

5.9. COMPANY DISCRETIONARY DISTRIBUTION

The Executive Committee of the Board of Directors may elect to
distribute a Participant's account balance to the Participant if the Executive
Committee deems it to be in the best financial interests of the Company.

ARTICLE VI - BENEFICIARY DESIGNATION

6.1. BENEFICIARY DESIGNATION

Subject to Section 6.3, each Participant shall have the right, at any
time, to designate or[e or more persons or an entity as Beneficiary (both
primary as well as secondary) to whom benefits under this Plan shall be paid in
the event of Participant's death prior to complete distribution of the
Participant's Account. Each Beneficiary designation shall be in a written form
prescribed by the Committee and shall be effective only when fiend with the
Committee during the Participant's lifetime.

6.2. CHANGING BENEFICIARY

Subject to Section 6.3, any Beneficiary designation new be changed by
a Participant without the consent of the previously named Beneficiary by the
filing of a new designation with the Committee. The filing of a new designation
shall cancel all designations previously filed.

6.3. COMMUNITY PROPERTY

If the Participant resides in a community property state, the
following rules shall apply

(a) Designation by a roamed Participant of a Beneficiary
other than the Participant's spouse shall not be effective unless the
spouse executes a written consent that acknowledges the effect of the
designation, or it is established the consent cannot be obtained
because the spouse cannot be located.

(b) A married Participant's Beneficiary designation may
be changed by a Participant troth the consent of the Participant's
spouse as provided For in Section 6.3(a) by the filing of a new
designation with the Committee.

PAGE 9 - OUTSIDE DIRECTOR DEFERRED COMPENSATION PLAN
<PAGE> 14

(c) If the Participant's marital status changes after the
Participant has designated a Beneficiary, the following, shall apply:

(i) If the Participant is marked at the
time of death but was unmarried when the designation
was made, the designation shall be void unless the
spouse has consented to it in the Planner prescribed
in Section 6.3(a).

(ii) If the Participant is unmarried at
the time of death but was married when the
designation was made:

a) The designation shall be void
if the spouse was named as Beneficiary unless
Participant had submitted a change of
beneficiary listing the former spouse as the
beneficiary.

b) The designation shall remain
valid if a nonspouse Beneficiary was named.

(iii) If the Participant divas married
when the designation was made and is married to a
different spouse at death, the designation shall be
void unless the new spouse has consented to it in the
manner prescribed above.

6.4. NO BENEFICIARY DESIGNATION

If any Participant fails to designate a Beneficiary in the manner
provided above, if the designation is void, or if the Beneficiary designated by
a deceased Participant dies before the Participant or before complete
distribution of the Participant's benefits. the Participant's Beneficiary shall
be the person in the first of the following classes in which there is a
survivor:

(a) The Participant's spouse;

(b) The Participant's children in equal shares, except
that if any of the children predeceases the Participant but leaves
issue surviving. then such issue shall take by right of representation
the share the parent would have taken if living;

ARTICLE VII - ADMINISTRATION

7.1. COMMITTEE; DUTIES

PAGE 10 - OUTSIDE DIRECTOR DEFERRED COMPENSATION PLAN
<PAGE> 15

the Plan, as may arise in such administration. A majority vote of the
Committee members shall control any decision. Members of the Committee may be
Participants under this Plan.

7.2. AGENTS

The Committee may, from time to time, employ agents and delegate to
them such administrative duties as it sees fit, and may from time to time
consult with counsel who may be counsel to the Company.

7.3. BINDING EFFECT OF DECISIONS

The decision or action of the Committee with respect to any question
arising, out of or in connection lavish the administration, interpretation ant
application of the Plan and the rules and regulations promulgated hereunder
shall be final, conclusive and binding upon all persons having any interest in
the Plan.

7.4. INDEMNITY OF COMMITTEE

The Company shall indemnity and hold harmless the members of the
Committee against my and all claims, loss. damage, expense or liability arising
from any action or failure to act with respect to this Plan on account of such
person's service on the Committee, except in the case of gross negligence or
willful misconduct.

ARTICLE VIII - CLAIMS PROCEDURE

8.1. CLAIM

The Committee shall establish rules and procedures to be followed by
Participants and Beneficiaries in (a) filing claims for benefits, and (b) for
furnishing and verifying proofs necessary to establish the right to benefits in
accordance with the Plan, consistent with the remainder of this Article. Such
rules and procedures shall require that claims and proofs be made in writing
and directed to the Committee.

8.2. REVIEW OF CLAIM

The Committee shall review all claims for benefits. Upon receipt by
the Committee of such a claim, it shall determine all facts which are necessary
to establish the right of the claimant to benefits under the provisions of the
Plan and the amount thereof as herein provided within ninety (90) dam of
receipt of such claim. If prior to the expiration of the initial ninety (90)
day period, the Committee determines additional time is needed to come to a
determination on the claim, the Committee shall provide Driven notice to the
Participant, Beneficiary or other claimant of the need for the extension, not
to exceed a total of one hundred eighty (180) days from the date the
application Divas received.

8.3. NOTICE OF DENIAL OF CLAIM

PAGE 11 - OUTSIDE DIRECTOR DEFERRED COMPENSATION PLAN
<PAGE> 16

In the event that any Participant, Beneficiary or other claimant
claims to be entitled to a benefit under the Plan, and the Committee determines
that such claim should be denied in whole or in part, the Committee shall, in
writing, notify such claimant that the claim has been denied, in whole or in
part, setting forth the specific reasons for such denial. Such notification
shall be written in a manner reasonably expected to be understood by
such-claimant and shall refer to the specific sections of the Plan relied on,
shall describe any additional material or information necessary for the
claimant to perfect the claim ant an explanation of why such material or
information is necessary, and where appropriate, shall include an explanation
of how the claimant can obtain reconsideration of such denial.

8.4. RECONSIDERATION OF DENIED CLAIM

(a) Within sixty (60) days after receipt of the notice of
the denial of a claim, such claimant or duly authorized representative
may request, bar mailing or delivery of such written notice to the
Committee, a reconsideration by the Committee of the decision denying
the claim. If the claimant or duly authorized representative fails to
request such a reconsideration within such sixty (60) day period, it
shall be conclusively determined for all purposes of this Plan that
the dental of such claim by the Committee is correct. If such claimant
or duly authorized representative requests a reconsideration within
such sixty (60) day period, the claimant or duly authorized
representative shall have thirty (30) days after filing a request for
reconsideration to submit additional written material in support of
the claim, review pertinent documents, and submit issues and comments
in writing.

(b) After such reconsideration request, the Committee
skill determine within sixty (60) days of receipt of the claimant's
request for reconsideration whether such denial of the claim was
correct and shall notify such claimant in writing of its
determination. The written notice of decision shall be in writing and
shall include specific reabsorbs for the decision, written in a manner
calculated to be understood by the claimant, as well as specific
references to the pertinent Plan provisions on which the decision is
based. In the event of special circumstances determined by the
Committee, the time for the Committee to make a decision may be
extended by an additional sixty (60) days upon written notice to the
claimant prior to the commencement of the extension. If such
determination is favorable to the claimant, it shall be binding and
conclusive. If such is adverse to such claimant, it shall be binding
and conclusive unless the claimant or his duly authorized
representative notifies the Committee within ninety (90) days after
the mailing or delivery to the claimant by the Committee of its
determination that claimant intends to institute legal proceedings
challenging the determination of the Committee and actually institutes
such legal proceedings within one hundred eighty (180) days after such
mailing or delivery.

8.5. COMPANY TO SUPPLY INFORMATION

To enable the Committee to perform its functions, the Company shall
supply full and timely information to the Committee of all Platters relating to
the retirement, death or other cause for termination of employment of all
Participants, and such other pertinent facts as the Committee may require.

PAGE 12 - OUTSIDE DIRECTOR DEFERRED COMPENSATION PLAN
<PAGE> 17

ARTICLE IX - AMENDMENT AND TERMINATION OF PLAN

9.1. AMENDMENT

The Board may at any time amend the Plan by written instrument, notice
of which is given to all Participants and to Beneficiaries receiving
installment payments, subject to the following:

(a) PRESERVATION OF ACCOUNT BALANCE. No amendment shall
reduce the amount accrued in any Account to the date such notice of
the amendment is given.

(b) CHANGES IN EARNINGS RATE. No amendment shall reduce
the rate of earnings to be credited after the date or the amendment to
the amount already accrued in any Account and any Deferred
Compensation credited to the Account under Deferral Commitments
already in effect on that date.

9.2. COMPANY'S RIGHT TO TERMINATE

The Board may at any time partially or completely terminate the Plan
if, in its judgment, the tax, accounting or other effects of the continuance of
the Plan, or potential pavements thereunder would not be in the best interests
of the Company.

(a) PARTIAL TERMINATION. The Board may partially
terminate the Plan by instructing the Committee not to accept any
additional Deferral Commitments. If such a partial termination
occurs, the Plan shall continue to operate and be effective with
regard to Deferral Commitments entered into prior to the effective
date of such partial termination.

(b) COMPLETE TERMINATION. The Board may completely
terminate the Plan by instructing the Committee not to accept any
additional Deferral Commitments, and by terminating all ongoing
Deferral Commitments. If such a complete termination occurs. the Plan
shall cease to operate and the Company shall pay out each Account
Payment shall be Inane in equal monthly installments over the
following period, based on the Account balance:

<TABLE>
<CAPTION>
ACCOUNT BALANCE PAYOUT PERIOD
- --------------------------------------------------------------------------------
<S> <C>
Less than $50,000 Lump Sum
$50,000 but less than $100,000 3 Years
More than $100,000 5 Years
- --------------------------------------------------------------------------------
</TABLE>

Payments shall commence within sixty-five (65) days after the Board
terminates the Plan and earnings shall continue to be credited on the unpaid
Account balance al the rate specified in Section 5.3(b).

PAGE 13 - OUTSIDE DIRECTOR DEFERRED COMPENSATION PLAN
<PAGE> 18
ARTICLE X - MISCELLANEOUS

10.1. UNFUNDED PLAN

This plan is an unfunded plan maintainer primarily to provide deferred
compensation benefits for outside directors of the Company and therefore is
exempt from ERISA.

10.2. COMPANY OBLIGATIONS

The obligation to make benefit payments to any Participant under the
Plan shall be the liability of the Company.

10.3. UNSECURED GENERAL CREDITOR

Participants and Beneficiaries shall toe unsecured general creditors,
with no secured or preferential right to any assets of the Company or any other
party for payment of benefits under this Plan. Any life insurance policies,
annuity contracts or other property purchased by the Company in connection with
this Plan shall remain its general, unpledged and unrestricted assets. The
Company's obligation under the Plan shall be an unfunded and unsecured promise
to pay money in the future.

10.4. TRUST FUND

At its discretion, the Company may establish one or more trusts, with
such trustees as the Board may approve, for the purpose of providing for the
payment of benefits owed under the Plan. Although such a trust shall be
irrevocable. its assets shall be held for payment of all the Company's general
creditors in the event of insolvency or bankruptcy. To the extent any benefits
provided under the Plan are paid from any such trust, the Company shall have no
further obligation to pay them. It not paid from the trust such benefits shall
remain the obligation of the Company.

10.5. NONASSIGNABILITY

Neither a Participant nor any other person Shall have any right to
commute, sell. assign, transfer pledge, anticipate, mortgage or otherwise
encumber, transfer, hypothecate or convey in advance of actual receipt the
amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and nontransferable.
No part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance oared by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.

10.6. NOT A CONTRACT

This Plan shall not constitute an undertaking by the Company that the
Participant shall continue to be a director of the Company for any period of
time.

PAGE 14 - OUTSIDE DIRECTOR DEFERRED COMPENSATION PLAN
<PAGE> 19

10.7. PROTECTIVE PROVISIONS

Participant will cooperate with the Company toy furnishing any and ail
information requested in order to facilitate the payment of benefits hereunder,
and by taking such physical examinations as the Company Ray deem necessary and
taking such other action as may be requested.

10.8. GOVERNING LAW

The provisions of this Plan shall be construed and interpreted
according to the laws of the Commonwealth of Virginia, except as preempted by
federal law.

10.9. VALIDITY

In case any provision of this Plan shall be held illegal or invalid
for any reason, said illegality or invalidity shall not affect the remaining
parts hereof, but this Plan shall be construed and enforced as if such illegal
and invalid provision had never been inserted herein.

10.10. NOTICE

Any notice required or permitted under the Plan shall be sufficient if
in writing and hard delivered or sent by registered or certified mail. Such
notice shall be decreed as given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification. Mailed notice to the Committee shall be
directed to the Company's address. Mailed notice to a Participant or
Beneficiary shall be directed to the individual's last known address in the
Company's records.

10.11. SUCCESSORS

The provisions of this Plan shall bind and inure to the benefit of The
Company and its successors and assigns. The term successors as used herein
shall include any corporate or other business entity which shall, whether by
merger, consolidation, purchase or otherwise acquire all or substantially all
of the business and assets of the Company, and successors of any such
corporation or other business entity.

AMERICAN MANAGEMENT SYSTEMS, INC.

By:
-------------------------------
Dated:
----------------------------

PAGE 15 - OUTSIDE DIRECTOR DEFERRED COMPENSATION PLAN

<PAGE> 1
EXHIBIT 10.6

$120,000,000
MULTI-CURRENCY REVOLVING CREDIT
AGREEMENT

DATED AS OF JANUARY 9, 1998

AMONG

AMERICAN MANAGEMENT SYSTEMS, INCORPORATED,

VARIOUS OTHER BORROWERS,

THE LENDERS NAMED THEREIN,

AND

NATIONSBANK, N.A., AS ADMINISTRATIVE AGENT

AND

WACHOVIA BANK, N.A. AS DOCUMENTATION AGENT
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Title Page
- ----- ----
<S> <C>
ARTICLE 1 DEFINITIONS, TERMS AND REFERENCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Section 1.1 Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Section 1.2 Accounting Terms; GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Section 1.3 Other Referential Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Section 1.4 Exhibits and Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE 2 REVOLVING CREDIT LOAN FACILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Section 2.1 Revolving Credit Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Section 2.2 Swingline Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Section 2.3 Procedure for Revolving Credit Loans and Swingline Loans . . . . . . . . . . . . . 17

Section 2.4 Continuation and Conversions . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Section 2.5 Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Section 2.6 Competitive Bid Loans; Procedure for Competitive Bid Borrowings . . . . . . . . . 20

Section 2.7 Multicurrency Competitive Bid Loans; Procedure for
Multicurrency Competitive Bid Borrowings . . . . . . . . . . . . . . . . . . . . . 23

Section 2.8 The Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Section 2.9 Repayment of Revolving Credit Loans, Swingline Loans and Competitive
Bid Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Section 2.10 Interest Basis: Interest Payment Dates . . . . . . . . . . . . . . . . . . . . . . 28

Section 2.11 Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Section 2.12 Termination or Reduction of Commitment . . . . . . . . . . . . . . . . . . . . . . 35

Section 2.13 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Section 2.14 Additional Borrowers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
</TABLE>

<PAGE> 3

<TABLE>
<S> <C>
ARTICLE 3 GENERAL FUNDING AND PAYMENT PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Section 3.1 Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Section 3.2 Availabilility of Alternative Currency and Rate Options . . . . . . . . . . . . . 37

Section 3.3 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Section 3.4 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

Section 3.5 Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

Section 3.6 Funding Losses and Breakage Costs . . . . . . . . . . . . . . . . . . . . . . . . 40

Section 3.7 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Section 3.8 Highest Lawful Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

Section 3.9 European Monetary Union . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE 4 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

Section 4.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . 45

Section 4.2 Survival of Representations and Warranties, etc. . . . . . . . . . . . . . . . . 47

ARTICLE 5 COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

Section 5.1 Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

Section 5.2 Financial Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

Section 5.3 Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE 6 CONDITIONS OF LENDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

Section 6.1 Conditions Precedent to the Initial Loan to Each Borrower . . . . . . . . . . . . 52

Section 6.2 Conditions Precedent to Each Loan or Letter of Credit . . . . . . . . . . . . . . 52

ARTICLE 7 EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

Section 7.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

ARTICLE 8 REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
</TABLE>

<PAGE> 4

<TABLE>
<S> <C>
Section 8.1 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

ARTICLE 9 SET-OFFS AND SHARING OF PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

Section 9.1 Right of Set-Off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

Section 9.2 Sharing of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

ARTICLE 10 THE AGENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

Section 10.1 Authorization and Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

Section 10.2 Agent's Reliance, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

Section 10.3 The Agents and their Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

Section 10.4 Lender Credit Decision, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

Section 10.5 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

Section 10.6 Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

ARTICLE 11 GUARANTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

Section 11.1 Obligations Guaranteed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

Section 11.2 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

Section 11.3 Lender's Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

Section 11.4 Guaranty Absolute and Unconditional . . . . . . . . . . . . . . . . . . . . . . . . . 61

Section 11.5 Further Representations and Warranties; Credit Investigation . . . . . . . . . . . . . 61

Section 11.6 Reinstatement of Guaranteed Obligations . . . . . . . . . . . . . . . . . . . . . . . 61

Section 11.7 Subrogation Rights; Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . 62

ARTICLE 12 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

Section 12.1 No Waiver; Cumulative Rights; Severability . . . . . . . . . . . . . . . . . . . . . . 62

Section 12.2 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

Section 12.3 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

Section 12.4 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
</TABLE>

<PAGE> 5

<TABLE>
<S> <C> <C>
Section 12.5 Cost and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

Section 12.6 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

Section 12.7 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

Section 12.8 Time of the Essence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

Section 12.9 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

Section 12.10 Agents and Lenders Not Joint Venturers . . . . . . . . . . . . . . . . . . . . . . . 64

Section 12.11 Acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

Section 12.12 Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

Section 12.13 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

Section 12.14 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

Section 12.15 Independence of Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

Section 12.16 Revisions or Updates to Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . 68

Section 12.17 Submission to Jurisdiction; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . 68

Section 12.18 Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

Section 12.19 Lender Not In Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

Section 12.20 Reproduction of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

Section 12.21 Mitigation Obligations; Substitution of Lenders . . . . . . . . . . . . . . . . . . . 71

Section 12.22 Several Obligations of Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

Section 12.23 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

Section 12.24 Margin Stock Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
</TABLE>

<PAGE> 6

<TABLE>
<S> <C> <C>
EXHIBIT A Notice Of Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

EXHIBIT B Notice of Continuation/Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

EXHIBIT C Competitive Bid Borrowing Request . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1

EXHIBIT D Revolving Credit Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1

EXHIBIT E Swingline Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1

EXHIBIT F Competitive Bid Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

EXHIBIT G Compliance Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1

EXHIBIT H Closing Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . H-1

EXHIBIT I Closing Certificate (Other Borrowers) . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1

EXHIBIT J Opinion of Counsel to American Management Systems, Incorporated . . . . . . . . . . . . . . . J-1

EXHIBIT K Assignment and Acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . K-1

EXHIBIT L Administrative Questionnaire . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . L-1

Schedule 2.11 List of Existing Letters of Credit issued by NationsBank, N.A.

Attachment A Authorization Matrix
</TABLE>

<PAGE> 7
MULTI-CURRENCY REVOLVING CREDIT AGREEMENT

THIS MULTI-CURRENCY REVOLVING CREDIT AGREEMENT, made, entered into and
effective as of the 9th day of January, 1998, by and among each of the
borrowers named herein on the signature pages hereof (individually, a
"Borrower" and collectively, the "Borrowers"), American Management Systems,
Incorporated, as guarantor (the "Guarantor"), each of the lenders named herein
on the signature pages hereof (individually, a "Lender" and collectively, the
"Lenders"), NationsBank, N.A., as administrative agent for the Lenders (in such
capacity, the "Administrative Agent") and Wachovia Bank, N.A., documentation
agent for the Lenders (in such capacity, the "Documentation Agent").

WITNESSETH:

Each Borrower has requested that the Lenders make available to it
loans and letters of credit denominated in various currencies under a revolving
credit facility in an aggregate principal amount to all Borrowers at any time
outstanding not to exceed ONE HUNDRED TWENTY MILLION U.S. DOLLARS
($120,000,000.00) or the equivalent U.S. dollar amount thereof in currencies
other than U.S. Dollars. Each of the Lenders is willing to make such loans
and letters of credit available to each Borrower under a revolving credit
facility upon the terms and subject to the conditions of this Agreement.

Accordingly, the Borrowers, the Lenders, the Guarantor, the
Administrative Agent and the Documentation Agent agree as follows:

ARTICLE 1
DEFINITIONS, TERMS AND REFERENCES

SECTION 1.1 CERTAIN DEFINITIONS. In addition to other terms
elsewhere defined herein, as used in this Agreement and in any Exhibits or
Schedules hereto, the following terms shall have the following meanings, unless
the context requires otherwise:

"ADMINISTRATIVE QUESTIONNAIRE" means an Administrative Questionnaire
in the form of Exhibit M.

"ADMINISTRATIVE AGENT" has the meaning set forth on the first page
hereof.

"ADMINISTRATIVE AGENT'S ACCOUNT" means the account maintained by the
Administrative Agent at NationsBank, N.A., #ABA: 053000196, Account No.
13662122506, for the purposes of this Agreement or such other account as may be
specified by the Administrative Agent to the Borrowers and to the Lenders.

"AFFILIATE" means, as to any Person, each other Person that directly
or indirectly (through one or more intermediaries or otherwise) controls, is
controlled by, or is under common control with, such Person.

<PAGE> 8

"AGENT" means either the Administrative Agent or the Documentation
Agent, and "Agents" means both of them.

"AGENT'S FEES" means the fees payable to the Administrative Agent
under the provisions of Section 2.13(c).

"AGGREGATE COMMITMENTS" means the sum of the Commitments, as same may
be reduced pursuant to Sections 2.12 and 12.13.

"AGREEMENT" means this Multi-Currency Revolving Credit Agreement, as
originally executed, and as amended, modified, supplemented, restated, renewed
or extended from time to time.

"AGREEMENT DATE" means the date first above written.

"AMS" means American Management Systems, Incorporated.

"APPLICABLE CURRENCY" means, as to any particular payment, Loan or
Letter of Credit, the Approved Currency in which it is denominated or is
payable.

"APPLICABLE RATE" means, for any day, with respect to any Eurocurrency
Rate Revolving Credit Loan or Swingline Loan, or with respect to the Facility
Fees payable hereunder, or with respect to the Letter of Credit Fees payable
hereunder, as the case may be, the applicable rate per annum, expressed as a
percentage, equal to the number of basis points set forth below under the
caption "Eurocurrency Rate Margin/Swingline Margin," "Facility Fee," or "LC
Fee," as the case may be, based upon the ratio of Total Debt to EBITDA of AMS
and its consolidated Subsidiaries:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Total Debt : EBITDA Eurocurrency Rate Facility Fee LC Fee
Margin/Swingline Margin (basis points (basis points
(basis points per annum) per annum) per annum)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than or equal to 12.5 12.5 12.5
0.5
- --------------------------------------------------------------------------------------------------
Greater than 0.5 but 17.5 12.5 17.5
less than or equal to
1.0
- --------------------------------------------------------------------------------------------------
Greater than 1.0 but 22.5 12.5 22.5
less than or equal to
1.5
- --------------------------------------------------------------------------------------------------
Greater than 1.5 but 30.0 15.0 30.0
less than or equal to
2.0
- --------------------------------------------------------------------------------------------------
Greater than 2.0 but 37.5 17.5 37.5
less than or equal to
2.5
- --------------------------------------------------------------------------------------------------
Greater than 2.5 45.0 20.0 45.0
- --------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 9

For purposes of the foregoing, the Applicable Rate for any date shall
be determined by reference to the ratio of Total Debt to EBITDA as of the last
day of the fiscal quarter of AMS most recently ended as of such determination
date (such calculation of EBITDA to be for the four fiscal quarters ending on
such date), and any change in the Applicable Rate shall become effective five
Business Days after the delivery to each Lender of the certificate with respect
to the Financial Statements to be delivered pursuant to Section 5.1(a) for the
fiscal quarter or fiscal year most recently ended, as the case may be, and
shall apply to Loans and Letters of Credit outstanding on such delivery date or
made on and after such delivery date. Notwithstanding the foregoing and except
as provided in the following sentence, at any time during which AMS has failed
to deliver to the Administrative Agent the certificate referred to above with
respect to a fiscal quarter or fiscal year following the date that delivery of
Financial Statements relating to such fiscal quarter or fiscal year are
required to be delivered under Section 5.1(a), the ratio of Total Debt to
EDITDA shall be deemed, solely for the purposes of calculating the Applicable
Rate, to be greater than 2.5 until such time as AMS shall have delivered such
certificate and Financial Statements to the Administrative Agent.
Notwithstanding the foregoing, from the Closing Date to the earlier of (a) the
date on which the certificate required by Section 5.1(a) with respect to the
Financial Statements for the fiscal quarter ending March 31, 1998 is required
to be delivered or (b) the date such certificate is actually delivered, the
ratio of Total Debt to EBITDA shall be deemed, solely for purposes of
calculating the Applicable Rate, to be greater than 1.0 but less than or equal
to 1.5.

"APPROVED CURRENCY" means U.S. Dollars, Australian Dollars, Belgian
Francs, British Pounds, Canadian Dollars, Dutch Guilders, Finnish Markkas,
French Francs, German Marks, Italian Lira, Japanese Yen, Spanish Pesetas,
Swedish Kroner, Swiss Francs and any other currencies approved by the Lenders
which are freely transferable and convertible into U.S. Dollars and in which
dealings in deposits are carried out in the London interbank market.

"ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance entered
into by a Lender and an assignee, and accepted by the Administrative Agent, in
the form of Exhibit K.

"BANKRUPTCY CODE" means Title 11 of the United States Code entitled
"Bankruptcy Code" as now or hereafter in effect, or any successor statute,
including (unless the context otherwise requires) any rule or regulation
promulgated thereunder in each case as in effect from time to time. References
to Sections of the Bankruptcy Code shall be construed to also refer to any
successor Sections.

"BASE RATE" means, for any day, a simple interest rate per annum equal
to the higher of (a) the Prime Rate for such day and (b) the sum of the Federal
Funds Rate for such day plus .50%.

"BASE RATE LOAN" means any Loan which bears interest at the time in
question at the Base Rate.

"BASE RATE REVOLVING CREDIT LOAN" means any Revolving Credit Loan
which bears interest at the time in question at the Base Rate.

<PAGE> 10

"BORROWER" means each of AMS, AMS Management Systems Deutschland GmbH,
AMS Management Systems Europe S.A./N.V., AMS Management Systems U.K. Ltd., AMS
Management Systems Canada Inc., AMSY Management Systems Netherlands, B.V.,
Nordic Business Management Systems AB, AMS Management Systems Australia Pty.
Limited, AMS Management Systems Espana, S.A., AMS Management Systems
(Switzerland) AG, AMS Management Systems Italia S.p.A., AMS Management Systems
France, S.A., and, so long as the Guaranty is in full force and effect, each
other Subsidiary of AMS, if any, designated by AMS pursuant to Section 2.14
hereof; and "BORROWERS" means all of the foregoing.

"BUSINESS DAY" means any day other than a Saturday, Sunday or other
day on which commercial banks in Charlotte or New York are authorized or
required to close; and, if the applicable Business Day relates to any
Eurocurrency Rate Loan, a day on which dealings are carried on in the London
interbank market for deposits in the Applicable Currency; and, if the
applicable Business Day relates to a day on which any amount is to be paid or
made available, any day on which commercial banks and foreign exchange markets
are open for business and are not required or authorized by law to close in New
York, London and the principal financial center for the Applicable Currency.

"CAPITALIZED LEASE OBLIGATIONS" means with respect to AMS and its
Subsidiaries, taken on a consolidated basis, the amount determined in
accordance with GAAP which represents the capitalized value of leases which
appears on the liability side of a balance sheet as part of the Financial
Statements.

"CLOSING AND CLOSING DATE" means the first Business Day on which all
of the conditions precedent set forth in Section 6.1 shall have been met.

"CODE" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor statute, including (unless the context otherwise
requires) any rules or regulations promulgated thereunder, in each case as in
effect from time to time. Reference to Sections of the Code shall be construed
to also refer to any successor Sections.

"COMMITMENT" means each Lender's individual obligation to make
Revolving Credit Loans and to acquire participations in Letters of Credit in a
principal amount not to exceed the Equivalent U.S. Dollar Amount shown on the
signature pages opposite its name, as such amount may be reduced from time to
time pursuant to Sections 2.12 and 12.13.

"COMMITMENT PERCENTAGE" means the percentage that the Commitment of
each Lender bears to the Aggregate Commitments, which percentage is shown on
the signature pages opposite the name of each Lender, as such percentages may
be adjusted from time to time as provided in Section 12.13(a).

"COMPETITIVE BID BORROWING REQUEST" means the borrowing request
provided for in Section 2.6(a) and Section 2.7(a) in the form of Exhibit C
hereto.

"COMPETITIVE BID LOAN" means an USD Competitive Bid Loan or a
Multicurrency Rate Competitive Bid Loan.

<PAGE> 11

"COMPETITIVE BID NOTE" means the promissory note in substantially the
form of Exhibit F hereto, executed and delivered by each Borrower, payable to
the order of a Lender and evidencing the Competitive Bid Loans.

"DEBT" of any Person means all obligations, contingent or otherwise
which, in accordance with GAAP, should be classified upon such Person's balance
sheet as liabilities or disclosed in footnotes thereto, but in any event
including liabilities secured by any lien existing on property owned or
acquired by such Person or a Subsidiary thereof (whether or not the liability
secured thereby shall have been assumed) and obligations which have been or
under GAAP should be capitalized for financial accounting purposes, and
excluding operating leases.

"DEBTOR RELIEF LAWS" means the Bankruptcy Code and all other
applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency, reorganization, suspension of payments, or similar
debtor relief Laws from time to time in effect affecting the rights of
creditors generally.

"DEFAULT CONDITION" means the occurrence of any event, condition, act
or omission which, after satisfaction of any requirement for the giving of
notice or the lapse of time, or the happening of any other condition, or any
determination by the Required Lenders, or any combination of the foregoing,
would, unless cured or waived, become an Event of Default.

"DEFAULT RATE" means (a) with respect to any Base Rate Loan, a
fluctuating interest rate per annum equal to the Prime Rate, plus two percent
(2%) and (b) with respect to any Eurocurrency Rate Revolving Credit Loan.
Swingline Loan or Competitive Bid Loan, the sum of two percent (2%) per annum
plus the rate of interest in effect thereon at the time of the occurrence of an
Event of Default until the end of the Interest Period applicable thereto, and
thereafter, a fluctuating interest rate per annum equal to the Prime Rate plus
two percent (2%).

"DENOMINATION DATE" means, (i) with respect to the borrowing,
continuation or conversion of a Loan denominated in U.S. Dollars, the date
such Loan is made, converted or continued; (ii) with respect to the borrowing,
conversion or continuation of a Eurocurrency Rate Revolving Credit Loan or a
Swingline Loan denominated in an Approved Currency other than U.S. Dollars, the
date that is two Business Days before the date such Loan is made, converted, or
continued as a Eurocurrency Rate Revolving Credit Loan; (iii) with respect to
the issuance of a Letter of Credit, the date such Letter of Credit is issued;
(iv) with respect to a borrowing of a Competitive Bid Loan, the date such Loan
is accepted by Borrower; and (v) for purposes of determining the applicability
of the Usage Premium pursuant to Sections 2.10 and 2.13(b), each of the
foregoing dates and, in addition, the date any repayment of principal of a
Revolving Credit Loan, Swingline Loan or Unpaid Drawing occurs, the date any
Letter of Credit expires or is terminated, the date the stated amount of any
Letter of Credit is reduced, and the first day of January, April, July and
October in each year.

"DOCUMENTATION AGENT" has the meaning set forth on the first page
hereof.

"EBILTDA" means, for any period, with respect to AMS and its
Subsidiaries, taken on a consolidated basis, earnings before interest,
operating leases, taxes, depreciation and

<PAGE> 12

amortization expenses, as set forth or reflected on the most recent
consolidated Financial Statements of AMS and its consolidated Subsidiaries
prepared in accordance with GAAP (except in the case of interim statements as
to the absence of footnotes) and delivered to the Administrative Agent in
accordance with Section 5.1(a).

"EBITDA" means, for any period, with respect to AMS and its
Subsidiaries, taken on a consolidated basis, earnings before interest, taxes,
depreciation and amortization expenses, as set forth or reflected on the most
recent consolidated Financial Statements of AMS and its consolidated
Subsidiaries prepared in accordance with GAAP (except in the case of interim
statements as to the absence of footnotes) and delivered to the Administrative
Agent in accordance with Section 5.1(a).

"EMPLOYEE PLAN" means an employee benefit plan or other plan covered
by Title IV of ERISA and maintained in whole or in part for employees of AMS or
any of its Subsidiaries, including any such plan of an ERISA Affiliate.

"EQUIVALENT U.S. DOLLAR AMOUNT" means (i) with respect to an amount
denominated in U.S. Dollars, the amount thereof, and (ii) with respect to an
amount denominated in an Approved Currency other than U.S. Dollars, the amount
of U.S. Dollars that may be purchased from such amount of Approved Currency at
the Spot Exchange Rate at approximately 11:00 A.M., Charlotte, North Carolina
time on any Business Day of determination.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor statute, including (unless the
context otherwise requires) any rules or regulations promulgated thereunder.

"ERISA AFFILIATE" means any Person which is a member of the same
"controlled group of corporations" as AMS or any Person under "common control"
with AMS within the meaning of Section 414 of the Code.

"EUROCURRENCY RATE" means, with respect to any Eurocurrency Rate
Revolving Credit Loan for the Interest Period applicable thereto, a simple per
annum interest rate determined pursuant to the following formula:

Eurocurrency Rate = LIBOR
------------------------------------------
1 - Eurocurrency Reserve Percentage

The Eurocurrency Rate shall be adjusted automatically as of the
effective date of any change in the Eurocurrency Reserve Percentage.

"EUROCURRENCY RATE REVOLVING CREDIT LOAN" means any Revolving Credit
Loan which bears interest at the time in question based on the Eurocurrency
Rate.

"EUROCURRENCY RESERVE PERCENTAGE" means, for any day, that percentage
(expressed as a decimal) which is in effect from time to time, under Regulation
D of the Board of Governors of the Federal Reserve System, as such regulation
may be amended from time to time, or any

<PAGE> 13

successor regulation, as the maximum reserve requirement (including, without
limitation, any basic, supplemental, emergency, special, or marginal reserves)
applicable to any member of the Federal Reserve System with respect to
Eurocurrency liabilities as that term is defined in Regulation D, or against
any other category of liabilities that includes deposits by reference to which
the interest rate of Eurocurrency Rate Revolving Credit Loans is determined,
whether or not any Lender has any such Eurocurrency liabilities subject to such
reserve requirement at that time. Eurocurrency Rate Revolving Credit Loans
shall be deemed to constitute Eurocurrency liabilities and, as such, shall be
deemed subject to reserve requirements without benefits of credits for
proration, exceptions or offsets that may be available from time to time to any
Lender.

"EXISTING CREDIT AGREEMENT" means the $100,000,000 Multi-Currency
Revolving Credit and Term Loan Agreement dated as of December 24, 1996, as
amended, among AMS, the Borrowers, the Lenders named therein, Wachovia Bank of
Georgia, N.A., as Administrative Agent and NationsBank, N.A., as Documentation
Agent.

"EXISTING LETTER OF CREDIT" has the meaning set forth in Section
2.11(q) hereof.

"EVENT OF DEFAULT" means any of the events or conditions described in
Article 7 hereof.

"FACILITY FEE" has the meaning set forth in Section 2.13(a) hereof.

"FEDERAL FUNDS RATE" means, for any day, the simple interest rate per
annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day in the daily statistical release designated as the
composite 3:30 P.M. Quotations for U.S. Government Securities, or any
successor publication, under the caption Federal Funds Effective Rate, provided
that (a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day, and
(b) if no such rate is so published on such next succeeding Business Day, the
Federal Funds Rate for such day shall be the average rate quoted to the
Administrative Agent on such day on such transactions as determined by the
Administrative Agent.

"FINANCIAL STATEMENTS" means, as may be applicable, balance sheets,
statements of income, cash flow statements, and statements of changes in
stockholders' equity (other than those required to be delivered pursuant to
Section 5.1(b)).

"GAAP" means generally accepted accounting principles in the United
States of America, as in effect from time to time.

"GOVERNMENTAL AUTHORITY" means any government or political subdivision
or any agency, authority, bureau, central bank, commission, department or
instrumentality of either, or any court, tribunal, grand jury or arbitrator, in
each case whether foreign or domestic.

"GUARANTY" means the guaranty of AMS contained in Article 11 hereof.

<PAGE> 14
"GUARANTOR" means AMS.

"HIGHEST LAWFUL RATE" means the maximum lawful rate of interest (or,
if the context so requires, an amount calculated at such rate) which a Lender
is allowed to contract for, charge, take, reserve or receive under applicable
Law.

"INTEREST AND LEASE CHARGES" means, for any period, the sum of the
interest expenses and all payment obligations under all operating leases and
rental agreements set forth or reflected on the most recent consolidated
Financial Statements of AMS and its consolidated Subsidiaries prepared in
accordance with GAAP (except in the case of interim statements as to the
absence of footnotes) and delivered to the Administrative Agent in accordance
with Section 5.1(a).

"INTEREST PERIOD" means (a) in connection with any Eurocurrency Rate
Revolving Credit Loan denominated in U.S. Dollars, the period beginning on the
date such Loan is made or continued as or converted to a Eurocurrency Rate
Revolving Credit Loan and ending one, two, three or six months thereafter, as
Borrower may elect; (b) in connection with any Eurocurrency Rate Revolving
Credit Loan denominated in an Approved Currency other than U.S. Dollars, the
period beginning on the date such Loan is made or continued as or converted to
a Eurocurrency Revolving Credit Rate Loan and ending one, two or three months
thereafter, as Borrower may elect; (c) in connection with a Swingline Loan
denominated in an Approved Currency other than U.S. Dollars, the period
beginning on the date such Loan is made and ending seven days thereafter; and
(d) as to any Competitive Bid Loan, each period specified by Borrower for such
Competitive Bid Loan in the related Competitive Bid Borrowing Request delivered
pursuant to Section 2.6(a)(i) or Section 2.7(a)(i) (but not more than 120
days). Notwithstanding the foregoing, (i) any applicable Interest Period which
would otherwise end on a day which is not a Business Day shall be extended to
the next succeeding Business Day unless such Business Day falls in another
calendar month, in which case such Interest Period shall end on the next
preceding Business Day; (ii) any applicable Interest Period which begins on a
day for which there is no numerically corresponding day in the calendar month
during which such Interest Period is to end shall (subject to clause (i)
hereof) end on the last day of such calendar month; and (iii) no Interest
Period shall extend beyond the Revolving Credit Termination Date.

"LC SUBFACILITY" has the meaning set forth in Section 2.11(b) hereof.

"LAW" means any law (including common law), constitution, statute,
treaty, convention, regulation, rule, ordinance, order, injunction, writ,
decree or award of any Governmental Authority.

"LENDING OFFICE" means, as to each Lender, its office located at its
address set forth on the signature pages hereof (or identified on the signature
pages hereof as its Lending Office) for either Eurocurrency Revolving Credit
Loans or Base Rate Loans or such other office as such Lender may hereafter
designate as its Lending Office by notice to the Borrowers and the
Administrative Agent.

<PAGE> 15

"LETTER OF CREDIT" means any documentary letter of credit or any
standby letter of credit issued by the Administrative Agent for the account of
a Borrower pursuant to Section 2.11 hereof.

"LETTER OF CREDIT FEE" has the meaning set forth in Section 2.13(b)
hereof.

"LETTER OF CREDIT PARTICIPANT" has the meaning set forth in Section
2.11(g) hereof.

"LIBOR" means, with respect to any Eurocurrency Rate Revolving Credit
Loan or Multicurrency Competitive Bid Loan for the Interest Period applicable
thereto, the rate of interest per annum determined by the Administrative Agent
to be the rate of interest per annum for deposits in the Applicable Currency
for a period equal to the relevant Interest Period quoted on Telerate, page
3740 or 3750, as the case may be, at or about 11:00 A.M., London time, on the
second Business Day before the commencement of such Interest Period. If no
such quotations are available, LIBOR shall be determined by the Administrative
Agent to be the arithmetic mean, rounded upward if necessary, to the nearest
1/100th of one percent of the respective rates of interest per annum notified
to the Administrative Agent by the Reference Banks as the rate of interest
(rounded upward to the nearest 1/100th of one percent) at which deposits in the
Applicable Currency in which such Loan is denominated in an amount
approximately equal to the aggregate amount of such Loan requested to be
borrowed, and having a maturity equal to such Interest Period, are offered to
major banks in the London interbank market at or about 11:00 A.M., London time,
on the second Business Day before (and for value on) the commencement of such
Interest Period, provided, however, that if the day on which quotations would
ordinarily be given in the London interbank market for deposits in the
Applicable Currency is not the second Business Day before the commencement of
the Interest Period for value on the commencement of such Interest Period, then
LIBOR will be determined at or about 11:00 A.M., London time, on the day on
which quotations would normally be given for such Applicable Currency for value
on the commencement of such Interest Period.

"LIBOR BID MARGIN" is the rate per annum, expressed as a percentage,
equal to the number of basis points to be added to or subtracted from the
applicable LIBOR and set forth by a Lender in an offer to make a Multicurrency
Competitive Bid Loan pursuant to Section 2.7(a)(ii).

"LOAN" means a Revolving Credit Loan, a Swingline Loan or a
Competitive Bid Loan.

"LOAN DOCUMENTS" means this Agreement, a Revolving Credit Note, the
Swingline Note or a Competitive Bid Note and any and all other documents,
instruments, certificates and agreements executed and/or delivered by a
Borrower, any of its Subsidiaries or any other Person in connection herewith or
therewith or relating to the Loans, or any one, more, or all of the foregoing,
as the context shall require, as amended, modified or supplemented from time to
time.

"MARGIN STOCK" means "margin stock" as defined in Regulation G, T, U
or X of the Board of Governors of the Federal Reserve System, as in effect from
time to time, together with all official rulings and interpretations issued
thereunder.

"MATERIAL DEBT" has the meaning set forth in Section 7.1(e) hereof.

<PAGE> 16

"MATERIALLY ADVERSE EFFECT" means (a) a material adverse effect on the
business, operations or condition (financial or otherwise) of AMS and its
Subsidiaries (taken as a whole), (b) a material adverse affect on the ability
of AMS or any other Person to perform or comply with any of the terms or
conditions of any Loan Document to which it is a party, or (c) a material
adverse affect on the legality, validity, binding effect, enforceability or
admissibility into evidence of any Loan Document or the ability of any Lender
to enforce any rights or remedies under or in connection with any Loan
Document.

"MULTICURRENCY COMPETITIVE BID LOAN" means a Competitive Bid Loan
denominated in an Approved Currency other than U.S. Dollars made pursuant to
Section 2.7.

"MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA or Section 414(f) of the Code.

"NATIONSBANK" means NationsBank, N.A.

"NET WORTH" means, with respect to AMS and its consolidated
Subsidiaries, all amounts which, in conformity with GAAP, would be included in
shareholders' equity on a consolidated balance sheet.

"NOTE" means a Revolving Credit Note, the Swingline Note or a
Competitive Bid Note; and "NOTES" means all such Notes.

"NOTICE OF BORROWING" means a notice in substantially the form of
Exhibit A hereto with respect to a proposed Revolving Credit Loan or a proposed
Swingline Loan, or telephonic notice given pursuant to Section 2.3(c) herein.

"NOTICE OF CONTINUATION/CONVERSION" means a notice in substantially
the form of Exhibit B hereto with respect to a proposed continuation or
conversion of a Revolving Credit Loan or telephonic notice pursuant to Section
2.4(c) hereof.

"OBLIGATIONS" means (a) each Borrower's obligations in respect of the
due and punctual payment of principal of and interest on the Loans when and as
due whether at maturity, by acceleration or otherwise, and (b) all fees,
expenses, indemnities, reimbursements and other obligations, monetary or
otherwise, of the Borrowers under this Agreement or any other Loan Document.

"PARTICIPANT" has the meaning set forth in Section 12.13(e) hereof.

"PARTICIPATING LENDER" has the meaning set forth in Sections 2.6(a)(v)
and 2.7(a)(v) hereof.

"PBGC" means the Pension Benefit Guaranty Corporation, or any
successor thereto.

"PERSON" means and includes natural persons, corporations, limited
partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, joint ventures, associations,
companies, trusts, banks, trust companies, land trusts, insurance

<PAGE> 17

trusts or other organizations, whether or not legal entities, and governments
and agencies and political subdivisions thereof.

"PRIME RATE" means the per annum rate of interest established from
time to time by the Administrative Agent at its principal office as its Prime
Rate. Any change in the interest rate resulting from a change in the Prime
Rate shall become effective as of 12:01 A.M., Charlotte, North Carolina time,
of the Business Day on which each change in the Prime Rate is announced by the
Administrative Agent. The Prime Rate is a reference used by the Administrative
Agent in determining interest rates on certain loans and is not intended to be
the lowest rate of interest charged on any extension of credit to any debtor.

"PROHIBITED TRANSACTION" means any "prohibited transaction" within the
meaning of Section 406 of ERISA or Section 4975 of the Code.

"REFERENCE BANKS" means NationsBank, N.A. and Wachovia Bank, N.A.

"REPORTABLE EVENT" has the meaning specified therefor in Title IV of
ERISA.

"REQUIRED LENDERS" means, at any time, Lenders having at least 50% of
the Aggregate Commitments; and, if the Aggregate Commitments are no longer in
effect, Lenders which are owed at least 50% of the aggregate outstanding
principal amount of the Revolving Credit Loans, or, if there are no Swingline
Loans or Revolving Credit Loans outstanding, but there are Letters of Credit
outstanding, Letter of Credit Participants owning at least 50% of the
participation interests in all outstanding Letters of Credit, or, if there are
no Swingline Loans, Revolving Credit Loans or Letters of Credit outstanding,
Lenders which are owed at least 50% of the aggregate amount of the Competitive
Bid Loans outstanding.

"REVOLVING CREDIT LOAN" means any loan made to any Borrower pursuant
to Section 2.1 hereof, and "REVOLVING CREDIT LOANS" means all such loans.

"REVOLVING CREDIT NOTE" means the promissory note substantially in the
form of Exhibit D hereto, executed and delivered by each Borrower, payable to
the order of a Lender and evidencing the Revolving Credit Loans.

"REVOLVING CREDIT TERMINATION DATE" means the earlier to occur of (a)
January 9, 2003, and any and all extensions or renewals thereof, and (b) the
date on which the Aggregate Commitments shall be terminated pursuant to Section
2.12 or Section 8.1 hereof.

"SPOT EXCHANGE RATE" means, on any Business Day with respect to any
calculation of the Equivalent U.S. Dollar Amount of any Approved Currency other
than U.S. Dollars, the spot rate at which U.S. Dollars are offered on such day
by the Administrative Agent in the London foreign exchange market for such
Approved Currency.

"SUBSIDIARY" means, as to any Person, (a) any corporation of which
fifty percent (50%) or more of the outstanding stock having ordinary voting
power to elect a majority of its board of directors (or other governing body),
regardless of the existence at the time of a right of the

<PAGE> 18

holders of any class or classes (however designated) of securities of such
corporation to exercise such voting power by reason of the happening of any
contingency, or any partnership of which fifty percent (50%) or more of the
outstanding general partnership interests is, at the time, owned by such
Person, or by one or more Subsidiaries of such Person, or by such Person and
one or more Subsidiaries of such Person. Unless otherwise qualified, all
references to "Subsidiary" or to "Subsidiaries" in this Agreement shall refer
to a Subsidiary or Subsidiaries of Borrower or a Subsidiary or Subsidiaries of
such Subsidiary or Subsidiaries.

"SWINGLINE LOANS" means the Loans made pursuant to Section 2.2(a)
hereof.

"SWINGLINE NOTE" means the promissory note in substantially the form
of Exhibit E hereto, executed and delivered by each Borrower, payable to the
order of NationsBank and evidencing Swingline Loans.

"TAXES" means all taxes, assessments, fees, levies, imposts, duties,
deductions, withholdings, or other charges of any nature whatsoever from time
to time or at any time imposed by any Law or Governmental Authority.

"TOTAL DEBT" means, with respect to AMS and its Subsidiaries, taken on
a consolidated basis, the sum of the amounts (without duplication) of (i) all
indebtedness for borrowed money, (ii) all obligations evidenced by bonds,
debentures, notes or similar instruments, (iii) all obligations to pay the
deferred purchase price of property or services, exclusive of trade accounts
and accounts payable, (iv) all Capitalized Lease Obligations and (v) all direct
or indirect guaranties of any such obligations of third parties (other than the
Obligations) and all standby letters of credit issued for the account of any of
them.

"TYPE OF LOAN" means, with respect to a Revolving Credit Loan, a Base
Rate Revolving Credit Loan or a Eurocurrency Rate Revolving Credit Loan.

"U.K. QUALIFYING LENDER" means a Lender which is either:

(a) (i) a bank within the meaning of Section 840A of the
United Kingdom Income and Corporation Taxes Act 1988; (ii) will be beneficially
entitled to any interest to be paid to it on any advance to AMS Management
Systems U.K. Limited ("AMS U.K.") under this Agreement; and (iii) is within the
charge to United Kingdom corporation tax as respects such interest; provided,
however, that, if Section 349 or Section 840A of the Income and Corporation
Taxes Act 1988 is repealed, modified, extended or re-enacted, the
Administrative Agent may at any time and from time to time (after consultation
with AMS) amend this paragraph (a) in such manner as it may reasonably
determine to put, so far as practicable, AMS U.K. and the Lenders in the same
position as they would otherwise have been in; and provided, further, that an
Assignee will not be a UK Qualifying Lender by reason of this paragraph (a)
unless the assignor Lender was also a UK Qualifying Lender by reason of this
paragraph (a); or

(b) "resident" (as such term is defined in the
appropriate double taxation treaty) in a country (the "Lender's" Treaty
Country") with which the United Kingdom has a double taxation treaty generally
giving residents of that country complete exemption from United

<PAGE> 19

Kingdom Tax on interest (and which does not carry on business in the United
Kingdom through a permanent establishment with which the indebtedness under
this Agreement in respect of which the interest is paid is effectively
connected) (a "U.K. Treaty Lender") and for this purpose "double taxation
treaty" means any convention or agreement between the government of the United
Kingdom and any other government for the avoidance of double taxation and the
prevention of fiscal evasion with respect to taxes on income and capital gains.

"UNPAID DRAWING" has the meaning set forth in Section 2.11(e) hereof.

"USD COMPETITIVE BID LOAN" means a Competitive Bid Loan denominated in
U.S. Dollars made pursuant to Section 2.6.

"U.S. DOLLARS" AND THE SIGN "$" means United States Dollars or such
coin or currency of the United States of America as at the time of payment
shall be legal funds for the payment of public and private debts in the United
States of America.

"USAGE PREMIUM" shall mean the rate per annum, expressed as a
percentage, equal to 12.5 basis points which shall be added to the Applicable
Rate in respect of Revolving Credit Loans and Letters of Credit as provided in
Section 2.10 and 2.13.

"WACHOVIA" means Wachovia Bank, N.A.

SECTION 1.2 ACCOUNTING TERMS; GAAP. All terms of an accounting
or financial nature shall be construed in accordance with GAAP, as in effect
from time to time.

SECTION 1.3 OTHER REFERENTIAL PROVISIONS.

(a) All terms in this Agreement, the Exhibits and
Schedules hereto shall have the same defined meanings when used in any other
Loan Documents, unless the context shall require otherwise.

(b) All personal pronouns used in this Agreement, whether
used in the masculine, feminine or neuter gender, shall include all other
genders; the singular shall include the plural, and the plural shall include
the singular.

(c) The words "hereof", "herein" and "hereunder" and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provisions of this Agreement.

(d) Titles of Articles and Sections in this Agreement are
for convenience only, do not constitute part of this Agreement and neither
limit nor amplify the provisions of this Agreement, and all references in this
Agreement to Articles, Sections, Subsections, paragraphs, clauses, subclauses,
Schedules or Exhibits shall refer to the corresponding Article, Section,
Subsection, paragraph, clause, subclause, Schedule or Exhibit attached to this
Agreement, unless specific reference is made to the articles, sections or other
subdivisions or divisions of such Schedule or Exhibit to or in another document
or instrument.

<PAGE> 20

(e) Each definition of a document in this Agreement shall
include such document as amended, modified, or supplemented from time to time
in accordance with the terms of this Agreement.

(f) Except where specifically restricted, reference to a
party to a Loan Document includes that party and its successors and assigns
permitted hereunder or under such Loan Document.

(g) Unless otherwise specifically stated, whenever a time
is referred to in this Agreement or in any other Loan Document, such time shall
be the local time in Charlotte, North Carolina.

SECTION 1.4 EXHIBITS AND SCHEDULES. All Exhibits and Schedules
attached hereto are by reference made a part hereof.

ARTICLE 2
REVOLVING CREDIT LOAN FACILITY

SECTION 2.1 REVOLVING CREDIT LOANS.

(a) Upon the terms and subject to the conditions of, and
in reliance upon the representations and warranties made under, this Agreement,
each Lender severally and not jointly agrees to make Revolving Credit Loans to
each Borrower in an aggregate principal amount not to exceed its Commitment
Percentage of (i) the Aggregate Commitments minus (ii) the sum of (x) the
aggregate principal amount of all Loans (other than any Loans which are repaid
with the proceeds of such Revolving Credit Loans) outstanding to all of the
Borrowers, (y) the stated amounts of all Letters of Credit outstanding for the
account of all Borrowers and (z) the amount of all Unpaid Drawings (other than
any Unpaid Drawings which are repaid with the proceeds of Revolving Credit
Loans), if any, then outstanding. The Revolving Credit Loans will be made from
time to time on any Business Day during the period from the Closing Date to but
excluding the Revolving Credit Termination Date, and, subject to the limits set
forth herein, at such times and in such amounts as Borrower may request, which
amounts may be borrowed, repaid and, to but excluding the Revolving Credit
Termination Date, reborrowed.

(b) The aggregate principal amount of each borrowing of
Base Rate Revolving Credit Loans shall not be less than (i) $1,000,000 or (ii)
an aggregate principal amount equal to the remaining balance of the available
Aggregate Commitments, and if greater, shall be in integral multiples of
$500,000, and the aggregate principal amount of each borrowing of Eurocurrency
Rate Revolving Credit Loans shall not be less than the Equivalent U.S. Dollar
Amount of $2,000,000, except that, in any event, the aggregate principal amount
of each borrowing of Eurocurrency Rate Revolving Credit Loans denominated in
Canadian Dollars or Australian Dollars shall not be less than the Equivalent
U.S. Dollar Amount of $3,500,000. Revolving Credit Loans shall be made ratably
by the Lenders in accordance with their respective Commitment Percentages,
provided, however, that the failure of any Lender to make any Loan shall not
relieve any other Lender of the obligation to lend hereunder. For purposes of

<PAGE> 21

determining the amounts referred to in Sections 2.1(a) and (b) hereof, the
Equivalent U.S. Dollar Amount of all Loans, Letters of Credit and Unpaid
Drawings shall be determined as of the Denomination Date for each borrowing of
a Revolving Credit Loan.

(c) Each Revolving Credit Loan to any Borrower may be
either a Base Rate Revolving Credit Loan denominated in U.S. Dollars or a
Eurocurrency Rate Revolving Credit Loan denominated in an Approved Currency.
No Borrower shall be entitled to any borrowing which, if made, would result in
more than five Eurocurrency Rate Revolving Credit Loans outstanding to such
Borrower at any one time or more than fifteen Eurocurrency Rate Revolving
Credit Loans outstanding to all Borrowers at any one time. For purposes of the
foregoing, Eurocurrency Rate Revolving Credit Loans having different Interest
Periods, regardless of whether they commence on the same day, shall be
considered separate Loans.

(d) Upon receipt of a Notice of Borrowing of Revolving
Credit Loans, the Administrative Agent shall promptly notify each Lender by
telephone, telex, or telecopy of the contents thereof, the amount of such
Lender's portion of such Loan and the Type of Loan. In the case of a Notice of
Borrowing for a Base Rate Loan which is received by the Administrative Agent
prior to 11:00 A.M., Charlotte, North Carolina time, the Administrative Agent
shall provide such notice to each Lender not later than 12:00 NOON, Charlotte,
North Carolina time. Subject to the satisfaction of all conditions precedent
thereto as set forth herein, each Lender shall, not later than 2:00 P.M.,
Charlotte, North Carolina time, on the date specified in the Notice of
Borrowing, deposit to the Administrative Agent's Account, in federal or other
immediately available funds, such Lenders' ratable share of such Loan. Unless
the Administrative Agent shall have received notice from a Lender prior to the
date of any Loan that such Lender will not make available to the Administrative
Agent such Lender's ratable portion of such Loan, the Administrative Agent may
assume that such Lender has made such portion available to the Administrative
Agent on the date of such Loan in accordance with this Section 2.1(d), and the
Administrative Agent may, in reliance upon such assumption, make available to
Borrower on such date a corresponding amount. If and to the extent such Lender
shall not have made such ratable portion available to the Administrative Agent,
such Lender and Borrower severally agree to repay to the Administrative Agent
forthwith on demand (but without duplication) such corresponding amount
together with interest thereon for each day from the date such amount is made
available to Borrower until the date such amount is repaid to the
Administrative Agent (i) with respect to Borrower, at the interest rate
applicable at the time the Type of Loan is chosen, or (ii) with respect to the
Lender, at the Federal Funds Rate. Such payment by Borrower, however, shall be
without prejudice to the rights against such Lender. If such Lender shall
repay to the Administrative Agent such corresponding amount, such amount so
repaid shall constitute such Lender's ratable share of the Loan for purposes of
this Agreement, which Loan shall be deemed to have been made by such Lender on
the borrowing date applicable thereto, but without prejudice to Borrower's
rights against such Lender.

SECTION 2.2 SWINGLINE LOANS.

(a) Upon the terms and subject to the conditions of, and
in reliance upon the representations and warranties made under, this Agreement,
NationsBank agrees to make a loan

<PAGE> 22

or loans to any Borrower denominated in the Approved Currency which is the
lawful currency of the nation under the laws of which a Borrower is organized
(each a "Swingline Loan" and collectively, the "Swingline Loans") (except that
Swingline Loans to American Management Systems Portugal - Consultoria E
Desenvolvimento de Software Sociedade Unipessoal, LDA shall be denominated in
U.S. Dollars and Swingline Loans to AMS Management Systems Poland Sp. Z O.O.
shall be denominated in U.S. Dollars or German Marks), which Swingline Loan (i)
may be repaid and reborrowed in accordance with the provisions hereof; (ii) in
the case of a Swingline Loan denominated in an Approved Currency other than
U.S. Dollars, shall not be less than the Equivalent U.S. Dollar Amount of
$500,000, except that in any event the amount of any Swingline Loan denominated
in Canadian Dollars or Australian Dollars shall not be less than the Equivalent
U.S. Dollar Amount of $1,000,000; (iii) shall not exceed the Aggregate
Commitments minus (A) the aggregate principal amount of all Loans (other than
Loans which are repaid with the proceeds of such Swingline Loan) outstanding to
all of the Borrowers, (B) the stated amounts of all Letters of Credit
outstanding for the account of all Borrowers and (C) the amount of all Unpaid
Drawings (other than Unpaid Drawings repaid with the proceeds of such Swingline
Loan), if any, then outstanding; (iv) when aggregated with all other Swingline
Loans outstanding after giving effect to the application of the proceeds
thereof, shall not exceed the Equivalent U.S. Dollar Amount of $20,000,000 at
any time; and (v) NationsBank will not make a Swingline Loan after it has
received written notice from the Required Lenders that a Default Condition or
Event of Default exists. For purposes of determining the aforementioned
amounts, the Equivalent U.S. Dollar Amount of all Loans, Letters of Credit and
Unpaid Drawings shall be determined as of the Denomination Date for each
borrowing of a Swingline Loan.

(b) On any Business Day, NationsBank may, in its sole
discretion, give notice to the Administrative Agent, the Lenders (other than
NationsBank) and AMS that its outstanding Swingline Loans denominated in U.S.
Dollars shall be funded with a borrowing of Revolving Credit Loans (provided
that each such notice shall be deemed to have been automatically given upon the
occurrence of an Event of Default), and NationsBank shall, in any event, not
later than the seventh Business Day after any borrowing of a Swingline Loan
denominated in U.S. Dollars, fund such outstanding Swingline Loan with a
borrowing of Revolving Credit Loans, in which case a borrowing of Revolving
Credit Loans constituting Base Rate Loans shall be made on the immediately
succeeding Business Day by all of the Lenders pro rata based upon each Lender's
Commitment Percentage, and the proceeds thereof shall be applied directly to
repay NationsBank for such outstanding Swingline Loans.

(c) A Swingline Loan denominated in an Approved Currency
other than U.S. Dollars shall be made for an Interest Period of seven days and
shall be repaid in full on the last day of the Interest Period. Unless AMS
notifies the Administrative Agent by 11:00 A.M., Charlotte, North Carolina time
on the second Business Day prior to the last day of the Interest Period for
such Swingline Loan that such Loan will be repaid in full or refunded with a
borrowing of a Eurocurrency Rate Revolving Credit Loan at maturity, then, so
long as there exists no Default Condition or Event of Default, and so long as
such borrowing satisfies all of the conditions of Section 2.1(b), the
Administrative Agent shall cause the borrowing of a Eurodollar Rate Revolving
Credit Loan on the last day of the Interest Period by all Lenders pro rata
based upon each Lender's Commitment Percentage, and the proceeds thereof shall
be applied directly

<PAGE> 23

to repay NationsBank for such outstanding Swingline Loan, which Loan shall be
denominated in the same Approved Currency as such Swingline Loan and shall have
an Interest Period of one month. If a Default Condition or Event of Default
exists on the maturity date of such Swingline Loan, the Administrative Agent
shall fund such outstanding Swingline Loan with a borrowing of a Base Rate
Revolving Credit Loan by all of the Lenders pro rata based upon each Lender's
Commitment Percentage, and the proceeds thereof shall be applied directly to
repay NationsBank for such outstanding Swingline Loans.

(d) Each Lender hereby irrevocably agrees to make
Revolving Credit Loans for the purpose of refunding Swingline Loans in the
amount and in the manner specified in subsections 2.3(b) and (c) and on the
date specified in writing by the Administrative Agent notwithstanding (i) in
the case of Base Rate Loans, that the amount of such borrowing may not comply
with the minimum borrowing amounts otherwise required hereunder, (ii) whether
any conditions specified in Section 6.2 are then satisfied, (iii) whether a
Default Condition or Event of Default has occurred and is continuing, (iv) in
the case of Base Rate Loans, the date of such borrowing and (v) any reduction
in the Aggregate Commitments after any such Swingline Loans were made. In the
event that any borrowing pursuant to this Section 2.2 cannot for any reason be
made on the date otherwise required above (including, without limitation, as a
result of the commencement of a proceeding under the Bankruptcy Code in respect
of AMS), each Lender (other than NationsBank) hereby agrees that it shall
forthwith purchase from NationsBank (without recourse or warranty) such
assignment of the outstanding Swingline Loans as shall be necessary to cause
the Lenders to share in such Swingline Loans ratably based upon their
respective Commitment Percentages, provided that all interest payable on the
Swingline Loans shall be for the account of NationsBank until the date the
respective assignment is purchased and, to the extent attributable to the
purchased assignment, shall be payable to the Lender purchasing same from and
after such date of purchase.

SECTION 2.3 PROCEDURE FOR REVOLVING CREDIT LOANS AND SWINGLINE
LOANS.

(a) Whenever a Borrower desires to borrow a Revolving
Credit Loan hereunder, it shall deliver to the Administrative Agent an
irrevocable Notice of Borrowing on or before (i) the proposed borrowing date
with respect to a Base Rate Revolving Credit Loan, and (ii) at least three
Business Days before the proposed borrowing date with respect to a Eurocurrency
Rate Revolving Credit Loan, each such notice to be given prior to 11:00 A.M.,
Charlotte, North Carolina time, on the date specified. The Notice of Borrowing
shall specify (i) the proposed borrowing date, (ii) the amount of the Revolving
Credit Loan and the Applicable Currency, (iii) the Type of Loan and (iv) with
respect to a Eurocurrency Rate Revolving Credit Loan, the initial Interest
Period to be applicable thereto. Each Notice of Borrowing shall be signed by a
representative of such Borrower duly designated to give such notice pursuant to
appropriate corporate authority, and such Borrower shall notify the
Administrative Agent in writing of the names of such representatives and shall
provide the Administrative Agent with specimen signatures of such
representatives in the form of an authorization matrix (attached, as
supplemented or modified by AMS from time to time, as Attachment A). The
Administrative Agent shall be entitled to rely conclusively on such
representative's authority to request Revolving Credit Loans on behalf of
Borrower until the Administrative Agent receives from

<PAGE> 24

Borrower written notice to the contrary. The Administrative Agent shall have
no duty to verify the authenticity of the signature appearing on any Notice of
Borrowing, but the Administrative Agent shall have a duty to inspect any Notice
of Borrowing for facial conformity to the authorization matrix.

(b) Whenever a Borrower desires to borrow a Swingline
Loan hereunder, it shall deliver to the Administrative Agent an irrevocable
Notice of Borrowing (i) in the case of a Loan denominated in U.S. Dollars, not
later than 12:00 NOON, Charlotte, North Carolina time, on the proposed
borrowing date and (ii) in the case of a Loan to any Borrower denominated in an
Approved Currency other than U.S. Dollars, not later than 11:00 A.M.,
Charlotte, North Carolina time on the third Business Day prior to the borrowing
date. The Notice of Borrowing shall specify the date of such borrowing, the
amount of the Swingline Loan and the Applicable Currency.

(c) In lieu of delivering a Notice of Borrowing pursuant
to Sections 2.3(a) and (b) hereof, Borrower may give the Administrative Agent
telephonic notice by the required time of the proposed borrowing; provided that
such notice shall be promptly confirmed in writing by delivery to the
Administrative Agent of a Notice of Borrowing. The Administrative Agent shall
be entitled to rely upon any telephonic notice referred to above which the
Administrative Agent believes in good faith to have been given by a duly
authorized representative of Borrower, or for otherwise acting in good faith
under this Section 2.3.

SECTION 2.4 CONTINUATION AND CONVERSIONS.

(a) Subject to Sections 3.2 and 3.3 hereof, Borrower
shall have the option, from time to time, to elect to convert or continue the
Type of Loan as follows:

(i) if such Revolving Credit Loan is a Base Rate
Loan, Borrower may elect, as of any Business Day, to convert
such Loan or a portion thereof to a Eurocurrency Rate
Revolving Credit Loan denominated in U.S. Dollars;

(ii) if such Revolving Credit Loan is a
Eurocurrency Rate Revolving Credit Loan denominated in U.S.
Dollars, Borrower may elect to change such Loan or a portion
thereof to a Base Rate Loan, or may elect to continue such
Loan or a portion thereof as a Eurocurrency Rate Revolving
Credit Loan denominated in U.S. Dollars for an additional
Interest Period, in each case beginning on the last day of the
then current Interest Period applicable to such Loan; and

(iii) if such Revolving Credit Loan is a
Eurocurrency Rate Revolving Credit Loan denominated in an
Approved Currency other than U.S. Dollars, Borrower may elect
to continue such Loan or portion thereof as a Eurocurrency
Rate Revolving Credit Loan denominated in the same currency
for an additional Interest Period, in each case beginning on
the last day of the then current Interest Period applicable to
such Loan;

<PAGE> 25

provided that (A) any election of a Eurocurrency Rate Revolving Credit Loan is
subject to there being no Default Condition or Event of Default then in
existence, (B) the Equivalent U.S. Dollar Amount of such Loan, when aggregated
with all other Loans outstanding hereunder and the stated amounts of all
Letters of Credit for the account of all Borrowers and the amount of all Unpaid
Drawings, if any, then outstanding, would not exceed the Aggregate Commitments,
and (C) the Equivalent U.S. Dollar Amount of the Loan or portion thereof
converted to or continued as a Loan denominated in U.S. Dollars shall not be
less than $1,000,000 and if greater, shall be in integral multiples of
$500,000, and the Equivalent U.S. Dollar Amount of the Loan or portion thereof
converted to or continued as a Loan denominated in an Approved Currency other
than U.S. Dollars shall not be less than $2,000,000, except that, in any event,
the Equivalent Dollar Amount of the Loan or portion thereof converted to or
continued as a Loan denominated in Canadian Dollars or Australian Dollars shall
not be less than $3,500,000. For purposes of determining the aforementioned
amounts, the Equivalent U.S. Dollar Amount of all Loans, Letters of Credit and
Unpaid Drawings shall be determined as of the Denomination Date for such
conversion or continuation.

(b) Each such continuation or conversion shall be
effected by Borrower delivering to the Administrative Agent a Notice of
Continuation/Conversion at least (i) one Business Day prior to a conversion of
a Eurocurrency Rate Revolving Credit Loan denominated in U.S. Dollars to a Base
Rate Loan and (ii) in all other cases, three Business Days prior to the date of
the proposed continuation or conversion, each such notice to be given prior to
11:00 A.M. Charlotte, North Carolina time on the date specified. Each Notice
of Continuation/Conversion shall be irrevocable and shall specify the Type of
Loan to be continued or converted and the Interest Period to be applicable
thereto. In the event no Notice of Continuation/Conversion is delivered by a
Borrower with respect to any Eurocurrency Rate Revolving Credit Loan to such
Borrower in conformity with this Section 2.4(b), then such Loan shall be
continued as a Eurocurrency Rate Revolving Credit Loan with an Interest Period
of one month. Notwithstanding the foregoing or the provisions of Section 2.5
hereof, if a Default Condition or Event of Default is in existence or would
result from any proposed continuation of a Eurocurrency Rate Revolving Credit
Loan, such Loan may not be continued as a Eurocurrency Rate Revolving Credit
Loan but instead shall be automatically converted on the last day of such
Interest Period into a Base Rate Revolving Credit Loan.

(c) In lieu of delivery of a Notice of
Continuation/Conversion, Borrower may give the Administrative Agent telephonic
notice by the required time of the proposed continuation or conversion;
provided that such notice shall be promptly confirmed in writing by delivery to
the Administrative Agent of a Notice of Continuation/Conversion. The
Administrative Agent shall be entitled to rely upon any telephonic notice
referred to above which the Administrative Agent believes in good faith to have
been given by a duly authorized representative of Borrower or for otherwise
acting in good faith under this Section 2.4.

SECTION 2.5 INTEREST PERIODS. At the time Borrower gives any
Notice of Borrowing or Notice of Continuation/Conversion in respect of the
making or continuation of a Eurocurrency Rate Revolving Credit Loan complying
with the requirements of Sections 2.3 or 2.4 hereof, Borrower shall elect the
Interest Period to be applicable to such Loan. If, upon the expiration of

<PAGE> 26

any Interest Period for a Revolving Credit Loan, a Borrower has failed to elect
a new Interest Period, then such Borrower shall be deemed to have given notice
of election of an Interest Period of one month.

SECTION 2.6 COMPETITIVE BID LOANS; PROCEDURE FOR COMPETITIVE BID
BORROWINGS.

(a) Subject to the terms and conditions of this
Agreement, each Lender severally agrees that any Borrower may effect a
borrowing of USD Competitive Bid Loans from time to time on any Business Day
during the period from the Closing Date until the date occurring 30 days prior
to the Revolving Credit Termination Date in the manner set forth below,
provided, however, that the principal amount of such USD Competitive Bid Loans
shall not exceed the Aggregate Commitments minus (x) the outstanding principal
amount of all Loans (other than any Loans which are paid with the proceeds of
such USD Competitive Bid Loans) outstanding to all of the Borrowers, (y) the
stated amounts of all Letters of Credit outstanding for the account of all
Borrowers and (z) the amount of all Unpaid Drawings (other than any Unpaid
Drawings which are repaid with the proceeds of such USD Competitive Bid Loans),
if any, then outstanding. For purposes of determining the aforementioned
amounts, the Equivalent U.S. Dollar Amount of all Loans, Letters of Credit and
Unpaid Drawings shall be determined as of the Denomination Date for each
borrowing of USD Competitive Bid Loans.

(i) Borrower may request a borrowing of USD
Competitive Bid Loans by giving to the Administrative Agent,
at least one Business Day prior to the date of the proposed
borrowing, a notice, which notice may be in writing or by
telecopy, telex or telegraph, or by telephone, if immediately
confirmed in writing, substantially in the form attached
hereto as Exhibit C (a "Competitive Bid Borrowing Request").
Each Competitive Bid Borrowing Request shall be given to the
Administrative Agent prior to 10:00 A.M., Charlotte, North
Carolina time. Each such Competitive Bid Borrowing Request
shall specify the proposed date (which shall be a Business
Day) and the aggregate amount of the proposed borrowing of USD
Competitive Bid Loans, the proposed Interest Period for each
USD Competitive Bid Loan to be made as part of such borrowing,
the interest payment date or dates relating thereto, and such
other terms to be applicable to such borrowing as Borrower may
specify. No borrowing of USD Competitive Bid Loans shall be
in an aggregate amount less than $3,000,000 or an integral
multiple of $1,000,000 in excess thereof, or, if less, the
unused amount of the Aggregate Commitments. No Interest
Period shall extend after the Revolving Credit Termination
Date. The Administrative Agent shall promptly notify (by
telex or telecopy) each Lender of each Competitive Bid
Borrowing Request received by it and the terms contained in
such request.

(ii) Each Lender shall, if, in its sole
discretion, it elects so to do, irrevocably offer to make one
or more USD Competitive Bid Loans to Borrower as part of such
proposed borrowing at a rate or rates of interest specified by
such Lender in its sole discretion, by notifying (by telephone
or telecopy, and, in the case of telephone, immediately
confirmed by telecopy) the Administrative Agent,

<PAGE> 27

before 10:00 A.M., Charlotte, North Carolina time, on the
proposed borrowing date of the minimum amount and maximum
amount of each USD Competitive Bid Loan which such Lender
would be willing to make as part of such proposed borrowing
(which amounts may, subject to the proviso to the first
sentence of this Section 2.6, exceed such Lender's
Commitment), the rate or rates of interest therefor and such
Lender's applicable Lending Office with respect to such
Competitive Bid Loan. The Administrative Agent shall notify
Borrower of all such offers before 10:30 A.M., Charlotte,
North Carolina time, on the proposed borrowing date, provided
that, if the Administrative Agent in its capacity as a Lender
shall in its sole discretion elect to make any such offer, it
shall notify Borrower of such offer before 9:30 A.M.,
Charlotte, North Carolina time on the proposed borrowing date.
If any Lender other than the Administrative Agent shall fail
to notify the Administrative Agent before 10:00 A.M.,
Charlotte, North Carolina time, and if the Administrative
Agent in its capacity as a Lender shall fail to notify
Borrower before 9:30 A.M., Charlotte, North Carolina time, on
the proposed borrowing date, that it elects to make such an
offer, such Lender shall be deemed to have elected not to make
such an offer and such Lender shall not be obligated to, and
shall not, make any USD Competitive Bid Loan as part of such
borrowing. Any offer submitted after the time required above
shall be disregarded by the Administrative Agent unless such
offer is submitted to correct a manifest error in a prior
offer.

(iii) Borrower shall, before 11:00 A.M., Charlotte,
North Carolina time, on the date of such proposed borrowing of
USD Competitive Bid Loans, either

(A) cancel such Competitive Bid
Borrowing Request by notice to the Administrative
Agent to that effect, or

(B) in its sole discretion, irrevocably
accept one or more of the offers made by any Lender
or Lenders pursuant to Section 2.6(a)(ii), in
ascending order of the rates offered therefor, by
giving notice to the Administrative Agent of the
amount of each USD Competitive Bid Loan (which amount
shall be equal to or greater than the minimum amount,
and equal to or less than the maximum amount,
notified to Borrower by the Administrative Agent on
behalf of such Lender for such Competitive Bid Loan
pursuant to Section 2.6(a)(ii)) to be made by each
Lender as part of such borrowing, and reject any
remaining offers made by Lenders pursuant to Section
2.6(a)(ii), by giving the Administrative Agent notice
to that effect, provided, however, that the aggregate
amount of such offers accepted by Borrower shall be
equal at least to $3,000,000. If offers for USD
Competitive Bid Loans at the same interest rate are
made by two or more Lenders for a greater aggregate
minimum principal amount than the amount in respect
of which offers for such Competitive Bid Loans are
accepted by Borrower at such interest rate, the
principal amount of USD Competitive Bid Loans
accepted at such interest rate shall be allocated by

<PAGE> 28

Borrower among such Lenders as nearly as possible in
proportion to the respective minimum principal
amounts offered by such Lenders. No such Lender
shall be obligated to make such Competitive Bid Loan
in a principal amount less than the minimum amount
offered by such Lender without consenting to such
lesser amount. If any Lender declines to make an
USD Competitive Bid Loan at such lesser amount,
Borrower shall be entitled in its sole discretion to
determine which of such offers at the same interest
rate it shall accept.

(iv) If Borrower notifies the Administrative Agent
that a Competitive Bid Borrowing Request is canceled pursuant
to Section 2.6(a)(iii)(A), the Administrative Agent shall give
prompt notice (by telex or telecopy) thereof to the Lenders
and such borrowing shall not be made.

(v) If Borrower accepts one or more of the offers
made by any Lender or Lenders pursuant to Section
2.6(a)(iii)(B), the Administrative Agent shall, as promptly as
practicable on the proposed borrowing date, notify (A) each
Lender that has made an offer as described in Section
2.6(a)(ii), of the aggregate amount of such borrowing and
whether any offer or offers made by such Lender pursuant to
Section 2.6(a)(ii) have been accepted by Borrower and (B) each
Lender that is to make an USD Competitive Bid Loan as part of
such borrowing (a "Participating Lender" with respect to such
borrowing), of the amount of each Loan to be made by such
Lender as part of such borrowing, together with a
specification of the interest rate and interest payment date
or dates in respect of each such Competitive Bid Loan. Each
such Participating Lender shall, not later than 12:00 NOON,
Charlotte, North Carolina time, on the date specified in such
Competitive Bid Borrowing Request deposit to the
Administrative Agent's Account, in federal or other
immediately available funds, such Lender's portion of such
borrowing. Upon satisfaction of the applicable terms and
conditions of this Agreement and after receipt by the
Administrative Agent of such amount from each such
Participating Lender, the Administrative Agent will make such
amount available on such date to Borrower. Unless the
Administrative Agent shall have received prior notice from a
Participating Lender (by telephone or otherwise, such notice
to be promptly confirmed by telex, telecopy or other writing)
that such Participating Lender will not make available such
Participating Lender's Competitive Bid Loan, the
Administrative Agent may assume that such Participating Lender
has made such Participating Lender's portion of such borrowing
available to the Administrative Agent on such borrowing date
in accordance with this Section 2.6(a)(v), and the
Administrative Agent may, in reliance upon such assumption,
make available to Borrower on such borrowing date a
corresponding amount. If and to the extent such Participating
Lender shall not have made such portion available to the
Administrative Agent, such Participating Lender and Borrower
severally agree to repay to the Administrative Agent forthwith
on demand (but without duplication) such corresponding amount
together with interest thereon for each day from the date such
amount is made

<PAGE> 29

available to Borrower until the date such amount is repaid to
the Administrative Agent (x) with respect to Borrower, at a
rate per annum equal to the rate of interest for such
Competitive Bid Loan accepted by Borrower in its notice to the
Administrative Agent delivered pursuant to Section
2.6(a)(iii)(B), or (y) with respect to the Participating
Lender, at the Federal Funds Rate. If such Participating
Lender shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute
such Lender's Competitive Bid Loan as a part of such borrowing
of Competitive Bid Loans for purposes of this Agreement, which
Competitive Bid Loan shall be deemed to have been made by such
Participating Lender on the borrowing date applicable thereto,
but without prejudice to rights of Borrower against such
Participating Lender.

(b) The Administrative Agent will notify each Lender of
the amount of any borrowing of USD Competitive Bid Loans and such Lender's new
Commitment (after giving effect to all of the Competitive Bid Loans
outstanding). After each such borrowing of USD Competitive Bid Loans, if
requested by any Lender, the Administrative Agent shall within a reasonable
time furnish to such Lender such information in respect of such Competitive Bid
Loans as such Lender shall reasonably request.

(c) Within the limits and on the conditions set forth in
this Section 2.6, Borrower may from time to time borrow under this Section 2.6,
repay pursuant to Section 2.6(d), and reborrow under this Section 2.6.

(d) Borrower shall repay to the Administrative Agent for
the account of each Participating Lender which has made an USD Competitive Bid
Loan on the maturity date of such Competitive Bid Loan (such maturity date
being that specified by the Company for repayment of such Competitive Bid Loan
in the related Competitive Bid Borrowing Request delivered pursuant to
Subsection 2.6(a)(i)) the then unpaid principal amount of such Competitive Bid
Loan.

SECTION 2.7 MULTICURRENCY COMPETITIVE BID LOANS; PROCEDURE FOR
MULTICURRENCY COMPETITIVE BID BORROWINGS.

(a) Subject to the terms and conditions of this
Agreement, each Lender severally agrees that any Borrower may effect a
borrowing of Multicurrency Competitive Bid Loans denominated in an Approved
Currency other than U.S. Dollars from time to time on any Business Day during
the period from the Closing Date until the date occurring 30 days prior to the
Revolving Credit Termination Date in the manner set forth below, provided,
however, that the principal amount of such Multicurrency Competitive Bid Loans
shall not exceed the Aggregate Commitments minus (x) the outstanding principal
amount of all Loans (other than any Loans which are repaid with the proceeds of
such Multicurrency Competitive Bid Loans) outstanding to all of the Borrowers,
(y) the stated amounts of all Letters of Credit outstanding for the account of
all Borrowers and (z) the amount of all Unpaid Drawings (other than Unpaid
Drawings which are repaid with the proceeds of such Multicurrency Competitive
Bid Loans), if any, then outstanding. For purposes of determining the
aforementioned amounts, the Equivalent

<PAGE> 30

U.S. Dollar Amount of all Loans, Letters of Credit and Unpaid Drawings shall be
determined as of the Denomination Date for each borrowing of Multicurrency
Competitive Bid Loans.

(i) Borrower may request a borrowing of
Multicurrency Competitive Bid Loans by giving to the
Administrative Agent, at least four Business Days prior to the
date of the proposed borrowing, a notice, which notice may be
in writing or by telecopy, telex or telegraph, or by
telephone, if immediately confirmed in writing, substantially
in the form attached hereto as Exhibit C (a "Competitive Bid
Borrowing Request"). Each Competitive Bid Borrowing Request
for a Multicurrency Competitive Bid Loan shall be given to the
Administrative Agent prior to 10:00 A.M., Charlotte, North
Carolina time. Each such Competitive Bid Borrowing Request
for Multicurrency Competitive Bid Loans shall specify the
proposed date (which shall be a Business Day), the aggregate
amount of the proposed borrowing of Multicurrency Competitive
Bid Loans and the Applicable Currency, the proposed Interest
Period for each Multicurrency Competitive Bid Loan to be made
as part of such borrowing (which shall not be more than 120
days), the interest payment date or dates relating thereto,
and such other terms to be applicable to such borrowing as
Borrower may specify. No borrowing of Multicurrency
Competitive Bid Loans shall be in an aggregate amount less
than the Equivalent U.S. Dollar amount of $3,000,000. No
Interest Period shall extend after the Revolving Credit
Termination Date. The Administrative Agent shall promptly
notify (by telex or telecopy) each Lender of each Competitive
Bid Borrowing Request received by it and the terms contained
in such request.

(ii) Each Lender shall, if, in its sole
discretion, it elects so to do, irrevocably offer to make one
or more Multicurrency Competitive Bid Loans to Borrower as
part of such proposed borrowing at the "LIBOR Bid Margin"
offered for each such Competitive Bid Loan (rounded to the
nearest of 1/100th of one percent) to be added or subtracted
from the applicable LIBOR for the Interest Period elected by
Borrower, by notifying (by telephone or telecopy, and, in the
case of telephone, immediately confirmed by telecopy) the
Administrative Agent, before 10:00 A.M., Charlotte, North
Carolina time, three Business Days prior to the proposed
borrowing date of the minimum amount and maximum amount of
each Multicurrency Competitive Bid Loan which such Lender
would be willing to make as part of such proposed borrowing
(which amounts may, subject to the proviso to the first
sentence of this Section 2.7, exceed such Lender's
Commitment), the rate or rates of interest therefor and such
Lender's applicable Lending Office with respect to such
Competitive Bid Loan. The Administrative Agent shall notify
Borrower of all such offers before 10:30 A.M., Charlotte,
North Carolina time, three Business Days prior to the proposed
borrowing date, provided that, if the Administrative Agent in
its capacity as a Lender shall in its sole discretion elect to
make any such offer, it shall notify Borrower of such offer
before 9:30 A.M., Charlotte, North Carolina time three
Business Days prior to the proposed borrowing date. If any
Lender other than the Administrative Agent shall

<PAGE> 31

fail to notify the Administrative Agent before 10:00 A.M.,
Charlotte, North Carolina time, and if the Administrative
Agent in its capacity as a Lender shall fail to notify
Borrower before 9:30 A.M., Charlotte, North Carolina time,
three Business Days prior to the proposed borrowing date, that
it elects to make such an offer, such Lender shall be deemed
to have elected not to make such an offer and such Lender
shall not be obligated to, and shall not, make any
Multicurrency Competitive Bid Loan as part of such borrowing.
Any offer submitted after the time required above shall be
disregarded by the Administrative Agent unless such offer is
submitted to correct a manifest error in a prior offer.

(iii) Borrower shall, before 11:00 A.M., Charlotte,
North Carolina time, three Business Days prior to the date of
such proposed borrowing of Multicurrency Competitive Bid
Loans, either

(A) cancel such Competitive Bid
Borrowing Request by notice to the Administrative
Agent to that effect, or

(B) in its sole discretion, irrevocably
accept one or more of the offers made by any Lender
or Lenders pursuant to Section 2.7(a)(ii), in
ascending order of the LIBOR Bid Margins offered
therefor, by giving notice to the Administrative
Agent of the amount of each Competitive Bid Loan
(which amount shall be equal to or greater than the
minimum amount, and equal to or less than the maximum
amount, notified to Borrower by the Administrative
Agent on behalf of such Lender for such Competitive
Bid Loan pursuant to Section 2.7(a)(ii)) to be made
by each Lender as part of such borrowing, and reject
any remaining offers made by Lenders pursuant to
Section 2.7(a)(ii), by giving the Administrative
Agent notice to that effect, provided, however, that
the aggregate amount of such offers accepted by
Borrower shall be equal at least to the Equivalent
U.S. Dollar Amount of $3,000,000. If offers for
Multicurrency Competitive Bid Loans at the same LIBOR
Bid Margin are made by two or more Lenders for a
greater aggregate minimum principal amount than the
amount in respect of which offers for Multicurrency
Competitive Bid Loans are accepted by Borrower for
the related Interest Period, the principal amount of
Multicurrency Competitive Bid Loans accepted at such
LIBOR Bid Margin shall be allocated by Borrower among
such Lenders as nearly as possible in proportion to
the respective minimum principal amounts offered by
such Lenders. No such Lender shall be obligated to
make such Competitive Bid Loan in a principal amount
less than the minimum amount offered by such Lender
without consenting to such lesser amount. If any
Lender declines to make a Competitive Bid Loan at
such lesser amount, Borrower shall be entitled in its
sole discretion to determine which of such offers at
the same interest rate it shall accept.

<PAGE> 32

(iv) If Borrower notifies the Administrative Agent
that a Competitive Bid Borrowing Request is canceled pursuant
to Section 2.7(a)(iii)(A), the Administrative Agent shall give
prompt notice (by telex or telecopy) thereof to the Lenders
and such borrowing shall not be made.

(v) If Borrower accepts one or more of the offers
made by any Lender or Lenders pursuant to Section
2.7(a)(iii)(B), the Administrative Agent shall, as promptly as
practicable notify (A) each Lender that has made an offer as
described in Section 2.7(a)(ii), of the aggregate amount of
such borrowing and whether any offer or offers made by such
Lender pursuant to Section 2.7(a)(ii) have been accepted by
Borrower and (B) each Lender that is to make a Multicurrency
Competitive Bid Loan as part of such borrowing (a
"Participating Lender" with respect to such borrowing), of the
amount of each Loan to be made by such Lender as part of such
borrowing, together with a specification of the LIBOR Bid
Margin and interest payment date or dates in respect of each
such Competitive Bid Loan. Each such Participating Lender
shall, not later than 12:00 NOON, Charlotte, North Carolina
time, on the date specified in such Competitive Bid Borrowing
Request make available to the Administrative Agent, in
immediately available and freely transferable funds, such
Lender's portion of such borrowing in the Applicable Currency.
Upon satisfaction of the applicable terms and conditions of
this Agreement and after receipt by the Administrative Agent
of such amount from each such Participating Lender, the
Administrative Agent will make such amount available on such
date to Borrower. Unless the Administrative Agent shall have
received prior notice from a Participating Lender (by
telephone or otherwise, such notice to be promptly confirmed
by telex, telecopy or other writing) that such Participating
Lender will not make available such Participating Lender's
Competitive Bid Loan, the Administrative Agent may assume that
such Participating Lender has made such Participating Lender's
portion of such borrowing available to the Administrative
Agent on such borrowing date in accordance with this Section
2.7(a)(v), and the Administrative Agent may, in reliance upon
such assumption, make available to Borrower on such borrowing
date a corresponding amount. If and to the extent such
Participating Lender shall not have made such portion
available to the Administrative Agent, such Participating
Lender and Borrower severally agree to repay to the
Administrative Agent forthwith on demand (but without
duplication) such corresponding amount together with interest
thereon for each day from the date such amount is made
available to Borrower until the date such amount is repaid to
the Administrative Agent (x) with respect to Borrower, at a
rate per annum equal to LIBOR plus or minus the LIBOR Bid
Margin for such Competitive Bid Loan accepted by Borrower in
its notice to the Administrative Agent delivered pursuant to
Section 2.7(a)(iii)(B), or (y) with respect to the
Participating Lender, at the Federal Funds Rate. If such
Participating Lender shall repay to the Administrative Agent
such corresponding amount, such amount so repaid shall
constitute such Lender's Multicurrency Competitive Bid Loan as
a part of such borrowing of Multicurrency Competitive Bid
Loans for purposes of this Agreement, which

<PAGE> 33

Multicurrency Competitive Bid Loan shall be deemed to have
been made by such Participating Lender on the borrowing date
applicable thereto, but without prejudice to rights of
Borrower against such Participating Lender.

(b) The Administrative Agent will notify each Lender of
the amount of any borrowing of Multicurrency Competitive Bid Loans and such
Lender's new Commitment (after giving effect to all of the Competitive Bid
Loans outstanding). After each such borrowing of Multicurrency Competitive Bid
Loans, if requested by any Lender, the Administrative Agent shall within a
reasonable time furnish to such Lender such information in respect of such
Multicurrency Competitive Bid Loans as such Lender shall reasonably request.

(c) Within the limits and on the conditions set forth in
this Section 2.7, Borrower may from time to time borrow under this Section 2.7,
repay pursuant to Section 2.7(d), and reborrow under this Section 2.7.

(d) Borrower shall repay to the Administrative Agent for
the account of each Participating Lender which has made a Multicurrency
Competitive Bid Loan on the maturity date of such Competitive Bid Loan (such
maturity date being that specified by the Borrower for repayment of such
Competitive Bid Loan in the related Competitive Bid Borrowing Request delivered
pursuant to Subsection 2.7(a)(i)) the then unpaid principal amount of such
Multicurrency Competitive Bid Loan.

SECTION 2.8 THE NOTES. The Revolving Credit Loans to each
Borrower shall be evidenced by a single Revolving Credit Note dated the Closing
Date made by each Borrower payable to the order of each Lender. The Swingline
Loans to each Borrower shall be evidenced by a single Swingline Note dated the
Closing Date made by each Borrower payable to the order of NationsBank. The
Competitive Bid Loans to each Borrower shall be evidenced by a single
Competitive Bid Note dated the Closing Date made by each Borrower payable to
the order of each Lender. Each Lender is hereby authorized to record on a Note
or on its internal records the amount and date of each Loan, and the date and
amount of each repayment of a Loan; provided that the failure to make any such
notation or any error therein shall not affect Borrower's obligation with
respect to such Loan. Absent manifest error, the information so recorded by
Lender shall be controlling as to the intent of the parties hereto. Each
Lender will deliver a copy of all such information to Borrower upon the
reasonable written request of Borrower.

SECTION 2.9 REPAYMENT OF REVOLVING CREDIT LOANS, SWINGLINE LOANS
AND COMPETITIVE BID LOANS.

(a) The Commitment of each Lender shall terminate on the
Revolving Credit Termination Date and the aggregate unpaid principal amount of
all Revolving Credit Loans, Swingline Loans and Competitive Bid Loans, together
with all accrued and unpaid interest thereon, and all amounts payable under
this Agreement and any other Loan Document in respect of such Loans shall be
paid by each Borrower to the Administrative Agent for the account of the
Lenders on such date.

(b) If, on any Business Day, the outstanding principal
amount of all Loans, the stated amounts of all outstanding Letters of Credit
for the account of all Borrowers and the

<PAGE> 34

amount of all Unpaid Drawings, if any, then outstanding exceeds the Aggregate
Commitments, each Borrower shall, on demand, repay the Equivalent U.S. Dollar
Amount of Loans such that the outstanding principal amount of all Revolving
Credit Loans, Swingline Loans, Competitive Bid Loans, and the stated amounts of
all Letters of Credit for the account of all Borrowers and the amount of all
Unpaid Drawings, if any, then outstanding is less than or equal to the amount
of the Aggregate Commitments. For purposes of determining the aforementioned
amounts, the Equivalent U.S. Dollar Amount of all Loans, Letters of Credit and
Unpaid Drawings shall be determined as of such date of determination.

SECTION 2.10 INTEREST BASIS: INTEREST PAYMENT DATES.

(a) Each Borrower agrees to pay interest in respect of
the unpaid principal amount of each Revolving Credit Loan, Swingline Loan and
Competitive Bid Loan from the date of the relevant Loan until such Loan is paid
in full and at maturity (whether by acceleration or otherwise) and thereafter
on demand at the following rates per annum:

(i) For each day that such Loan is a Base Rate
Loan, the Base Rate applicable to such Loan for such day.

(ii) For each day that such Loan is a Swingline
Loan, a rate per annum equal to the sum of the rate quoted by
NationsBank for such Loan for such day and accepted by AMS,
plus the Applicable Rate.

(iii) During such period that such Loan is a
Eurocurrency Rate Revolving Credit Loan, the Eurocurrency Rate
applicable to such Loan for the related Interest Period plus
the Applicable Rate, plus, if applicable, the Usage Premium.

(iv) During such period that such Loan is a
Competitive Bid Loan, at a rate per annum accepted by Borrower
in its notice to the Administrative Agent delivered pursuant
to Section 2.6(a)(iii)(B) or Section 2.7(a)(iii)(B).

Whenever the aggregate outstanding principal amount of Revolving Credit Loans
and Swingline Loans plus the stated amount of all Letters of Credit outstanding
(without reduction for Unpaid Drawings) exceeds fifty percent of the Aggregate
Commitments, and for so long as such condition exists, the interest rate on any
Eurocurrency Revolving Credit Loan shall be increased by the amount of the
Usage Premium. For purposes of determining the aforementioned amounts, the
Equivalent U.S. Dollar Amount of all Revolving Credit Loans, Swingline Loans
and Letters of Credit shall be determined as of any Denomination Date. The
Administrative Agent shall notify AMS promptly of its determination that the
Usage Premium is applicable. Each invoice for interest payable hereunder shall
indicate whether and for what period the Usage Premium was applicable in
respect of any Loan.

(b) Notwithstanding the foregoing, from and after the
occurrence and during the continuance of an Event of Default, Borrower will pay
interest at the Default Rate on the principal of the Revolving Credit Loans,
the Swingline Loans, and the Competitive Bid Loans,

<PAGE> 35

and on any other amounts payable by Borrower under this Agreement or the other
Loan Documents (including interest to the extent permitted by law) that is not
paid on the due date thereof. All interest provided for in this Section
2.10(b) shall be payable on demand. The payment or acceptance of the rate
provided by this Section 2.10(b) shall not constitute a waiver of any Default
Condition or Event of Default or an amendment to this Agreement, or otherwise
prejudice or limit any rights or remedies of Lender.

(c) Interest shall accrue from and including the date of
any Revolving Credit Loan, Swingline Loan, or Competitive Bid Loan to but
excluding the date of any repayment thereof and shall be payable (i) with
respect to each Eurocurrency Rate Revolving Credit Loan or Competitive Bid
Loan, on the last day of each Interest Period applicable to such Loan, and on
any prepayment thereof (on the amount prepaid), provided that accrued interest
shall be payable at least every three months if the applicable Interest Period
exceeds three months, (ii) with respect to each Base Rate Loan or Swingline
Loan, on the last day of each interval of one month, or three months, as
selected by a Borrower, (iii) at maturity (whether by acceleration or
otherwise), and (iv) after maturity (whether by acceleration or otherwise), on
demand. All interest payable pursuant to the terms of this Agreement shall be
computed on the basis of a year of three hundred sixty days for the actual
number of days elapsed, except with respect to interest payable on any Loan, or
any Unpaid Drawing in respect of Letters of Credit, denominated in British
Pounds, in which case interest shall be computed on the basis of a year of
three hundred sixty-five days for the actual number of days elapsed.

SECTION 2.11 LETTERS OF CREDIT.

(a) Subject to and upon the terms and conditions herein
set forth, a Borrower may request that NationsBank issue, at any time and from
time to time on or after the Closing Date and prior to the Revolving Credit
Termination Date, for the account of Borrower and, subject to and upon the
terms and conditions herein set forth, NationsBank agrees to issue from time to
time, Letters of Credit denominated in U.S. Dollars, or in an Approved Currency
other than U.S. Dollars, and in such form as may be approved by NationsBank.
Notwithstanding the foregoing, NationsBank shall not be under any obligation to
issue any Letter of Credit if, at the time of such issuance:

(i) any order, judgment or decree of any
Governmental Authority or arbitrator shall purport by its
terms to enjoin or restrain NationsBank from issuing such
Letter of Credit or any requirement of law applicable to
NationsBank shall prohibit the issuance of letters of credit
generally or such Letter of Credit in particular or shall
impose upon NationsBank with respect to such Letter of Credit
any restriction or reserve or capital requirement (for which
NationsBank is not otherwise compensated) not in effect on the
date hereof, or any unreimbursed loss, cost or expense which
was not applicable, in effect or known to NationsBank as of
the date hereof and which NationsBank in good faith deems
material to it; or

<PAGE> 36

(ii) NationsBank shall have received notice from
the Required Lenders prior to the issuance of such Letter of
Credit of the type described in the penultimate sentence of
Section 2.11(d).

(b) Notwithstanding the foregoing, (i) no Letter of
Credit shall be issued the stated amount of which, when added to the stated
amount of outstanding Letters of Credit (exclusive of Unpaid Drawings which are
repaid on the date of, and prior to the issuance of, the respective Letter of
Credit) at such time, would exceed either (A) the Equivalent U.S. Dollar Amount
of $30,000,000 (the "LC Subfacility") or (B) when added to the aggregate
principal amount of all Loans and Unpaid Drawings, if any, then outstanding,
the Aggregate Commitments, (ii) no Letter of Credit shall be issued if any
Default Condition or Event of Default is then in existence and (iii) no Letter
of Credit shall have an expiration date occurring later than the Business Day
next preceding the Revolving Credit Termination Date. For purposes of
determining the aforementioned amounts, the Equivalent U.S. Dollar Amount of
all Loans, Letters of Credit and Unpaid Drawings shall be determined as of the
Denomination Date of such Letter of Credit.

(c) Whenever it desires that a Letter of Credit be
issued, Borrower shall give the Administrative Agent and NationsBank written
notice thereof prior to 12:00 NOON, Charlotte, North Carolina time, at least
two Business Days prior to the proposed date of issuance (which shall be a
Business Day) (each a "Letter of Credit Request"), which Letter of Credit
Request shall include NationsBank's customary application for a letter of
credit containing information necessary to issue the Letter of Credit and any
other documents that NationsBank customarily requires in connection therewith.
If such application form or other document contains any terms and conditions,
such terms and conditions shall have no force and effect, it being understood
that the issuance and payment of Letters of Credit, and all other matters
between NationsBank, the Administrative Agent, the Lenders and Borrower with
respect to such Letter of Credit and the credit relationship of NationsBank,
the Administrative Agent, the Lenders and Borrower shall be governed by this
Agreement and applicable law. The Administrative Agent shall promptly notify
each Lender of each Letter of Credit Request.

(d) The making of each Letter of Credit Request shall be
deemed to be a representation and warranty by Borrower that such Letter of
Credit may be issued in accordance with, and will not violate the requirements
of, Section 2.11(b). Unless NationsBank has received written notice from the
Required Lenders before it issues a Letter of Credit that one or more of the
conditions specified in Section 6.2 were not then satisfied, or that the
issuance of such Letter of Credit would violate Section 2.11(b), then
NationsBank may issue the requested Letter of Credit for the account of
Borrower in accordance with NationsBank's usual and customary practices.
NationsBank shall, promptly following the issuance of a Letter of Credit by it,
give the Administrative Agent, each Lender and Borrower written notice of the
issuance of such Letter of Credit.

(e) Borrower hereby agrees to reimburse NationsBank, by
making payment to NationsBank in immediately available funds, for any payment
or disbursement made by NationsBank under any Letter of Credit issued by it
(each such amount so paid or disbursed until

<PAGE> 37

reimbursed, an "Unpaid Drawing") no later than one Business Day following the
date of such payment or disbursement, with interest on the amount so paid or
disbursed by NationsBank, to the extent not reimbursed prior to 1:00 P.M.,
Charlotte, North Carolina time, on the date of such payment or disbursement,
from and including the date paid or disbursed to but not including the date
NationsBank is reimbursed therefor at a rate per annum equal to the Base Rate
as in effect from time to time (plus an additional 2% per annum if not
reimbursed by the third Business Day after the date of such payment or
disbursement), such interest also to be payable on demand. NationsBank shall
provide Borrower prompt notice of any drawing made under any Letter of Credit
prior to any payment or disbursement made by it on account of such drawing,
although the failure of, or delay in, giving any such notice shall not release
or diminish the obligations of Borrower under this Section 2.11(e) or under any
other Section of this Agreement.

(f) Borrower's obligation under Section 2.11(e) to
reimburse NationsBank with respect to Unpaid Drawings (including, in each case,
interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to
payment which Borrower may have or have had against any Lender, including,
without limitation, any defense based upon the failure of any drawing under a
Letter of Credit to conform to the terms of the Letter of Credit or any
non-application or misapplication by the beneficiary of the proceeds of such
drawing; provided, however, that Borrower shall not be obligated to reimburse
the Administrative Agent for any wrongful payment made by the Administrative
Agent under a Letter of Credit as a result of acts or omissions constituting
gross negligence or willful misconduct on the part of NationsBank.

(g) Immediately upon the issuance by NationsBank of any
Letter of Credit, NationsBank shall be deemed to have sold and transferred to
each other Lender, and each such Lender (each a "Letter of Credit Participant")
shall be deemed irrevocably and unconditionally to have purchased and received
from NationsBank, without recourse or warranty, an undivided interest and
participation, to the extent of such Lender's Commitment Percentage, in such
Letter of Credit, each substitute letter of credit, each drawing made
thereunder and the obligations of Borrower under this Agreement with respect
thereto and any security therefor or guaranty pertaining thereto. Upon any
change in the Commitments or Commitment Percentages of the Lenders pursuant to
Section 12.13, it is hereby agreed that, with respect to all outstanding
Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment
to the participations pursuant to this Section 2.11(g) to reflect the new
Commitment Percentages of the assigning and assignee Lender or of all Lenders,
as the case may be.

(h) In determining whether to pay under any Letter of
Credit, NationsBank shall not have any obligation relative to the Letter of
Credit Participants other than to determine that any documents required to be
delivered under such Letter of Credit have been delivered and that they appear
to comply on their face with the requirements of such Letter of Credit. Any
action taken or omitted to be taken by NationsBank under or in connection with
any Letter of Credit if taken or omitted in the absence of gross negligence or
willful misconduct, shall not create for the Administrative Agent any resulting
liability to the Letter of Credit Participants.

<PAGE> 38

(i) In the event that NationsBank makes any payment under
any Letter of Credit and Borrower shall not have reimbursed such amount in full
to NationsBank pursuant to Section 2.11(e), NationsBank shall promptly notify
the Administrative Agent, and the Administrative Agent shall notify each Letter
of Credit Participant of such failure, and each Letter of Credit Participant
shall promptly and unconditionally pay to the Administrative Agent for the
account of NationsBank, the amount of such Letter of Credit Participant's
Commitment Percentage of such executed payment in the Applicable Currency and
in same day funds; provided, however, that no Letter of Credit Participant
shall be obligated to pay to the Administrative Agent its Commitment Percentage
of such unreimbursed amount for any wrongful payment made by NationsBank under
a Letter of Credit as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of NationsBank. If the
Administrative Agent so notifies any Letter of Credit Participant required to
fund a payment under a Letter of Credit prior to 11:00 A.M., Charlotte, North
Carolina time, on any Business Day, such Letter of Credit Participant shall
make available to the Administrative Agent for the account of NationsBank such
Letter of Credit Participant's Commitment Percentage of the amount of such
payment on such Business Day in the Applicable Currency and in same day funds.
If and to the extent such Letter of Credit Participant shall not have so made
its Commitment Percentage of the amount of such payment available to the
Administrative Agent for the account of NationsBank, such Letter of Credit
Participant agrees to pay to the Administrative Agent for the account of
NationsBank, forthwith on demand such amount, together with interest thereon,
for each day from such date until the date such amount is paid to the
Administrative Agent for the account of NationsBank at the Federal Funds Rate.
The failure of any Letter of Credit Participant to make available to the
Administrative Agent for the account of NationsBank its Commitment Percentage
of any payment under any Letter of Credit shall not relieve any other Letter of
Credit Participant of its obligation hereunder to make available to the
Administrative Agent for the account of NationsBank its Commitment Percentage
of any payment under any Letter of Credit on the date required, as specified
above, but no Letter of Credit Participant shall be responsible for the failure
of any other Letter of Credit Participant to make available to the
Administrative Agent for the account of NationsBank such other Letter of Credit
Participant's Commitment Percentage of any such payment.

(j) Whenever NationsBank receives a payment of a
reimbursement obligation as to which NationsBank has received any payments from
the Letter of Credit Participants pursuant to clause (i) above, NationsBank
shall promptly pay to each Letter of Credit Participant which has paid its
Commitment Percentage thereof in the Applicable Currency and in same day funds,
an amount equal to such Letter of Credit Participant's Commitment Percentage of
the principal amount thereof and interest thereon accruing after the purchase
of the respective participations.

(k) Except as otherwise expressly stated herein, any
Letter of Credit issued hereunder shall be subject to the Uniform Customs and
Practices for Documentary Credits, 1993 Revision, International Chamber of
Commerce Publication No. 500 ("Uniform Customs"). As to matters not governed
by the Agreement or by the Uniform Customs, any Letter of Credit shall be
construed in accordance with and governed by the Laws of the State of New York.

<PAGE> 39

(l) Borrower assumes all the risk of the misuse of the
Letter of Credit by the beneficiary thereof. NationsBank shall not be
responsible for, and Borrower's obligation to NationsBank and the Lenders shall
not be affected by:

(i) any defect in a draft, payment request or
other document unless such defect is readily apparent upon the
face of the draft, payment request or other document;

(ii) the correctness or legal effect of any
document provided for in the Letter of Credit;

(iii) the use which may be made of any Letter of
Credit or for any acts or omissions of the user of any Letter
of Credit;

(iv) the validity, accuracy or genuineness of
drafts, required statements or documents, even if such drafts,
statements or documents should in fact prove to be in any or
all respects invalid, inaccurate, fraudulent or forged;

(v) errors, omissions, interruptions or delays in
transmission or delivery of any message, by mail, cable,
telegraph, telex or otherwise; or

(vi) any consequences arising from causes beyond
the control of NationsBank.

(m) NationsBank may accept any written statement provided
for in any Letter of Credit and any accompanying draft or payment request as
conclusive of the matters covered by such statement, whether of fact or law,
and any such statement shall be conclusive and binding between Borrower and
NationsBank, whether or not actually true and correct as between other persons,
and NationsBank shall not be required at any time or under any circumstances to
determine any disputed question of fact or law.

(n) If Borrower consents in writing to any overdrafts
under any Letter of Credit or authorizes in writing payment under any Letter of
Credit with irregular accompanying documents or authorizes or consents to any
departure from the terms of such Letter of Credit, this Agreement shall be
fully binding upon Borrower with respect to such overdrafts, irregularities or
both and NationsBank's rights shall be, in every respect, the same as if this
Agreement and such Letter of Credit expressly provided for such overdraft or
irregularity or both. If at the request of Borrower there is any extension of
time for presentation of any payment request or any document under a Letter of
Credit, or in the event of any modification of the terms of such Letter of
Credit or any transaction under such Letter of Credit, this Agreement shall be
fully binding upon Borrower with regard to any action taken under such modified
terms and to any payment request and documents presented within such extended
time.

(o) Any Letter of Credit can be canceled by the
beneficiary thereof only after receipt by the Administrative Agent of such
Letter of Credit, or upon such other conditions as the Administrative Agent may
prescribe. In the event of any early cancellation there will be no

<PAGE> 40

refund of Letter of Credit Fees. If any Letter of Credit is expressly
designated as "transferable", and if such transfer is requested, Borrower
agrees to pay NationsBank's customary fees for such transfer.

(p) Unless a Letter of Credit expressly provides to the
contrary in writing, Borrower agrees that NationsBank shall pay, after receipt
of drafts, required statements or other documents otherwise in order which are
signed or issued by the administrator, trustee in bankruptcy, debtor in
possession, assignee for the benefit of creditors, liquidator, receiver or
other such legal representative of the beneficiary of such Letter of Credit
whose status as such has been established to the satisfaction of NationsBank

(q) Schedule 2.11 hereto contains a description of all
letters of credit issued by Wachovia pursuant to the Existing Credit Agreement
which remain outstanding on the Closing Date. Each such letter of credit,
including any extension thereof issued by Wachovia (each, an "Existing Letter
of Credit") shall constitute a "Letter of Credit" for all purposes of this
Agreement and each Lender (other than Wachovia) shall be deemed to have
purchased a participation from Wachovia in each Existing Letter of Credit in
accordance with Section 2.11 (g) on the Closing Date as if Wachovia were
NationsBank.

(r) If any Event of Default shall occur and be
continuing, on the Business Day that Borrower receives notice from the
Administrative Agent or the Required Lenders demanding the deposit of cash
collateral pursuant to this paragraph, Borrower shall deposit in an account
with the Administrative Agent, in the name of the Administrative Agent and for
the benefit of the Lenders, the stated Equivalent U.S. Dollar Amount of all
outstanding Letters of Credit as of such date plus any accrued and unpaid
interest thereon; provided that the obligation to deposit such cash collateral
shall become effective immediately, and such deposit shall become immediately
due and payable, without demand or other notice of any kind, upon the
occurrence of any Event of Default with respect to Borrower described in
Sections 7.1(f) or (g). Such deposit shall be held by the Administrative Agent
as collateral for the payment and performance of the obligations of Borrower
under this Agreement. The Administrative Agent shall have exclusive dominion
and control, including the exclusive right of withdrawal, over such account.
Investment of such deposits shall, to the extent reasonably practicable, be
made at the direction of the Administrative Agent and at Borrower's risk and
expense. Unless invested in accordance with the preceding sentence, such
deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Monies in such account shall be
applied by the Administrative Agent to reimburse NationsBank for drawings for
which it has not been reimbursed and, to the extent not so applied, shall be
held for the satisfaction of the reimbursement obligations of Borrower for the
undrawn Letters of Credit at such time or, if the maturity of the Loans has
been accelerated (but subject to the consent of the Required Lenders), be
applied to satisfy other obligations of Borrower under this Agreement. If
Borrower is required to provide an amount of cash collateral hereunder as a
result of the occurrence of an Event of Default, such amount (to the extent not
applied as aforesaid) shall be returned to Borrower within three Business Days
after all Events of Default have been cured or waived.

<PAGE> 41

SECTION 2.12 TERMINATION OR REDUCTION OF COMMITMENT.

(a) AMS shall have the right, at any time and from time
to time, upon at least thirty days' prior irrevocable, written notice to the
Administrative Agent, to terminate or reduce permanently all or a portion of
the Aggregate Commitments; provided that any such partial reduction shall be
made in increments of not less than the Equivalent U.S. Dollar Amount of
$5,000,000, unless the Revolving Credit Loans, Swingline Loans, Competitive Bid
Loans and Unpaid Drawings are then paid in full and the Commitments terminated.
As of the date of termination or reduction set forth in such notice, the
Aggregate Commitments shall be permanently reduced to the amount stated in AMS'
notice for all purposes herein, and each Borrower, subject to the provisions of
Section 3.4 hereof, shall pay the amount necessary to reduce the aggregate
outstanding principal amount of the Loans, the stated amount of all Letters of
Credit, the amount of all Unpaid Drawings, if any, outstanding to not more than
the amount of the Aggregate Commitments as so reduced, together with accrued
interest on the amounts so prepaid. For purposes of this Section 2.12(a), each
Borrower authorizes AMS to act in its behalf.

(b) The amount of the Aggregate Commitments shall be
automatically reduced to zero on the Revolving Credit Termination Date.

(c) The Aggregate Commitments or any portion thereof
terminated or reduced pursuant to this Section 2.12 may not be reinstated.

SECTION 2.13 FEES.

(a) AMS shall pay to the Administrative Agent for the
account of the Lenders a facility fee ("Facility Fee") which shall accrue at a
rate per annum equal to the Applicable Rate on the daily amount of the
Aggregate Commitments (whether used or unused). The Facility Fee shall be
payable in arrears on the first day of July, October, January and April during
the term that the Aggregate Commitments are in effect.

(b) Each Borrower for the account of which a Letter of
Credit is issued hereunder shall pay to the Administrative Agent (i) for the
account of each Lender, a fee (the "Letter of Credit Fee") in U.S. Dollars on
the date of issuance of a Letter of Credit in an amount equal to the Applicable
Rate per annum plus, if applicable, the Usage Premium, times the stated amount
of such Letter of Credit and (ii) for the account of the Administrative Agent,
a fronting fee (the "Fronting Fee") in U.S. Dollars on the date of issuance of
a Letter of Credit in an amount equal to .125% per annum times the stated
amount of such Letter of Credit; provided that the Administrative Agent shall
rebate to such Borrower the ratable portion of such fees attributable to the
period between the date such Letter of Credit is cancelled by mutual agreement
of NationsBank and such Borrower (other than by reason of payment in full of
such Letter of Credit) and the expiration date of such Letter of Credit. For
purposes of this Section 2.13(b), the stated amount of a Letter of Credit
denominated in an Alternative Currency shall be the Equivalent U.S. Dollar
Amount thereof as of the Denomination Date. Upon receipt of notice from the
Administrative Agent, each Lender shall pay to the Administrative Agent its
Commitment Percentage of any amount subject to rebate hereunder. Whenever the
aggregate

<PAGE> 42

outstanding principal amount of Revolving Credit Loans and Swingline Loans plus
the stated amount of all Letters of Credit outstanding (without reduction for
Unpaid Drawings) exceeds fifty percent of the Aggregate Commitments, and for so
long as such condition exists, the Usage Premium shall be added to the
Applicable Rate to calculate any Letter of Credit Fee. For purposes of
determining the aforementioned amounts, the Equivalent U.S. Dollar Amount of
all Revolving Credit Loans, Swingline Loans and Letters of Credit shall be
determined as of any Denomination Date.

(c) AMS shall pay to the Administrative Agent additional
fees as are due and payable hereafter (the "Agent's Fees") as set forth in a
fee letter between the Administrative Agent and AMS.

(d) All computations of fees hereunder shall be made on
the basis of a year of three hundred sixty days for the actual number of days
elapsed.

SECTION 2.14 ADDITIONAL BORROWERS. So long as the Guaranty is in
full force and effect, AMS may request in writing that any Subsidiary of AMS
become a Borrower hereunder, and, if such request is approved in writing by all
of the Lenders (which approval shall not be unreasonably withheld by any
Lender), then, upon satisfaction of each condition precedent to any Loans or
Letters of Credit to or for the account of such Borrower pursuant to Article 6,
such Borrower shall become a party to this Agreement; it being understood that
for this purpose, all of the Lenders, by their execution of this Agreement,
have preapproved the addition of American Management Systems Portugal -
Consultoria E Desenvolmimento de Software Sociedade Unipessoal, LDA and AMS
Management Systems Poland Sp. Z O.O., if and when designated by AMS pursuant to
this Section.

ARTICLE 3

GENERAL FUNDING AND PAYMENT PROVISIONS

SECTION 3.1 INCREASED COSTS.

(a) If any change in any Law, or in the interpretation,
administration or application thereof, shall:

(i) impose, modify or deem applicable any
reserve, special deposit or similar requirement against assets
of, deposits with or for the account of, or credit extended
by, any Lender (except any such reserve requirement reflected
in the Eurocurrency Rate); or

(ii) impose on any Lender or the London interbank
market any other condition affecting this Agreement or
Eurodollar Rate Revolving Credit Loans, Swingline Loans or
Competitive Bid Loans, made by such Lender or any Letter of
Credit or participation therein (other than an increase in the
Taxes imposed on or with respect to any sum payable hereunder
to or for the account of any Lender);

<PAGE> 43

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan, maintaining any Swingline
Loan, maintaining any Competitive Bid Loan or to increase the cost to such
Lender of participating in, issuing or maintaining any Letter of Credit or to
reduce the amount of any sum received or receivable by such Lender hereunder in
respect of such Loan or Letter of Credit by an amount deemed by such Lender to
be material, then Borrower will pay to such Lender, as the case may be, such
additional amount or amounts as will compensate such Lender, as the case may
be, for such additional costs incurred or reduction suffered.

(b) If any Lender determines that any change in any
generally applicable Law regarding capital requirements, or in the
interpretation, administration or application thereof prior to the date of this
Agreement, has or would have the effect of reducing the rate of return on such
Lender's capital or on the capital of such Lender's holding company, if any, as
a consequence of this Agreement or the Loans made by, or participations in
Letters of Credit held by, such lender, or the Letters of Credit issued by such
lender, to a level below that which such Lender or such Lender's holding
company could have achieved but for such change (taking into consideration such
Lender's policies and the policies of such Lender's holding company with
respect to capital adequacy) in each case by an amount deemed by such Lender to
be material, then from time to time Borrower will pay to such Lender, as the
case may be, such additional amount or amounts as will compensate such Lender
or such Lender's holding company for the portion of any such reduction
suffered.

(c) A certificate of a Lender setting forth the amount or
amounts (including the basis therefor and the calculation thereof) necessary to
compensate such Lender or its holding company, as the case may be, as specified
in clauses (a) or (b) of this Section 3.1, shall be delivered to Borrower as
soon as practicable, but in any event, within 90 days after such Lender obtains
actual knowledge thereof, and shall be presumptively correct absent manifest
error, provided that such determination is made on a reasonable basis. Borrower
shall pay such Lender, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section 3.1 shall not constitute a waiver of such
Lender's or such Issuing Bank's right to demand such compensation; provided
that Borrower shall not be required to compensate a Lender pursuant to this
Section 3.1 for any increased costs or reductions incurred more than 90 days
prior to the date that such Lender delivers such certificate to Borrower;
provided further that, if the change in Law giving rise to such increased costs
or reductions is retroactive, then the 90 day period referred to above shall be
extended to include the period of retroactive effect thereof.

SECTION 3.2 AVAILABILITY OF APPROVED CURRENCY AND RATE OPTIONS.
If, on or prior to the first day of any Interest Period for any Eurocurrency
Rate Revolving Credit Loan or any Loan denominated in an Approved Currency
other than U.S. Dollars, or prior to issuing any Letter of Credit denominated
in an Approved Currency other than U.S. Dollars, the Administrative Agent shall
have determined (which determination shall be final, conclusive and

<PAGE> 44

binding upon all parties) or the Required Banks shall have advised the
Administrative Agent, that:

(a) deposits in the principal amounts of the Loans and in
the Applicable Currency are not being offered in the relevant interbank or
other market for such Interest Period;

(b) with respect to any Applicable Currency, there shall
have occurred any change in national or international financial, political or
economic conditions (including the imposition of or any change in exchange
controls) or currency exchange rates which would make it impracticable to make
Loans or to issue Letters of Credit denominated in the Applicable Currency;

(d) by reason of circumstances affecting the relevant
interbank or other markets adequate and reasonable means do not exist for
determining LIBOR; then the Administrative Agent shall promptly notify the
Borrowers and the Lenders, whereupon, until the Administrative Agent notifies
the Borrowers that the circumstances giving rise to such suspension no longer
exist, the obligation of the Lenders to make Loans denominated in the affected
Approved Currency, or to acquire participations in Letters of Credit
denominated in the affected Approved Currency, or to make Loans with interest
calculated on the basis of an affected Eurocurrency Rate, as the case may be,
shall be suspended. If such notice is given, and until the Administrative
Agent notifies the Borrowers that the circumstances giving rise to such
suspension no longer exists or such notice has been withdrawn by such Lender,
no Loan or Letter of Credit denominated in an Approved Currency so affected, or
no Loan which bears interest calculated on the basis of a Eurodollar Rate so
affected, as the case may be, shall be made or issued, and any such Loan
outstanding shall, at the end of any applicable Interest Period therefor, be
automatically converted into a Base Rate Loan, and if denominated in an
Approved Currency so affected, shall be repaid in full or, at Borrower's
option, converted to a Base Rate Loan in the Equivalent U.S. Dollar Amount of
such Alternative Currency.

SECTION 3.3 ILLEGALITY. Notwithstanding any other provisions
herein contained, if, on any date, any Lender shall have determined (which
determination shall be final, conclusive and binding upon all parties) that any
Law, or any change therein or in the interpretation, administration or
application thereof, or compliance by such Lender with any request or directive
(whether or not having the force of law and whether or not failure to comply
therewith would be unlawful) of any Governmental Authority shall make it
unlawful or impossible for such Lender to make, maintain or fund any
Eurocurrency Rate Revolving Credit Loan or any Loan denominated in an Approved
Currency other than U.S. Dollars, such Lender shall promptly notify the
Administrative Agent and the Administrative Agent shall forthwith notify the
Borrowers, whereupon, the obligation of such Lender hereunder to make any such
Loan or to issue a Letter of Credit denominated in an Approved Currency other
than U.S. Dollars shall forthwith be suspended until such Lender notifies the
Administrative Agent that the circumstances giving rise to such suspension no
longer exists and any such Loan then

<PAGE> 45

outstanding shall be automatically converted into a Base Rate Loan or, if such
Loan is denominated in an Approved Currency so affected, shall be repaid in
full or, at Borrower's option, converted to a Base Rate Loan in the Equivalent
U.S. Dollar Amount of such Approved Currency; provided that if any such Law, or
any change therein or in the interpretation or application thereof shall permit
the continuance of a Loan through the last day of the applicable Interest
Period, such Loan shall continue as such until the end of such Interest Period.

SECTION 3.4 PAYMENTS.

(a) Except as expressly provided in Sections 3.2 and 3.3,
all payments of principal and interest hereunder shall be made in the
Applicable Currency and in immediately available funds, and payments of all
Facility Fees, Letter of Credit Fees, and all other sums shall be made in U.S.
Dollars and in immediately available funds, and shall be made prior to 12:00
NOON, Charlotte, North Carolina time, on the date of payment to the principal
office of the Administrative Agent or such other office as the Administrative
Agent shall designate in writing. Payments received after 12:00 NOON,
Charlotte, North Carolina time, shall be deemed to be payments made prior to
12:00 NOON, Charlotte, North Carolina time, on the next succeeding Business
Day. Notwithstanding the foregoing, if the Administrative Agent is notified by
12:00 NOON, Charlotte, North Carolina time, of a Federal Reserve reference
number for a wire transfer of such payment, such payment shall be effective if
actually received by the Administrative Agent by 2:00 P.M., Charlotte, North
Carolina time on such Business Day. Any payment which falls due on a day which
is not a Business Day shall be rescheduled to the next succeeding Business Day,
and interest and fees shall continue to accrue to such rescheduled Business Day
unless, with respect to a Eurocurrency Rate Revolving Credit Loan, such
Business Day falls in another calendar month, in which case the date for such
payment shall be the next preceding Business Day.

(b) Borrower agrees to pay principal, interest, fees and
all other amounts due hereunder or under the Loan Documents without set-off,
recoupment or counterclaim. If some but less than all amounts due from
Borrower are received by a Lender, such Lender shall apply such amounts in the
following order of priority: (i) to the payment of any fees then due and
payable, (ii) to the payment of all other amounts not otherwise referred to in
this Section 3.4 then due and payable hereunder or under the other Loan
Documents (including, but not limited to, any costs and expenses incurred by
such Lender as a result of a Default Condition or an Event of Default), (iii)
to the payment of interest then due and payable on the Loans, and (iv) to the
payment of principal then due and payable on the Loans. No application of
payments will cure any Event of Default or prevent acceleration, or continued
acceleration, of amounts payable under the Loan Documents or prevent the
exercise, or continued exercise, of rights and remedies of any Lender
hereunder, under any of the other Loan Documents or under applicable Law.

SECTION 3.5 PREPAYMENTS.

Subject to Section 3.6 hereof, Borrower shall have the right
to prepay any Revolving Credit, Swingline Loan or Competitive Bid Loan in whole
or in part from time to time on the following terms and conditions: (a)
Borrower shall give Administrative Agent (i) notice

<PAGE> 46

delivered on the date of prepayment of its intent to prepay a Base Rate Loan or
a Swingline Loan denominated in U.S. Dollars, or (ii) at least three Business
Days prior notice of its intent to prepay a Eurodollar Rate Revolving Credit
Loan, a Swingline Loan denominated in an Approved Currency other than U.S.
Dollars or a Competitive Bid Loan, each such notice to be given prior to 11:00
A.M., Charlotte, North Carolina time, on the date specified, in each case
specifying the amount of such prepayment and the particular Loans to be
prepaid, which notice shall be irrevocable and which notice of prepayment,
having been given, the principal amount of the Loans specified in such notice
shall become due and payable on the prepayment date specified therein; and (b)
each partial prepayment of any Loan shall be in an aggregate principal amount
at least equal to the Equivalent U.S. Dollar Amount of $1,000,000 and any
partial prepayment of any Swingline Loan denominated in an Approved Currency
other than U.S. Dollars shall be in an aggregate principal amount of $500,000;
provided that no partial prepayment of a Eurocurrency Rate Revolving Credit
Loan or Competitive Bid Loan shall reduce the outstanding amount thereof to an
amount less than the Equivalent U.S. Dollar Amount of $1,000,000; and provided
further that no partial prepayment of a Swingline Loan denominated in an
Approved Currency other than U.S. Dollars shall reduce the outstanding amount
thereof to an amount less than the Equivalent U.S. Dollar Amount of $500,000,
except that in any event the amount of any Swingline Loan denominated in
Canadian Dollars or Australian Dollars shall not be less than the Equivalent
U.S. Dollar Amount of $1,000,000.

SECTION 3.6 FUNDING LOSSES AND BREAKAGE COSTS. Within 15 days'
notice of a demand for payment thereof, Borrower shall pay to the
Administrative Agent for the account of any Lender such amount or amounts as
may be sufficient in the reasonable opinion of such Lender to compensate such
Lender for any losses or out-of-pocket expenses incurred by such Lender as a
result of (a) any failure by Borrower to borrow any Eurodollar Rate Revolving
Credit Loan, any Swingline Loan denominated in an Approved Currency other than
U.S. Dollars or any Competitive Bid Loan after having given notice of its
intention to borrow in accordance with Section 2.3(a), Section 2.6(a), or
Section 2.7(a), as applicable (whether by reason of Borrower's election not to
proceed or the non-fulfillment of any of the conditions set forth in this
Agreement), (b) payment of all or any portion of any Eurodollar Rate Revolving
Credit Loan, Swingline Loan or Competitive Bid Loan prior to the last day of
the applicable Interest Period, (c) failure by Borrower to pay the principal
amount of any Eurodollar Rate Revolving Credit Loan, Swingline Loan or
Competitive Bid Loan when due (whether at the stated maturity, by reason of
acceleration or otherwise), or (d) any failure by Borrower to fulfill, on or
before the date specified for such Loan, the applicable conditions set forth in
this Agreement. At the election of such Lender, and without limiting the
generality of the foregoing, such loss or out-of-pocket expense may include an
amount equal to the excess of (i) the interest that would have been received
from Borrower on the amount re-employed during an Interest Period or the
remaining portion of an Interest Period under this Agreement over (ii) the
amount of interest which would have accrued on such amount if the Lender had
placed such funds on deposit with a prime bank in the London interbank
borrowing market from the date of such prepayment until the end of such
Interest Period. Each Lender's determination of such loss or out-of-pocket
expense, in the absence of manifest error, shall be conclusive; provided that
such determination is made on a reasonable basis.

<PAGE> 47

SECTION 3.7 TAXES.

(a) Any and all payments by a Borrower hereunder shall be
made, in accordance with Section 3.4, free and clear of and without deduction
for any and all present or future Taxes, excluding (i) Taxes imposed on the
income of a Lender and franchise taxes imposed on a Lender by the jurisdiction
under the laws of which such Lender is organized, (ii) Taxes imposed by reason
of the Lender having some connection with the jurisdiction imposing the Taxes
other than the mere holding and payment in respect of the Notes, (iii) Taxes
imposed by reason of the Lender failing, after reasonable request by the
Borrower, to establish its entitlement to any tax treaty benefits for which
such payment is eligible with respect to such Taxes, including without
limitation any failure by a Lender to obtain a certification from the tax
authority of the country in which it is organized of its status as a resident
of that country, or (iv) Taxes which would not have been imposed but for the
failure by the Lender, after reasonable request by the Borrower, timely to
comply with certification, information or other reporting requirements
concerning its nationality, residence or identity, if such compliance is
required by statute or by regulation of the jurisdiction imposing the Taxes as
a precondition of relief or exemption from the requirement to make such
deduction or withholding (all such excluded Taxes being hereinafter referred
to, collectively or individually, as "Excluded Taxes"). If a Borrower shall be
required by law to deduct any Taxes (other than Excluded Taxes) from or in
respect of any sum payable hereunder to or for the account of any Lender, (x)
the sum payable shall be increased by the amount necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section 3.7) such Lender shall receive an amount equal to
the sum it would have received had no such deductions been made, (y) Borrower
shall make such deductions and (z) Borrower shall pay the full amount deducted
to the relevant taxing authority or other Governmental Authority in accordance
with applicable law.

(b) In addition, Borrower agrees to pay any present or
future stamp or documentary Taxes or any other excise or property Taxes which
arise from any payment made hereunder or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement or any other Loan
Document (hereinafter referred to as "Other Taxes").

(c) Each Borrower will indemnify each Lender for the full
amount of Taxes (other than Excluded Taxes) and Other Taxes (including any
Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
Subsection 3.7) paid by such Lender, as the case may be, and any liability
(including penalties, interest and reasonable out-of-pocket expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes
were correctly or legally asserted by the relevant taxing authority or other
Governmental Authority. Such indemnification shall be made within 30 days
after the date any Lender makes written demand therefor, which demand may be
made after such Lender determines to challenge or contest such assertion of
Taxes or Other Taxes. After Borrower makes full payment to the Lender with
respect to such indemnification for Taxes or Other Taxes asserted, if such
Lender or Borrower reasonably believes in its sole discretion that reasonable
grounds exist to challenge or contest the Taxes or Other Taxes imposed, then
such Lender shall so contest or challenge in good faith the Taxes or Other
Taxes asserted, which contest or challenge shall be at the sole expense of
Borrower. If a Lender shall become aware that it is entitled to receive a
refund in respect of

<PAGE> 48

Taxes or Other Taxes, it shall promptly notify Borrower of the availability of
such refund and shall, within 30 days after receipt of a request by Borrower,
apply for such refund at Borrower's reasonable out-of-pocket expense. If any
Lender receives a refund of any Taxes or Other Taxes for which such Lender has
received payment from a Borrower hereunder, it shall promptly notify such
Borrower of such refund and shall promptly upon receipt repay such refund to
such Borrower, net of all out-of-pocket expenses of such Lender and without
interest; provided that Borrower, upon the request of such Lender, agrees to
return such refund (plus penalties, interest or other charges) to such Lender
in the event such Lender is required to repay such refund.

(d) Within thirty days after the date of any payment of
Taxes or Other Taxes withheld by a Borrower in respect of any payment to any
Lender, such Borrower will furnish to the Administrative Agent, at its address
referred to in Subsection 12.6, the original or a certified copy of a receipt
evidencing payment thereof, or, if it is not the practice of the relevant
taxing authority to provide a receipt, other evidence of the payment of such
Taxes or Other Taxes.

(e) Without prejudice to the survival of any other
agreement contained herein, the agreements and obligations contained in this
Section 3.7 shall survive the payment in full of the principal of and interest
on all Loans made hereunder.

(f) Each Lender that is organized under the laws of any
jurisdiction other than the United States or any state thereof agrees that:

(i) it shall, no later than the Closing Date (or,
in the case of a Lender which becomes a party hereto after the Closing
Date, the date upon which such Lender becomes a party hereto) deliver
to the Administrative Agent and to the Borrowers through the
Administrative Agent (A) two accurate, complete and duly executed
originals of IRS Form 4224 or any successor thereto ("Form 4224") or
(B) two accurate, complete and duly executed originals of IRS Form
1001 or any successor thereto ("Form 1001"), as appropriate, and, in
the case of either (A) or (B), two accurate, complete and duly
executed originals of IRS Form W-8 or any successor thereto ("Form
W-8") or IRS Form W-9 or any successor thereto ("Form W-9"), whichever
is applicable.

(ii) it shall, before or promptly after the
occurrence of any event requiring a change in or renewal of the most
recent Form 4224, Form 1001, Form W-8 or Form W-9 previously delivered
by such Lender (including the passing of time and in any event (A) in
the case of Form 4224, before the payment of any interest in each
succeeding taxable year of such Lender after the Closing Date during
which interest may be paid under this Agreement and (B) in the case of
Form 1001, before the payment of any interest in each third succeeding
calendar year after the Closing Date during which interest may be paid
under this Agreement), deliver to the Administrative Agent and through
the Administrative Agent to the Borrowers two accurate, complete and
duly executed originals of Form 4224, Form 1001, Form W-8 or Form W-9
in replacement of the forms previously delivered by such Lender;

(iii) each Form 1001 or Form 4224 delivered by a
Lender pursuant to this section 3.7(f) shall certify, unless unable to
do so by virtue of a change of law

<PAGE> 49

occurring after the date such Lender becomes a party hereto, that the
Lender is entitled to receive payments under this Agreement without
deduction or withholding of U.S. federal income taxes; and

(iv) It shall promptly notify AMS at any time that
it determines that it is no longer in a position to provide any
previously delivered form or certificate to a Borrower.

(g) Each Lender that is incorporated or organized under
the laws of the United States or a state or other political subdivision thereof
shall, no later than the Closing Date (or, in the case of a Lender which
becomes a party hereto after the Closing Date, the date upon which such Lender
becomes a party hereto) deliver to the Administrative Agent and to the
Borrowers through the Administrative Agent two accurate, complete and duly
executed originals of Form W-9 or applicable successor form, which forms shall
certify that such Lender is entitled to an exemption from U.S. backup
withholding.

(h) Each Lender:

(i) represents and warrants that it is a U.K.
Qualifying Lender on the date that it becomes a Lender under this
Agreement and that such warranty will be deemed to be repeated by such
Lender on the due date for payment of any amount by AMS U.K. under
this Agreement (except that a Lender shall not be liable for any
breach of this representation and warranty resulting from a change in
law occurring after the Closing Date or, if later, the date on which
such Lender becomes a party to this Agreement);

(ii) agrees that, if it is a U.K. Treaty Lender,
it shall (A) no later than the Closing Date (or in the case of a
Lender which becomes a party hereto after the Closing Date, the date
upon which such Lender becomes a party hereto) deliver to the
Administrative Agent and to the Borrowers through the Administrative
Agent a copy of an accurate, complete and duly executed claim form for
relief from United Kingdom withholding tax applicable to such Lender's
jurisdiction of residence, the original of which shall have been
submitted by the Lender to the relevant taxing authority of the
Lender's Treaty Country (a "U.K. Certificate"), which the
Administrative Agent shall promptly deliver to AMS, (B) promptly
complete and submit any other Inland Revenue form or forms applicable
to such Lender's jurisdiction of residence, together with all
necessary certifications as are required to claim exemption from Taxes
in the United Kingdom for payments made hereunder, and (C) do all
things reasonably requested by AMS U.K., the Inland Revenue or the
taxing authority of such Lender's jurisdiction of residence to
expedite confirmation from the Inland Revenue of such exemption and
with a view to ensuring that such exemption is maintained in full
force and effect. Each Treaty Lender further agrees to deliver, and
submit to Inland Revenue, a new U.K. Certificate in the event of the
occurrence of any event requiring a change in or renewal of any U.K.
Certificate.

<PAGE> 50

(i) A Borrower shall not be required to pay any
additional amounts to any Lender in respect of withholding tax pursuant to
Section 3.7(a) above, and shall not be required to indemnify any Lender
pursuant to Section 3.7(c), if the obligation to pay such additional amounts or
the obligation to indemnify such Lender would not have arisen but for a failure
by such Lender to comply with the provisions of, or a breach by such Lender of
any representation or warranty made in, any of Sections 3.7(f), (g), or (h),
unless such failure results from (i) a change in applicable law, regulation or
official interpretation thereof or (ii) an amendment, modification or
revocation of any applicable tax treaty or a change in official position
regarding the application or interpretation thereof, in each case after the
later of the Closing Date or the date such Lender becomes a party to this
Agreement.

SECTION 3.8 HIGHEST LAWFUL RATE. In no event shall the amount of
interest due or payable hereunder exceed the Highest Lawful Rate, and in the
event any such excess is paid by a Borrower or received by a Lender, then such
excess sum shall be deemed to be inadvertently paid or received and shall be
credited as a payment of principal, unless a Borrower shall notify a Lender in
writing that Borrower elects to have such excess returned to it forthwith. It
is the express intent hereof that any Borrower not pay and a Lender not
receive, directly or indirectly, in any manner whatsoever, interest in excess
of that which may be lawfully paid by any Borrower under applicable Law. Each
Borrower and each Lender hereby agree that (a) the only charge imposed by
Lender upon Borrower for the use, detention or forbearance of money in
connection with the Agreement shall be the interest expressed in Section 2.10
and Section 2.11(e) and in a Revolving Credit Note, Swingline Note, or a
Competitive Bid Loan Note, as the case may be, and (b) all other charges
imposed by a Lender on a Borrower in connection with the Loans, including,
without limitation, any Facility Fees, Letter of Credit Fees, the
Administrative Agent's Fees, default and any late charges, and charges for
Taxes and reserve requirements, are and shall be deemed made to compensate such
Lender for administrative and other services and costs performed and incurred,
and to be performed and incurred, by such Lender in connection with the Loans,
and shall under no circumstances be deemed to be charges for the use, detention
or forbearance of money. All charges referred to herein shall be fully earned
when due and non-refundable when paid.

SECTION 3.9 EUROPEAN MONETARY UNION.

(a) If, as a result of the implementation of European
monetary union, (i) any Approved Currency ceases to be lawful currency of the
nation issuing the same and is replaced by a European single currency or (ii)
any Approved Currency and a European single currency are at the same time
recognized by the central bank or comparable authority of the nation issuing
such currency as lawful currency of such nation and the Administrative Agent or
the Lenders shall so request in a notice delivered to the Borrower, then any
amount payable hereunder by the Lenders to any Borrower, or by any Borrower to
the Lenders, in such currency shall instead be payable in the European single
currency and the amount so payable shall be determined by translating the
amount payable in such Approved Currency to such European single currency at
the exchange rate recognized by the European Central Bank for the purpose of
implementing European monetary union.

<PAGE> 51

(b) The Borrowers and Lenders agree, at the time of or at
any time following the implementation of European monetary union, to enter into
an agreement amending this Agreement in such manner as to reflect the
implementation of such monetary union to place the parties hereto in the
position they would have been in had such monetary union not been implemented.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

SECTION 4.1 REPRESENTATIONS AND WARRANTIES. On the date hereof,
each Borrower represents and warrants to the Agents and each Lender as follows:

(a) Existence. Each of the Borrower and its Subsidiaries
is a corporation or partnership duly organized, validly existing and in good
standing under the Laws of the nation in which it is organized and any
political subdivision thereof, and is duly qualified to do business and in good
standing in each other nation and any political subdivision thereof where the
nature or extent of its business activities requires such qualification, except
where the failure to be so qualified and in good standing could not reasonably
be expected to have a Materially Adverse Effect.

(b) Power and Authority. Each of the Borrower and its
Subsidiaries has all requisite power and authority to own or lease its
properties, conduct its business as now conducted and to execute, deliver and
perform the Loan Documents to which it is a party.

(c) Authorization and Enforceability. The execution,
delivery and performance of the Loan Documents to which it is a party have been
duly authorized by all necessary corporate or partnership action of each of the
Borrower and its Subsidiaries and require no consent of any Person which has
not been obtained, and the Loan Documents constitute valid and binding
obligations of each of the Borrower and its Subsidiaries party thereto,
enforceable in accordance with their terms, except as such enforceability may
be limited by Debtor Relief Laws and by general principles of equity.

(d) No Violation. The execution, delivery and
performance of the Loan Documents do not and will not violate any Borrower's or
any of its Subsidiaries' charter, bylaws, partnership agreement or other
organizational documents, any Laws applicable to such Borrower or any of its
Subsidiaries or any agreement to which such Borrower or any of its Subsidiaries
is a party or by which such Borrower or any of its Subsidiaries is bound,
except for violations of Laws or agreements which could not reasonably be
expected to have a Materially Adverse Effect.

(e) Financial Statements. The Financial Statements of
AMS most recently delivered to Lender have been prepared in accordance with
GAAP and fairly present the consolidated financial condition and results of
operations of AMS and its consolidated Subsidiaries as of the date thereof and
for the period covered thereby, and no material adverse

<PAGE> 52

change has occurred in such financial condition since the date of the Financial
Statements most recently delivered to Lender prior to the date this
representation is made or deemed made.

(f) Litigation. Except as disclosed in the Financial
Statements (or the notes thereto) or other writings heretofore delivered to
Lender, there is no litigation pending or, to the knowledge of any Borrower,
threatened against such Borrower or any of its Subsidiaries which could
reasonably be expected to have a Materially Adverse Effect.

(g) General. All Financial Statements, reports and other
written information heretofore delivered by any Borrower to Lender, when taken
as a whole, do not contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.

(h) Investment Company. Neither AMS nor any of its
Subsidiaries is an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

(i) Margin Stock. No Borrower is engaged principally, or
as one of its important activities, in the business of purchasing or carrying
any Margin Stock, and no part of the proceeds of any Loans will be used for any
purpose which violates, or which is inconsistent with the provisions of
Regulation U or Regulation X.

(j) Borrower Subsidiaries. Each Borrower is a Subsidiary
of AMS.

(k) ERISA. AMS and each ERISA Affiliate and each of
their respective Employee Plans are in substantial compliance with ERISA and
the Code, and neither AMS nor any of its ERISA Affiliates has incurred any
"accumulated funding deficiency" with respect to any such Plan within the
meaning of Subsection 302(a) of ERISA or Section 412 of the Code. AMS and each
of its ERISA Affiliates are in substantial compliance with all requirements of
ERISA Sections 601 through 608 and Code Section 4980B. Neither AMS nor any of
its ERISA Affiliates has incurred any material liability to PBGC in connection
with any such Employee Plan. The assets of each such Employee Plan which is
subject to Title IV of ERISA are sufficient to provide the benefits under such
Employee Plan, payment of which the PBGC would guarantee if such Employee Plan
were terminated, and such assets are also sufficient to provide all other
"benefit liabilities" (as defined in ERISA Section 4001(a)(16)) due under the
Employee Plan upon termination. No Reportable Event has occurred and is
continuing with respect to any such Employee Plan. No such Employee Plan or
trust created thereunder, or AMS or any ERISA Affiliate, has engaged in a
Prohibited Transaction which would subject such Employee Plan or any other
Employee Plan of AMS or any of its ERISA Affiliates, any trust created
thereunder, AMS or any ERISA Affiliate, or any party dealing with any such
Employee Plan or any such trust to the tax or penalty on "prohibited
transactions" imposed by Section 502 of ERISA or Section 4975 of the Code.
Neither AMS nor any of its ERISA Affiliates is a participant in or is obligated
to make any payment to a Multiemployer Plan.

(l) Taxes. AMS and each of its Subsidiaries has timely
filed or caused to be timely filed all tax returns and reports required to be
filed by any of them in any jurisdiction, and all taxes upon AMS and its
Subsidiaries and upon their respective properties, assets, income and

<PAGE> 53

franchises which are due and payable have been paid when due and payable,
except to the extent that such failure to file or pay shall not have a
Materially Adverse Effect. The charges, accruals and reserves on the books of
AMS and its consolidated Subsidiaries with respect to taxes are, in the
reasonable opinion of AMS, adequate under GAAP. No examination or audit of any
U.S. federal income tax return of AMS by the Internal Revenue Service is in
progress as of the date of this Agreement.

SECTION 4.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES, ETC. All
statements contained in any certificate, Financial Statement, legal opinion or
other instrument delivered by or on behalf of Borrower pursuant to or in
connection with this Agreement or any of the Loan Documents (including but not
limited to any such representation or warranty made in or in connection with
any amendment thereto) shall constitute representations and warranties made
under this Agreement. All representations and warranties made under Section
4.1 (except for the last sentence of Section 4.1(l)) of this Agreement shall be
deemed to be made at and as of the date hereof and at and as of the date of the
making of each Loan and the issuance of each Letter of Credit. All
representations and warranties made under this Agreement shall survive, and not
be waived by, the execution and delivery of this Agreement and any other Loan
Document, any investigation or inquiry by Lender, or by making any Loan or
issuing any Letter of Credit under this Agreement.

ARTICLE 5
COVENANTS

SECTION 5.1 AFFIRMATIVE COVENANTS. Each Borrower covenants and
agrees that so long as it may borrow hereunder or any amount due under any of
the Loan Documents shall remain outstanding or unpaid, or any Lender shall have
any Commitment hereunder:

(a) Financial Statements, etc. AMS will deliver to the
Administrative Agent and each Lender (i) within five days of its delivery of
Financial Statements to the U.S. Securities and Exchange Commission, but not
later than ninety-five days after the last day of each of its fiscal years,
consolidated Financial Statements showing the financial condition and results
of operations of AMS and its consolidated Subsidiaries as of the last day of,
and for, such fiscal year, which Financial Statements shall be prepared in
accordance with GAAP and be accompanied by the unqualified audit report (as to
the consolidated portions thereof) of Price Waterhouse LLP or other firm of
independent certified public accountants reasonably acceptable to the Required
Lenders; (ii) within five days of its delivery of Financial Statements to the
U.S. Securities and Exchange Commission, but not later than fifty days after
the last day of each of its fiscal quarters, consolidated Financial Statements
showing the financial condition and results of operations of AMS and its
consolidated Subsidiaries as of the last day of such fiscal quarter and for
such fiscal quarter and portion of the fiscal year ending on the last day of
such fiscal quarter, which Financial Statements shall be prepared in accordance
with GAAP; and (iii) within thirty days after request therefor, such other
information regarding the financial condition or business operations of AMS and
each of its Subsidiaries as any Lender may reasonably request (it being
understood that the reasonableness of any request shall take into consideration
the availability of resources of AMS to respond thereto), provided, that the
Administrative Agent and each Lender

<PAGE> 54

shall agree to observe (x) such reasonable restrictions which AMS may impose on
information which it deems to be confidential and which is labeled as such, and
(y) restrictions which are imposed on AMS by third parties with respect to the
confidential information of such third parties; provided further, that AMS may
satisfy its obligations under clauses (i) and (ii) of this paragraph by
delivery of its Forms 10-K and 10-Q filed with the U.S. Securities and Exchange
Commission for such periods and as of such dates. The Financial Statements
delivered under clauses (i) and (ii) above shall be accompanied by a
certificate of a responsible officer (including, but not limited to, the
Controller, Deputy Controller, Director of Treasury and the Corporate Manager
of Accounting) of AMS in substantially the form of Exhibit G hereto: (x)
certifying as to whether, to the best knowledge of such officer, a Default
Condition has occurred and is continuing and, if a Default Condition has
occurred and is continuing, specifying the details thereof and any action taken
or proposed to be taken with respect thereto, and (y) setting forth reasonably
detailed calculations demonstrating compliance with Sections 5.2(a) and 5.2(b).

(b) Management Reports. Within five days after such
reports are prepared, but in no event more than 90 days after the end of each
fiscal quarter, AMS will deliver to the Administrative Agent balance sheets,
statements of cash flow and statements of revenue and expenses with respect to
each Borrower in the form of the management reports prepared from time to time
by AMS for the purpose of reporting to senior management of AMS (whether or not
prepared in accordance with GAAP); provided that any change in the format of
such reports shall not result in any reduction in the financial information so
reported and provided further that, if any Borrower or AMS ceases to prepare
such reports for the purpose of reporting to senior management of AMS, such
reports shall nevertheless continue to be delivered to the Administrative Agent
no less frequently than quarterly. The Administrative Agent shall provide
copies of the foregoing reports to any Lender upon request.

(c) Notices. Borrower will deliver to the Administrative
Agent and each Lender, promptly after an officer of Borrower obtains knowledge
thereof, notice of any examination or audit of any U.S. federal income tax
return of AMS by the Internal Revenue Service, notice of the occurrence of any
Default Condition or Event of Default, or the institution or threat of any
litigation against Borrower or any of its Subsidiaries which could reasonably
be expected to have a Materially Adverse Effect, and of any other material
adverse change in the financial condition or business operations of the
Borrower and its Subsidiaries, taken as a whole.

(d) Books and Records. AMS will keep its financial books
and records and those of its consolidated Subsidiaries in accordance with GAAP
and permit the Administrative Agent or any Lender to inspect and to discuss
with its officers, directors and accountants such books and records and its
properties and business operations during reasonable business hours.

(e) Obligations, etc. Borrower will timely pay and
perform, and cause each of its Subsidiaries to timely pay and perform, all of
its material Taxes and other obligations, except to the extent being contested
by appropriate proceedings; maintain, and cause each of its Subsidiaries to
maintain insurance (including self insurance) in such amounts, with such
deductibles, and against such risks as is customary for similarly situated
businesses; observe and

<PAGE> 55
comply with, and cause each of its Subsidiaries to observe and comply with, all
material applicable Laws (including environmental Laws) and all material
agreements to which it is a party or by which it is bound.

(f) ERISA. AMS will maintain each of its employee
benefit plans in compliance in all material respects with all applicable
requirements of ERISA and of the Code and with all applicable rulings and
regulations issued under the provisions of ERISA and of the Code.

SECTION 5.2 FINANCIAL COVENANTS. AMS covenants and agrees that
so long as any Borrower may borrow hereunder or any amount due under any of the
Loan Documents shall remain outstanding or unpaid, or any Lender shall have any
Commitment hereunder, AMS and its consolidated Subsidiaries will:

(a) Total Debt to EBITDA. Maintain as of the end of each
fiscal quarter, for the four fiscal quarters ending on such date, a ratio of
Total Debt to EBITDA of not greater than 3.0 to 1.0.

(b) Fixed Charge Coverage Ratio. Maintain as of the end
of each fiscal quarter, for the four fiscal quarters ending on such date, a
ratio of EBILTDA to Interest and Lease Charges of not less than (i) 2.25 to 1.0
as of December 31, 1997 and March 31, 1998 and (ii) 2.5 to 1.0 as of June 30,
1998 and as of the last day of each fiscal quarter thereafter.

SECTION 5.3 NEGATIVE COVENANTS. AMS covenants and agrees that so
long as it may borrow hereunder, or any amount due under any of the Loan
Documents shall remain outstanding or unpaid, or any Lender shall have any
Commitment hereunder, AMS and its consolidated Subsidiaries will not:

(a) Changes in Corporate Assets or Structure. (i)
Liquidate, dissolve, reorganize or merge or consolidate with any other company,
firm or association, provided that AMS may liquidate or dissolve non-useful
Subsidiaries or may merge Subsidiaries with each other or with AMS, or (ii)
acquire another business or non-business entity, provided that AMS may acquire
one or more business or non-business entities so long as the aggregate amount
of cash disbursed by AMS in connection with all such acquisitions does not
exceed, in any fiscal year of AMS, fifty percent of its Net Worth for such
fiscal year, or (iii) form any new Subsidiaries, provided that AMS may form
wholly-owned Subsidiaries to which AMS transfers cash, accounts and notes
receivable, inventory, and other assets of AMS or a Subsidiary of AMS, so long
as the aggregate amount and fair market value of such transferred assets for
all such wholly-owned Subsidiaries does not exceed, in any fiscal year of AMS,
twenty-five percent of its Net Worth for such fiscal year; provided further,
that no such permitted acquisition or formation, or any transfer of assets in
connection therewith, shall violate Section 5.2(a) or Section 5.2(b).

(b) Change in Business. Make, or permit any of its
Subsidiaries to make, any material change in the nature of its business as
carried on at the date hereof, including any such change by reason of
acquisition.

<PAGE> 56

(c) Distributions. Declare or pay any cash dividends to
its shareholders on its common stock in aggregate amounts in any one fiscal
year in excess of twenty-five percent of its net income for such fiscal year,
provided, that the foregoing limitations shall not apply with respect to the
declaration or payments of dividends by any Subsidiary to AMS or to any other
Subsidiary of AMS.

(d) Mortgages and Pledges. Create, incur, assume, or
suffer to exist any mortgage, pledge, lien, charge or other encumbrance of any
kind upon, or any security interest in, any of its property or assets, whether
now owned or hereafter acquired, or permit any Subsidiary so to do, except

(i) liens existing at the date of this Agreement
and securing Debt outstanding on the date of this Agreement;

(ii) liens securing Debt owing by any Subsidiary
to AMS or to another Subsidiary;

(iii) liens on assets of any entity existing at the
time such entity becomes a Subsidiary and not created in
contemplation of such event;

(iv) liens on assets existing at the time of
acquisition thereof and not created in contemplation of such
event; provided that such lien shall not extend to any other
property of AMS or a Subsidiary;

(v) liens to secure Debt incurred or guaranteed
by AMS or a Subsidiary to finance the purchase price of land,
buildings or equipment, or improvements to or construction of
land, buildings or equipment, which Debt is incurred or
guaranteed prior to, at the time of, or within 180 days after
such acquisition (or in the case of real property, completion
of such improvement or construction or commencement of full
operation of such property, whichever is later); provided that
such lien shall extend only to the asset to be acquired or
improved with such financing;

(vi) liens on any assets of a corporation existing
at the time such corporation is merged into or consolidated
with AMS or a Subsidiary and not created in contemplation of
such event; provided that such lien shall not extend to any
other property of AMS or a Subsidiary;

(vii) liens on any assets in favor of the United
States of America or any State thereof, or in favor of any
other country, or political subdivision thereof, and created
to secure payments pursuant to any contract or statute of any
Debt incurred or guaranteed by AMS or any Subsidiary to
finance the purchase price (or, in the case of real property,
the cost of construction) of the assets subject to any such
lien (including, but not limited to, liens incurred in
connection with pollution control, industrial revenue or
similar financings);

<PAGE> 57

(viii) any extension, renewal or replacement (or
successive extensions, renewals or replacements) in whole or
in part, of any lien referred to in the foregoing paragraphs
(i) to (vii), inclusive, or the refinancing or refunding of
any Debt secured thereby; provided that (A) such Debt is not
secured by any additional assets and (B) the amount of such
Debt secured by any such lien is not increased;

(ix) liens for property taxes and assessments or
governmental charges or levies and liens securing claims or
demands of mechanics, suppliers, carriers, landlords and other
like Persons;

(x) liens incurred or deposits made in the
ordinary course of business in connection with worker's
compensation, unemployment insurance, social security and
other like laws, or to secure the performance of letters of
credit, bids, sales contracts, leases, statutory obligations,
surety, appeal and performance bonds and other similar
obligations, in each case not incurred in connection with the
borrowing of money, the obtaining of advances or the payment
of the deferred purchase price of property;

(xi) attachment, judgment and other similar liens
arising in connection with court proceedings, provided that
execution and other enforcement of such liens are effectively
stayed and all claims which the liens secure are being
actively contested in good faith and by appropriate
proceedings;

(xii) liens arising in the ordinary course of the
business or incidental to the conduct of such business or the
ownership of the assets of AMS or any Subsidiary which liens
arise out of transactions involving the sale or purchase of
goods or services and which do not, in the opinion of AMS,
materially impair the use of such assets in the operations of
the business of AMS or such Subsidiary;

(xiii) liens other than those described in clauses
(i) through (xii) above provided the sum of the aggregate
principal amount secured thereby at any time outstanding does
not exceed the Equivalent U.S. Dollar Amount of $10,000,000;
and

(xiv) liens on any Margin Stock the value of which
exceeds 33% of the value of all assets subject to this Section
5.3(d) other than Margin Stock.

Minor reservations, exceptions, encroachments, easements,
rights-of-way, covenants, conditions, restrictions and other minor title
exceptions are not considered liens for purposes of this Section 5.3(d).

<PAGE> 58

ARTICLE 6
CONDITIONS OF LENDING

SECTION 6.1 CONDITIONS PRECEDENT TO THE INITIAL LOAN TO EACH
BORROWER. The obligation of the Lenders to make the initial Loan to a Borrower
shall be subject to the conditions precedent that the Administrative Agent and
each Lender shall have received, on or before the Closing Date, all of the
following, each dated the Closing Date and in form and substance satisfactory
to the Administrative Agent and legal counsel for the Administrative Agent:

(a) a closing certificate substantially the same in form
and substance as Exhibit I completed on behalf of each Borrower and Exhibit H
completed on behalf of the Guarantor;

(b) a certified copy of a resolution of the board of
directors of AMS authorizing the execution, delivery and performance of this
Agreement, and all transactions and documents contemplated hereby and thereby;

(c) an opinion of counsel to AMS, as Borrower and
Guarantor, substantially the same in form and substance as Exhibit J hereto;

(d) the commitment of each of the lenders named therein
to make, continue or convert loans under the Existing Credit Agreement shall
have been or shall concurrently be terminated and any amounts outstanding or
owed thereunder in respect of principal or interest as Base Rate Loans shall
have been or shall concurrently be paid in full or funded as Base Rate Loans
hereunder. Any Eurocurrency Rate Revolving Credit Loans outstanding under the
Existing Credit Agreement on the Closing Date shall remain outstanding until
the last day of the Interest Period applicable thereto, subject to the terms of
such agreement, and shall reduce availability under the Aggregate Commitments
until the last day of the Interest Period applicable to such loan, whereupon
such loan will be refinanced as a Revolving Credit Loan hereunder.

SECTION 6.2 CONDITIONS PRECEDENT TO EACH LOAN OR LETTER OF
CREDIT. The obligation of a Lender to make any Loan to a Borrower including,
but not limited to, the initial Revolving Credit Loan , a Swingline Loan, and a
Competitive Bid Loan, or to issue any Letter of Credit for the account of any
Borrower, is subject to the satisfaction of the following conditions:

(a) with respect to any Revolving Credit Loan, receipt by
such Lender of a Revolving Credit Note in the form of Exhibit D hereto,
executed and delivered by each Borrower;

(b) with respect to any Swingline Loan, the receipt by
the Administrative Agent of the Swingline Note in the form of Exhibit E hereto,
executed and delivered by each Borrower;

(c) with respect to any Revolving Credit Loan or
Swingline Loan, receipt by the Administrative Agent of the Notice of Borrowing
as required by Section 2.3 hereof;

<PAGE> 59

(d) with respect to any Competitive Bid Loan, receipt by
such Lender of a Competitive Bid Note in the form of Exhibit F hereto, executed
and delivered by each Borrower;

(e) with respect to any Competitive Bid Loan, receipt by
the Administrative Agent of a Competitive Bid Borrowing Request as required by
Section 2.6(a)(i) or Section 2.7(a)(i) hereof;

(f) the fact that the representations and warranties of
any Borrower contained in this Agreement and in any other Loan Document or
certificate delivered to the Administrative Agent and each Lender hereunder
shall be true, complete and accurate on and as of the date of such Loan or
Letter of Credit to or for the account of such Borrower as though made on and
as of such date;

(g) the fact that, immediately thereafter, no event shall
have occurred and be continuing, or shall result from such Loan, which
constitutes a Default Condition or an Event of Default;

(h) the fact that since the date of the most recent
audited Financial Statements there has occurred no event which could reasonably
be expected to have a Materially Adverse Effect;

(i) the incumbency of persons authorized by Borrower to
sign documents shall be as stated in the certificate of incumbency delivered as
part of the closing certificate or as subsequently modified and reflected in a
certificate of incumbency delivered to the Administrative Agent . The
Administrative Agent may, without waiving this condition, consider it fulfilled
and a representation by Borrower to such effect made, if no written notice to
the contrary, dated the date of such Loan, is received by the Administrative
Agent from Borrower prior to the making of such Loan;

(j) no order, judgment or decree of any court, arbitrator
or Governmental Authority shall purport to enjoin or restrain any Lender from
making a Loan;

(k) receipt by a Lender of such supplemental
certificates, opinions and documents as any Lender may reasonably request; and

(l) there has occurred no default or event of default
under any agreement evidencing or securing any Material Debt of such Borrower.

Each Notice of Borrowing, Competitive Bid Borrowing Request,
Notice of Continuation/Conversion and Letter of Credit Request pursuant to
Sections 2.3, 2.4, 2.6, 2.7 and 2.11 hereof shall be deemed to be a
representation and warranty by Borrower on the date of such Notice as to the
facts specified in clauses (f), (g) and (h) of this Section 6.2.

<PAGE> 60

ARTICLE 7
EVENTS OF DEFAULT

SECTION 7.1 EVENTS OF DEFAULT. The occurrence of any one or more
of the following events or conditions shall constitute an Event of Default
hereunder, whatever the reason for such event and whether it shall be voluntary
or involuntary or within or without the control of a Borrower, any of its
Subsidiaries or any Guarantor, or be effected by operation of or pursuant to
any Law:

(a) NONPAYMENT. Any Borrower shall fail to pay when due
any payment or prepayment of principal of, or interest due on, any Loan or
Unpaid Drawing, or any other amount due hereunder or thereunder, and such
failure shall continue for five days.

(b) MISREPRESENTATIONS. Any Borrower or the Guarantor
shall make (or be deemed to have made) any representation or warranty in any of
the Loan Documents or in any certificate or statement furnished at any time
hereunder or in connection with any of the Loan Documents which proves to have
been incorrect, untrue or misleading in any material respect when made (or
deemed made) or furnished.

(c) COVENANTS. There shall occur any failure to observe
or perform any term, covenant or agreement contained in the Loan Documents
(other than those covered by Section 7.1(a) above and Section 5.1(a) with
respect to the failure to deliver an unqualified audit report) and such failure
continues for a period of thirty (30) days after notice from the Administrative
Agent.

(d) UNQUALIFIED AUDIT REPORT. AMS shall deliver a
qualified audit report and the Administrative Agent shall have notified AMS in
writing within 30 days of the delivery thereof of the occurrence of an Event of
Default arising therefrom.

(e) OTHER DEBTS. (i) Any Borrower, any of its
Subsidiaries or the Guarantor shall fail to make any payment when due on any
Debt (other than Debt incurred under this Agreement) for borrowed money in an
amount in excess of the Equivalent U.S. Dollar Amount of $1,000,000 ("Material
Debt") which a Borrower, any of its Subsidiaries, or the Guarantor is obligated
to pay as borrower, guarantor or in any other capacity or (ii) any default or
event of default (other than a payment default) shall occur under any agreement
evidencing or securing any Material Debt, and, if such Material Debt is Debt of
a Subsidiary of AMS, the holder of such Material Debt has accelerated the
payment of such Material Debt.

(f) VOLUNTARY BANKRUPTCY. Any Borrower or the Guarantor
shall file a voluntary petition in bankruptcy or a voluntary petition or answer
seeking liquidation, reorganization, arrangement, readjustment of its debts, or
for any other relief under any Debtor Relief Law; any Borrower or the Guarantor
shall enter into any agreement indicating its consent to, approval of, or
acquiescence in, any such petition or proceeding; any Borrower or the Guarantor
shall apply for or permit the appointment by consent or acquiescence of a
receiver, custodian or trustee of Borrower or the Guarantor, for all or a
substantial part of its property; any

<PAGE> 61

Borrower or the Guarantor shall make an assignment for the benefit of
creditors; any Borrower or the Guarantor shall be unable or shall fail to pay
its debts generally as such debts become due; or any Borrower or the Guarantor
shall admit, in writing, its inability or failure to pay its debts generally as
such debts become due; or any Borrower or the Guarantor shall take any action
to authorize, or in furtherance of, any of the foregoing.

(g) INVOLUNTARY BANKRUPTCY. There shall have been filed
against any Borrower or the Guarantor an involuntary petition in bankruptcy or
seeking liquidation, reorganization, arrangement, readjustment of its debts or
for any other relief under any Debtor Relief Law and such petition is not
dismissed within sixty days thereafter; or any Borrower or the Guarantor shall
suffer or permit the involuntary appointment of a receiver, custodian or
trustee of Borrower or the Guarantor, for all or any substantial part of its
property; or any Borrower or the Guarantor shall suffer or permit the issuance
of a warrant of attachment, execution or similar process against all or any
substantial part of its property.

(h) JUDGMENTS. Any final judgment or judgments for the
payment of money in excess of the Equivalent U.S. Dollar Amount of $20,000,000
which is or are not adequately insured or indemnified against shall be rendered
against AMS or any Subsidiary and the same shall remain undischarged for a
period of more than thirty days during which execution shall not be effectively
stayed.

(i) GUARANTY DEFAULTS. The Guarantor shall fail in any
material respect to perform or observe any term, covenant or agreement in the
Guaranty; or the Guaranty shall for any reason be partially (including with
respect to future advances) or wholly revoked or invalidated, or otherwise
cease to be in full force and effect, or the Guarantor or any other Person
shall contest in any manner the validity or enforceability thereof or deny that
it has any further liability or obligation thereunder.

ARTICLE 8
REMEDIES

SECTION 8.1 REMEDIES. If an Event of Default shall have occurred
and shall be continuing:

(a) TERMINATION OF COMMITMENT; ACCELERATION

(i) With the exception of an Event of Default
specified in Sections 7.1(f) or (g) hereof, the Administrative
Agent may, with the consent of the Required Lenders, and the
Administrative Agent shall, if requested to do so by the
Required Lenders, do any one or more of the following: (1)
terminate the Commitment with respect to each Borrower and the
Aggregate Commitments with respect to all of the Borrowers:
and (2) declare the principal of and interest on the Loans and
all other amounts owed under the Loan Documents, and all other
Obligations, to be forthwith due and payable, whereupon all
such amounts shall immediately become absolute and due and
payable, without presentment, demand, notice of intent to
accelerate, notice of acceleration, protest, notice of

<PAGE> 62

nonpayment or notice of any kind, all of which are hereby
expressly waived by each Borrower, anything in any other Loan
Document or in any other document to the contrary
notwithstanding;

(ii) Upon the occurrence and continuance of an
Event of Default specified in Sections 7.1(f) and (g) hereof,
the principal of and interest on the Loans, all other amounts
owed under any Loan Document, and all other Obligations shall
thereupon and concurrently therewith become absolute and due
and payable, and the Commitment with respect to each Borrower
and the Aggregate Commitments with respect to all Borrowers
shall forthwith terminate, all without any action by the
Administrative Agent or any Lender, and without presentment,
demand, notice of intent to accelerate, notice of
acceleration, protest, notice of nonpayment or notice of any
kind, all of which are hereby expressly waived by each
Borrower, anything in any Loan Document or in any other
document to the contrary notwithstanding;

(b) OTHER REMEDIES. Unless and except to the extent
expressly provided for to the contrary herein, the rights of the Administrative
Agent and any Lender specified herein shall be in addition to, and not in
limitation of, the Administrative Agent's or such Lender's rights under any
statute or rule of law or equity, or under any other provision of any of the
Loan Documents, or under the provisions of any other document, instrument or
other writing executed by Borrower or any third party in favor of the
Administrative Agent or Lender, all of which may be exercised successively or
concurrently.

ARTICLE 9
SET-OFFS AND SHARING OF PAYMENTS

SECTION 9.1 RIGHT OF SET-OFF. In addition to any rights now or
hereafter granted under applicable Law or otherwise, and not by way of
limitation of any such rights, upon the occurrence of an Event of Default, each
Lender is authorized at any time and from time to time, without presentment,
demand, protest or other notice of any kind (all of which rights being hereby
expressly waived), to set-off and to appropriate and apply any and all deposits
(general or special) and any other indebtedness at any time held or owing by
such Lender (including, without limitation branches, agencies or Affiliates of
such Lender wherever located) to or for the credit or the account of Borrower
against obligations and liabilities of Borrower to such Lender hereunder, under
the Notes, the other Loan Documents or otherwise, irrespective of whether such
Lender shall have made any demand hereunder and although such obligations,
liabilities or claims, or any of them, may be contingent or unmatured, and any
such set-off shall be deemed to have been made immediately upon the occurrence
of an Event of Default even though such charge is made or entered on the books
of such Lender subsequent thereto. Borrower hereby agrees that any Person
purchasing a participation in the Loans, the Letters of Credit, and Commitments
hereunder pursuant to Section 2.11(g), Section 9.2 or Section 12.13(e) may
exercise all rights of set-off with respect to its participation interest as
fully as if such person were a Lender hereunder.

SECTION 9.2 SHARING OF PAYMENTS. If any Lender, by exercising
any right of set-off or counterclaim or otherwise, obtains payment of a
proportion of the aggregate amount of principal,

<PAGE> 63

interest or the fees owing with respect to the Revolving Credit Loans and
participations in Letter of Credit reimbursement obligations which is greater
than the proportion received by any other Lender in respect of the principal,
interest, or fees owing with respect to such Loans and participations in Letter
of Credit reimbursement obligations then owed and due to such other Lender,
then the Lender receiving such proportionately greater payment shall
simultaneously purchase participations in the Revolving Credit Loans and
participations in the Letter of Credit reimbursement obligations owed to such
other Lenders so that the aggregate unpaid principal amount of such Loans and
participations in Letter of Credit reimbursement obligations owed to each
Lender shall be shared pro rata; provided that nothing in this Section shall
impair the right of any Lender to exercise any right of setoff or counterclaim
it may have and to apply the amount subject to such exercise to the payment of
any indebtedness of a Borrower other than the Revolving Credit Loans and Letter
of Credit reimbursement obligations. In the event that a Lender purchases a
participation from any other Lender under the provision of this Section 9.2(a)
and is subsequently required to return all or any part of such set-off or
payment to a Borrower or to a trustee for a Borrower, the Lender from which it
has purchased a participation shall repurchase such participation to the extent
of its share of such returned amount.

ARTICLE 10
THE AGENTS

SECTION 10.1 AUTHORIZATION AND ACTION. Each Lender hereby
appoints and authorizes the Administrative Agent to take such action as agent
on its behalf and to exercise such powers under this Agreement as are delegated
to the Administrative Agent by the terms hereof, together with such powers as
are reasonably incidental thereto. The Administrative Agent will furnish to
each Lender a copy of any certificate or notice furnished to the Administrative
Agent by a Borrower indicating the existence of a Default or an Event of
Default. The Administrative Agent may in its discretion give any Borrower
notice of any Default of which it has knowledge and, if requested to do so by
the Required Lenders, the Administrative Agent shall give any Borrower notice
of such Default. As to any matters not expressly provided for by this
Agreement (including, without limitation, enforcement or collection of the
Notes), the Administrative Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Required Lenders, and such instructions shall be
binding upon all Lenders and all holders of Notes; provided, however, that the
Administrative Agent shall not be required to take any action which exposes the
Administrative Agent to personal liability or which is contrary to applicable
law. Each Lender hereby authorizes the Administrative Agent to take delivery
of the Notes and other documents from time to time executed and delivered
hereunder by any Borrower and accepts the benefit of, and agrees to be bound by
the terms of, this Agreement.

SECTION 10.2 AGENT'S RELIANCE, ETC. Neither the Administrative
Agent, the Documentation Agent, nor any director, officer, agent or employee of
either shall be liable to any Lender for any action taken or omitted to be
taken by it or them under or in connection with this Agreement, except for its
or their own gross negligence or willful misconduct. Without limiting the
generality of the foregoing, the Administrative Agent: may treat the payee of
any Note as the

<PAGE> 64

holder thereof until the Administrative Agent receives written notice of the
assignment or transfer thereof signed by such payee and in form satisfactory to
the Administrative Agent; and may consult with legal counsel (including
counsel for any Borrower), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel,
accountants or experts. Without limiting the generality of the foregoing,
neither Agent: makes any warranty or representation to any Lender; shall be
responsible to any Lender for any statements, warranties or representations
made in or in connection with this Agreement; shall have any duty to ascertain
or to inquire as to the performance or observance of any of the terms,
covenants or conditions of this Agreement on the part of any Borrower or to
inspect the property (including the books and records) of any Borrower; shall
be responsible to any Lender for the due execution, legality, validity, or
enforceability, of this Agreement, any other instrument or document furnished
pursuant hereto (but the Agents shall obtain executed copies of documents held
for the benefit of the Lenders where manually executed copies have not been
furnished to each Lender); and shall incur any liability under or in respect of
any provision of this Agreement by acting upon any notice, consent, certificate
or other instrument or writing (which may be by telegram, telecopy, cable or
telex) believed by it to be genuine and signed or sent by the proper party or
parties.

SECTION 10.3 THE AGENTS AND THEIR AFFILIATES. With respect to its
Commitment, the Loans made by it and Notes issued to it, an Agent shall have
the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not an agent; for purposes of uniform
terminology only, each Agent shall be referred to as a "Lender" hereunder when
acting in its lending capacity, and the term "Lender" or "Lenders" shall,
unless otherwise expressly indicated, include each Agent in its individual
capacity. Each Agent and its Affiliates may lend money to, act as trustee
under the indentures of, and generally engage in any kind of business with, any
Borrower, any of its Subsidiaries and any Person who may do business with or
own securities of any Borrower or any of its Subsidiaries, all as if such Agent
were not an agent and without any duty to account therefor to the Lenders.
Each Agent or its Affiliates may accept deposits of any Borrower and its
Subsidiaries.

SECTION 10.4 LENDER CREDIT DECISION, ETC. Each Lender
acknowledges that it has, independently and without reliance upon either Agent,
any other Lender or special counsel to the Agents, and based on the financial
statements of each Borrower, its review of this Agreement, the legal opinions
required to be delivered to it hereunder, the advice of its own counsel and
such other documents and information as it has deemed appropriate, made its own
credit and legal analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon
either Agent, any other Lender or special counsel to the Agents, and based on
such review, advice, documents and information as it shall deem appropriate at
the time, continue to make its own decisions in taking or not taking action
under this Agreement.

SECTION 10.5 INDEMNIFICATION. The Lenders agree to indemnify each
Agent (to the extent not reimbursed by a Borrower) ratably according to the
respective Commitment Percentages, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever

<PAGE> 65

which may be imposed on, incurred by, or asserted against such Agent in any way
relating to or arising out of this Agreement, the Loans, the Letters of Credit
or any action taken or omitted by such Agent under this Agreement, provided,
that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Agent's gross negligence or
willful misconduct. Without limiting the generality of the foregoing, each
Lender agrees to reimburse an Agent promptly upon demand for its ratable share
of any out-of-pocket expenses (including counsel fees) incurred by such Agent
in connection with the preparation, execution, administration, or enforcement
of, or legal advice in respect of rights or responsibilities under, this
Agreement, to the extent that such Agent is not reimbursed for such expenses by
a Borrower. Notwithstanding anything to the contrary contained herein, no
termination of the Commitment of any Lender shall relieve it of any obligation
to indemnify an Agent (to the extent set forth above) for any of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature asserted against
such Agent for any event or matter occurring, or any condition existing, or any
action taken or omitted by such Agent, under this Agreement at a time prior to
the termination of the Commitment of such Lender, and for purposes of
determining the ratable obligations of the Lenders to indemnify an Agent, the
Commitment Percentages in effect at the time that such matter or event occurred
or condition existed or action was taken or failed to be taken by such Agent
shall govern.

SECTION 10.6 SUCCESSOR AGENT. Subject to the appointment and
acceptance of a successor Administrative Agent, the Administrative Agent may
resign at any time as Administrative Agent under this Agreement by giving
written notice thereof to the Lenders and each Borrower and may be removed as
Administrative Agent under this Agreement at any time with or without cause by
the Required Lenders. Upon any such resignation or removal, AMS shall have the
right to appoint a successor Administrative Agent, subject, however, to the
approval of the Required Lenders, which approval, however, shall not be
unreasonably withheld. If no successor Administrative Agent shall have been so
appointed by AMS and shall have accepted such appointment, within thirty days
after the retiring Administrative Agent's giving of notice of resignation or
the Required Lenders' removal of the retiring Administrative Agent, then the
retiring Administrative Agent may, on behalf of AMS and subject, however, to
the approval of the Required Lenders, which approval, however, shall not be
unreasonably withheld, appoint a successor Administrative Agent, which shall be
a financial institution organized under the laws of the United States of
America or of any State thereof and having a combined capital and surplus of at
least $500,000,000. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to, and become vested with, all
the rights, powers, privileges and duties of the retiring Administrative Agent,
and the retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Administrative Agent's
resignation or removal hereunder as Administrative Agent, the provisions of
this Section 10 shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Administrative Agent under this Agreement.

<PAGE> 66

ARTICLE 11
GUARANTY

SECTION 11.1 OBLIGATIONS GUARANTEED. To induce the Lenders to
make the Loans and to issue the Letters of Credit hereunder, AMS (in its
capacity as a guarantor hereunder, the "Guarantor") irrevocably and
unconditionally guarantees to each Lender the payment when due, whether by
acceleration or otherwise, of any and all Obligations of any Borrower to each
Lender. The guaranty given hereby is a guaranty of payment, not a guaranty of
collection. Upon the failure of any Borrower to pay any Obligations when and
as the same shall become due, whether at maturity, by acceleration, prepayment
or otherwise, Guarantor promises to and will, upon written demand by any
Lender, forthwith pay, or cause to be paid, to such Lender in cash an amount
equal to the sum of (a) the unpaid principal amount of such Obligations then
due, (b) accrued and unpaid interest on such Obligations and (c) all other
monetary Obligations then due. AMS shall have no liability under this Guaranty
except upon the occurrence and continuation of an Event of Default described in
Article 7 (including nonpayment of any amounts upon acceleration of the
Obligations pursuant Article 8) with respect to any subsidiary Borrower.

SECTION 11.2 WAIVERS. To the fullest extent permitted by law,
Guarantor expressly waives (a) notice of acceptance of this Guaranty by a
Lender and notice of or consent to the creation or incurrence of any
Obligations to which it may apply; (b) presentment, demand for payment, protest
and notice of dishonor with respect to any Note, (c) any right to assert
against any Lender any defense (legal or equitable), counterclaim, setoff, or
cross claim which the Guarantor may now or hereafter have against any Lender or
any Borrower, but such waiver shall not prevent the Guarantor from asserting
against a Lender in a separate action any claim, action, cause of action, or
demand that the Guarantor might have, whether or not arising out of this
Guaranty; and (d) the benefits of any provision of law requiring that a Lender
exhaust any right or remedy, or take any action, against any Borrower or any
other Person or any property.

SECTION 11.3 LENDER'S RIGHTS. Any Lender may at any time and from
time to time without notice to or the consent of the Guarantor and without
impairing, releasing, discharging or otherwise affecting the obligations of the
Guarantor in whole or in part, and without the endorsement or execution by the
Guarantor of any additional consent, waiver or guaranty: (a) change the
manner, place or terms of payment, and change or extend the time of payment of
or renew or alter or accelerate, any Obligations, modify or amend any of the
provisions of the Loan Documents, or exchange, compromise or surrender any
security therefor; (b) loan additional monies or extend additional credit to
any Borrower, with or without security; (c) sell, release, surrender, realize
upon or otherwise deal with in any manner and in any order any property at any
time pledged or mortgaged to secure the Obligations and any offset against such
obligations; (d) exercise or refrain from exercising any rights against any
Borrower or others (including the Guarantor and any other guarantor of the
Obligations), or against any property; (e) settle or compromise any Obligations
or any security therefor and subordinate the payment of all or any part thereof
to the payment of any indebtedness (whether or not due) of any Borrower to
creditors of any Borrower other than Lender; and (f) apply any sums from any
sources to any Obligations without regard to any Obligations remaining unpaid.

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SECTION 11.4 GUARANTY ABSOLUTE AND UNCONDITIONAL. No invalidity,
irregularity or unenforceability of all or any part of the Obligations or of
any security therefor shall affect, impair, release, discharge or be a defense
to this Guaranty, and this Guaranty is an absolute obligation of the Guarantor.
Neither the Guarantor's obligations under this Guaranty nor any remedy for the
enforcement thereof shall be impaired, modified, changed, released or
discharged in any manner whatsoever by (a) an impairment, modification, change,
release, discharge or limitation of the liability of any Borrower or by reason
of any Borrower's bankruptcy or insolvency; (b) any determination that any
disposition of collateral securing the Obligations is commercially
unreasonable; or (c) any other act or omission of a Lender which changes the
scope of the Guarantor's risk, except, as to such Lender only, acts or
omissions of such Lender in bad faith.

SECTION 11.5 FURTHER REPRESENTATIONS AND WARRANTIES; CREDIT
INVESTIGATION. The Guarantor represents and warrants to each Agent and each
Lender that: (a) the Guarantor has adequate means to obtain from each
Borrower, on a continuing basis, information concerning Borrower and Borrower's
financial condition and affairs; (b) the Guarantor is not relying on any Agent
or any Lender, its employees, agents or other representatives, to provide such
information, now or in the future; (c) the Guarantor is executing this Guaranty
freely and deliberately, and understands the obligations and financial risk
undertaken by providing this Guaranty; (d) the Guarantor has relied solely on
the Guarantor's own independent investigation, appraisal and analysis of each
Borrower and each Borrower's financial condition and affairs in deciding to
provide this Guaranty; and (e) the Guarantor has not depended or relied on any
Agent or any Lender, its employees, agents or representatives, for any
information whatsoever concerning any Borrower or any Borrower's financial
condition and affairs or other matters material to the Guarantor's decision to
provide this Guaranty or for any counseling, guidance, or special consideration
or any promise therefor with respect to such decision. The Guarantor agrees
that no Agent or any Lender has any duty or responsibility whatsoever, now or
in the future, to provide to Guarantor any information concerning any Borrower
or any Borrower's financial condition and affairs and that, if the Guarantor
receives any such information from an Agent or a Lender, its employees, agents
or other representatives, the Guarantor will independently verify the
information and will not rely on any Agent or Lender, its employees, agents or
other representatives, with respect to such information.

SECTION 11.6 REINSTATEMENT OF GUARANTEED OBLIGATIONS. If claim is
ever made upon any Lender for repayment or recovery of any amount or amounts
received by any Lender in payment or on account of any of the Obligations and
any Lender repays all or part of said amount by reason of any judgment, decree
or order of any Governmental Authority having jurisdiction over such Lender or
any of its property, then the Guarantor agrees that any such judgment, decree,
or order shall be binding upon the Guarantor, notwithstanding any revocation
hereof or the cancellation of any Loan Document, and the Guarantor shall be and
remain liable to such Lender hereunder for the amount so repaid or recovered to
the same extent as if such amount had never originally been received by such
Lender. Further, any acknowledgment, new promise, payment of principal or
interest, or otherwise, whether by a Borrower or others (including the
Guarantor), with respect to any of the Obligations shall, if the statute of
limitations in favor of the Guarantor against a Lender shall have commenced to
run, toll the running of such statute of

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limitations and, if the period of such statute of limitations shall have
expired, prevent the operation of such statute of limitations.

SECTION 11.7 SUBROGATION RIGHTS; SUBORDINATION. Until all of the
Obligations shall have been paid in full, (i) the Guarantor shall not exercise
any rights arising out of any payment by the Guarantor to a Lender of any of
the Obligations pursuant to this Guaranty including, but not limited to, any
right of subrogation, indemnity, reimbursement, contribution, exoneration,
payment or any other claim, cause of action, right or remedy against the
Borrower, whether such claim arises at law, in equity or out of any written or
oral agreement between the Guarantor and Borrower or otherwise, and (ii) any
indebtedness of any Borrower to the Guarantor is hereby subordinated to the
Obligations.

ARTICLE 12
MISCELLANEOUS

SECTION 12.1 NO WAIVER; CUMULATIVE RIGHTS; SEVERABILITY. No
failure or delay by any Lender in exercising any right hereunder shall operate
as a waiver thereof nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right. The
rights of the Lenders or any of them hereunder shall be cumulative and not
exclusive of each other or of any other right now or hereafter provided at Law
or in equity. A determination that any provision of any Loan Document is
unenforceable or invalid shall not affect the enforceability or validity of any
other provision of a Loan Document.

SECTION 12.2 GOVERNING LAW. This Agreement and the other Loan
Documents, and the rights and obligations of the parties hereunder and
thereunder, shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York.

SECTION 12.3 SURVIVAL. The terms and provisions of this Agreement
shall continue in full force and effect, notwithstanding the payment of any
Loan, until all of the Obligations to each Lender have been paid in full and
each Lender has terminated this Agreement in writing. The obligations of each
Borrower in Sections 3.1, 3.6, 3.7, 12.5 and 12.23 hereof shall survive the
termination of this Agreement and repayment of the Loans and other amounts due
under the Loan Documents.

SECTION 12.4 COUNTERPARTS. This Agreement may be executed by one
or more of the parties hereto in any number of separate counterparts, each of
which when fully executed shall be an original, and all of said counterparts
taken together shall be deemed to constitute one and the same agreement.

SECTION 12.5 COST AND EXPENSES. The Borrowers and the Guarantor
(a) will pay all reasonable out-of-pocket expenses by the Administrative Agent
in connection with the preparation of this Agreement and the Notes (whether or
not the transactions hereby contemplated shall be consummated), the making of
the Loans or the issuance of the Letters of Credit hereunder, any amendment to
or modification or waiver of any of the terms hereof, including the reasonable
fees and disbursements of counsel for the Administrative Agent, and (b) will
pay all out-of-pocket expenses incurred by the Administrative Agent and each
Lender in the

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enforcement of its respective rights in connection with this Agreement or with
the Loans made or the Notes issued hereunder, including but not limited to, the
reasonable fees and disbursements of counsel for the Administrative Agent and
for each of the Lenders.

SECTION 12.6 NOTICES. Unless otherwise provided herein, all
notices, requests, demands and other communications provided for hereunder to
or upon the respective parties hereto to be effective shall be in writing
(including bank wire, facsimile, telex or similar teletransmission or writing),
and shall be deemed to have been given or made (i) if given by facsimile, when
such facsimile is transmitted to the facsimile number specified below, or (ii)
if given by mail, other than during a general discontinuance of postal service
due to strike, lockout or otherwise, upon the earlier of receipt or the third
Business Day after being deposited in the mail, registered or certified mail,
with first class postage prepaid, addressed as set forth below, or (iii) if
given by any other means (including, without limitation in the case of
overnight courier) when delivered, provided, that any notice, request, demand
or other communication to or upon the Administrative Agent under Article 2
hereof shall not be effective until received by the Administrative Agent
addressed as follows or to such other address as may be designated hereafter in
writing by the respective parties hereto:

To: American Management Systems, Incorporated
4000 Legato Road
Centerpointe II - 4th Floor
Fairfax, Virginia 22033-4003
Attention: Treasurer
Facsimile: (703) 267-5436

To: each other Borrower, from time to time party to this Agreement
[Name of Borrower]
c/o American Management Systems, Incorporated
4000 Legato Road
Centerpointe II - 4th Floor
Fairfax, Virginia 22033-4003
Attention: Treasurer
Facsimile: (703) 267-5436

Administrative Agent: NationsBank, N.A.
101 North Tryon Street
15th Floor
NC1-001-15-12
Charlotte, NC 28225
Attn: Ret Taylor - Agency Services
Facsimile: (704) 388-9436

A Borrower or the Administrative Agent may change its address for
notice purposes by notice to the other party in the manner provided herein. Any
notice, request or other

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communication hereunder to a Borrower (other than AMS) shall be deemed given to
and effective against its Subsidiaries.

SECTION 12.7 AMENDMENTS AND WAIVERS. No amendment of any
provision of this Agreement or the Notes shall be effective unless it is in
writing and signed by the Borrowers and the Required Lenders and, if the rights
and duties of the Administrative Agent are affected thereby, the Administrative
Agent, and no waiver of any provision of this Agreement or the Notes, nor
consent to any departure by any Borrower therefrom, shall be effective unless
it is in writing and signed by the Required Lenders and, if the rights and
duties of the Administrative Agent are affected thereby, by the Administrative
Agent, except that with respect to amendments or waivers relating to (a) any
increase in the amount of the Commitments, (b) any reduction in the amount of,
or postponement of the due date of, any payment or any extension of the
Revolving Credit Termination Date, (c) any changes in interest or fees
(including any change in the basis for the calculation of the Applicable Rate),
other than the Agent's Fees, due hereunder, (d) any change in Section 2.9(a) or
change in Article 9 in a manner that would alter the pro rata sharing of
payments required thereby, (e) any change in Article 11, or (f) any change in
this Section 12.7 or the definition of "Required Lenders" or "Required
Lenders", no such amendment or waiver shall be effective unless it is in
writing and signed by each of the Lenders. In any event, any waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which it is given.

SECTION 12.8 TIME OF THE ESSENCE. Time is of the essence of this
Agreement and the other Loan Documents, including, without limitation, in the
interpreting and performance hereof and thereof.

SECTION 12.9 INTERPRETATION. Should any provision of this
Agreement or any of the other Loan Documents require judicial interpretation,
the parties hereto agree that the court interpreting or construing the same
shall not apply a presumption that the terms hereof shall be more strictly
construed against one party by reason of the rule of construction that a
document is to be more strictly construed against the party who itself or
through its agents prepared the same, it being agreed that the Borrowers, the
Guarantor, the Agents and the Lenders and their respective agents participated
in the preparation hereof.

SECTION 12.10 AGENTS AND LENDERS NOT JOINT VENTURERS. Neither this
Agreement nor any agreements, instruments, documents or transactions
contemplated hereby (including the Loan Documents) shall in any respect be
interpreted, deemed or construed as making any Lender a partner or joint
venturer with a Borrower or the Guarantor or as creating any similar
relationship or entity, or as creating any fiduciary relationship between a
Borrower or the Guarantor and any Agent or Lender, and each Borrower and the
Guarantor agrees that it will not make any contrary assertion, contention,
claim or counterclaim in any action, suit or other legal proceeding involving
any Agent or Lender and any Borrower.

SECTION 12.11 ACCEPTANCE. This Agreement, together with the other
Loan Documents, shall not become effective unless and until delivered to the
Administrative Agent at its principal office and accepted in writing by each
Lender thereafter at such office as evidenced by its

<PAGE> 71

execution hereof (notice of which delivery and acceptance are hereby waived by
each Borrower and the Guarantor).

SECTION 12.12 RECITALS. All recitals contained herein are hereby
incorporated by reference into this Agreement and made part hereof.

SECTION 12.13 SUCCESSORS AND ASSIGNS: Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such party; and all covenants, promises
and agreements by or on behalf of each Borrower, each Agent and each Lender
that are contained in this Agreement shall bind and inure to the benefit of its
respective successors and assigns.

(a) Each Lender may assign to one or more assignees all
or a constant, and not a varying, percentage of its interests, rights and
obligations under this Agreement (including all or a constant, and not a
varying, percentage of its Commitment and the Loans at the time owing to it and
the Notes held by it); provided, however, that (i) except in the cases of an
assignment to (A) a Lender or an Affiliate of such Lender under circumstances
in which such Lender does not reasonably anticipate that such assignment would
result in increased cost to a Borrower and (B) to any assignee at any time
after the occurrence of a Default Condition or an Event of Default, AMS and the
Administrative Agent must give their prior written consent to such assignment
(which consent shall not be unreasonably withheld), (ii) the amount of the
Commitment of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than the Equivalent
U.S. Dollar Amount of $5,000,000 and the amount of the Commitment of such
Lender remaining after such assignment shall not be less than the Equivalent
U.S. Dollar Amount of $5,000,000 or shall be zero, (iii) the parties to each
such assignment shall execute and deliver to the Administrative Agent an
Assignment and Acceptance, together with the Note or Notes subject to such
assignment and a processing and recordation fee of $3,500 and (iv) the
assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire. Upon acceptance and recording pursuant
to Section 12.13(e), from and after the effective date specified in each
Assignment and Acceptance, which effective date shall be at least five Business
Days after the execution thereof, (A) the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement
and (B) the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's rights and obligations
under this Agreement, such Lender shall cease to be a party hereto (but shall
continue to be entitled to the benefits of Sections 3.1, 3.7, 12.10 and 12.23,
as well as to any fees accrued for its account hereunder and not yet paid)).

(b) By executing and delivering an Assignment and
Acceptance, the assigning Lender thereunder and the assignee thereunder shall
be deemed to confirm to and agree with each other and the other parties hereto
as follows: (i) such assigning Lender warrants that it is the legal and
beneficial owner of the interest being assigned thereby free and clear of any
adverse

<PAGE> 72

claim and that its Commitment, and the outstanding balances of its Loans, in
each case without giving effect to assignments thereof which have not become
effective, are as set forth in such Assignment and Acceptance, (ii) except as
set forth in (i) above, such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement, or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement, any other Loan Document or any other instrument or
document furnished pursuant hereto or the financial condition of any Borrower
or the performance or observance by any Borrower of any of its obligations
under this Agreement, any other Loan Document or any other instrument or
document furnished pursuant hereto; (iii) such assignee represents and warrants
that it is legally authorized to enter into such Assignment and Acceptance;
(iv) such assignee confirms that it has received a copy of this Agreement,
together with copies of the most recent Financial Statements delivered pursuant
to Section 5.1(a) and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (v) such assignee will independently and without
reliance upon any Agent, such assigning Lender or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (vi) such assignee appoints and authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such powers
under this Agreement as are delegated to the Administrative Agent by the terms
hereof, together with such powers as are reasonably incidental thereto; and
(vii) such assignee agrees that it will perform in accordance with their terms
all the obligations which by the terms of this Agreement are required to be
performed by it as a Lender.

(c) The Administrative Agent shall maintain at one of its
offices in Charlotte, North Carolina a copy of each Assignment and Acceptance
delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitment of, and principal amount of the Loans owing
to, each Lender pursuant to the terms hereof from time to time (the
"Register"). The entries in the Register shall be conclusive in the absence of
manifest error and the Borrowers, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement. The Register
shall be available for inspection by the Borrowers and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.

(d) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee together with the
Note or Notes subject to such assignment, an Administrative Questionnaire
completed in respect of the assignee (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) above and, if required, the written consent of AMS and the Administrative
Agent to such assignment, the Administrative Agent shall (i) accept such
Assignment and Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Lenders. Within five
Business Days after receipt of notice, each of the Borrowers, at its own
expense, shall execute and deliver to the Administrative Agent, in exchange for
the surrendered Note or Notes, a new Note or Notes to the order of such
assignee in an amount equal to the applicable Commitment assumed by it pursuant
to such Assignment and Acceptance and,

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if such assigning Lender has retained a Commitment, a new Note to the order of
such assigning Lender in a principal amount equal to the applicable Commitment
retained by it. Such new Note or Notes shall be in an aggregate principal
amount equal to the aggregate principal amount of such surrendered Note or
Notes; such new Notes shall be dated the date of the surrendered Notes which
they replace and shall otherwise be in substantially the form of Exhibits D, E
and F hereto, as appropriate. Canceled Notes shall be returned to the
appropriate Borrower.

(e) Each Lender may without the consent of the Borrowers
or the Administrative Agent sell participations to one or more banks or other
entities (each a "Participant") in all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it and the Notes held by it); provided, however, that
(i) such Lender's obligations under this Agreement shall remain unchanged, (ii)
such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) the Participant shall be entitled to the
benefit of the cost protection provisions contained in Sections 3.1 and 3.7 to
the same extent as if they were Lenders but not in excess of those cost
protections to which the Lender from which it purchased its participation would
be entitled to under any of such Sections and (iv) the Borrowers, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, and such Lender shall retain the sole right
to enforce the obligations of a Borrower relating to the Loans and to approve
any amendment, modification or waiver of any provision of this Agreement (other
than amendments, modifications or waivers decreasing any fees payable
hereunder, increasing the Commitment of such Lender or decreasing the amount of
principal of or the rate at which interest is payable on the Loans, or
extending any scheduled principal payment date or date fixed for the payment of
interest on the Loans).

(f) Any Lender or Participant may, in connection with an
assignment or participation or proposed assignment or participation pursuant to
this Subsection 12.13, disclose to the assignee or Participant or proposed
assignee or Participant any information relating to a Borrower furnished to
such Lender by or on behalf of any Borrower; provided that, prior to any such
disclosure of information designated by a Borrower as confidential, each such
assignee or Participant or proposed assignee or Participant shall execute an
agreement whereby such assignee or Participant shall agree to preserve the
confidentiality of such confidential information (subject to those restrictions
set forth in Section 5.1(a) hereof).

(g) Any Lender may at any time assign all or any portion
of its rights under this Agreement and the Notes issued to it to a Federal
Reserve Bank, provided, that no such assignment shall release a Lender from any
of its obligations hereunder.

(h) No Borrower shall assign or delegate any of its
respective rights and duties hereunder without the prior written consent of the
Administrative Agent and each of the Lenders, subject to the execution by such
assignee and delivery to the Agents and the Lenders of such reasonable
documentation as any Lender may request.

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(i) If, pursuant to this Subsection 12.13, any interest
in this Agreement or any Commitment, Loan or Note is transferred to any
transferee, Lender or Participant which is organized under the laws of any
jurisdiction other than the United States or any state thereof, the transferor
Lender shall cause such transferee, concurrently with and as a condition to the
effectiveness of such transfer, for the benefit of the transferor Lender and
the Borrowers, to (A) make such representations and warranties, (B) deliver
such certificates and forms, and (C) agree to comply with all other such
requirements, in each case as are applicable to the transferee under Section
3.7 on the date that it becomes a Lender and thereafter or, if the transferee
is a Participant, that would be applicable to the transferee if the transferee
were a Lender. A Borrower shall not be required to pay any additional amounts
to any Lender or Participant in respect of withholding tax, or indemnify the
Lender or Participant in respect of withholding tax pursuant to Section
12.13(e)(ii), if the obligation to pay such additional amounts or the
obligation to indemnify would not have arisen but for a failure by a
Participant to comply with the foregoing.

SECTION 12.14 ENTIRE AGREEMENT. THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS AND ANY OTHER DOCUMENTS TOGETHER WITH THE EXHIBITS AND SCHEDULES
ATTACHED HERETO AND THERETO EXECUTED IN CONNECTION HEREWITH REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR
OR CONTEMPORANEOUS, ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN THE PARTIES. Each Borrower and the Guarantor
acknowledges and agrees that the execution of this Agreement and the other Loan
Documents by Borrower and the Guarantor was not based upon any facts or
materials provided by any Agent or Lender, nor was Borrower or the Guarantor
induced to execute this Agreement or any other Loan Document by any
representation, statement or analysis made by any Agent or Lender.

SECTION 12.15 INDEPENDENCE OF COVENANTS. Each covenant of Borrower
herein is independent of each other covenant so made. The fact that the
operation of any such covenant permits a particular action to be taken or
condition to exist does not mean that such action or condition is not
prohibited, restricted or conditioned by the operation of the provisions of any
other covenant herein.

SECTION 12.16 REVISIONS OR UPDATES TO SCHEDULES. A Borrower may,
from time to time, revise or update the information and disclosures set forth
on the Schedules attached hereto by delivering to the Administrative Agent and
each Lender, revised Schedule(s). Each Lender may, in its sole discretion,
accept or reject such revised Schedule(s). From any time after the date of the
Required Lender's written acceptance of such revised Schedule(s), the
representations, warranties and covenants contained herein shall be deemed
modified with respect to the additional or revised information or disclosures
set forth on such revised Schedule(s); provided, however, that the Required
Lender's written acceptance of revised Schedule(s) pursuant to this Section
12.16 shall not be deemed to constitute a waiver of any Default Condition or
Event of Default that is in existence prior to such written acceptance.

SECTION 12.17 SUBMISSION TO JURISDICTION; WAIVER. EACH BORROWER
AND THE GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY:

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(a) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL
ACTION OR PROCEEDING RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN
RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

(b) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE
BROUGHT IN SUCH COURTS, AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT
SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND AGREES NOT
TO PLEAD OR CLAIM THE SAME;

(c) WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON
IT AND AGREES THAT ALL SUCH SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR
ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO BORROWER AT ITS
ADDRESS SET FORTH IN SECTION 12.6 HEREOF OR AT SUCH OTHER ADDRESS OF WHICH THE
ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO AND THAT SERVICE
SO MADE SHALL BE DEEMED TO BE COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT OR
THREE (3) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN POSTED TO BORROWER'S
ADDRESS AS SET FORTH IN SECTION 12.6 HEREOF;

(d) HEREBY IRREVOCABLY AND UNCONDITIONALLY APPOINTS AMS
AS ITS AGENT TO RECEIVE ON ITS BEHALF AND ON BEHALF OF ITS PROPERTY SERVICE OF
PROCESS HEREUNDER AND THAT SUCH PROCESS MAY BE SERVED ON ANY BORROWER IN CARE
OF AMS PURSUANT TO SECTION 12.17(c) HEREOF;

(e) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO
EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT
OR OTHERWISE AFFECT THE RIGHT OF LENDER TO BRING ANY ACTION OR PROCEEDING
AGAINST BORROWER, THE GUARANTOR OR THE PROPERTY OF EITHER IN THE COURTS OF
OTHER JURISDICTIONS.

(f) If for the purpose of obtaining judgment in any court
it is necessary to convert a sum due hereunder in an Approved Currency other
than U.S. Dollars into U.S. Dollars, agrees that the rate of exchange used
shall be the spot rate at which in accordance with normal banking procedures
the Approved Currency could be purchased in New York City with U.S. Dollars by
the person obtaining such judgment on the Business Day preceding that on which
final judgment is given;

<PAGE> 76

(g) Agrees, to the fullest extent that they may
effectively do so under applicable law, that the obligations of each to make
payments in an Approved Currency of the principal of and interest on the Loans
and any other amounts due hereunder to a Lender as provided herein (i) shall
not be discharged or satisfied by any tender, or any recovery pursuant to any
judgment, in any currency other than the relevant Approved Currency, (ii) shall
be enforceable as an alternative or additional cause of action for the purpose
of recovering in the Approved Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Approved Currency so
expressed to be payable and (iii) shall not be affected by an unrelated
judgment being obtained for any other sum due under this Agreement;

SECTION 12.18 WAIVER OF JURY TRIAL. EACH BORROWER, THE GUARANTOR,
THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY INTENTIONALLY AND VOLUNTARILY
WAIVE ANY RIGHT WHICH ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN CONNECTION
WITH ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF
ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE
SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS.

SECTION 12.19 LENDER NOT IN CONTROL. None of the covenants or
other provisions contained in the Loan Documents shall or shall be deemed to
give any Lender the rights or power to exercise control over the affairs and/or
management of a Borrower, any of its Subsidiaries or the Guarantor, the power
of any Lender being limited to the right to exercise the remedies provided in
the Loan Documents; provided, however, that if any Lender becomes the owner of
any stock or other equity interest in any Person, whether through foreclosure
or otherwise, such Lender shall be entitled (subject to requirements of law) to
exercise such legal rights as it may have by being owner of such stock or
other equity interest in such Person.

SECTION 12.20 REPRODUCTION OF DOCUMENTS. This Agreement and all
other Loan Documents, including (a) consents, waivers, amendments and
modifications, which may subsequently be executed, (b) documents received by
Lender on the Closing Date, and (c) financial statements, certificates and
other information previously or subsequently furnished to any Lender may be
reproduced by such Lender, any Borrower or the Guarantor by any photographic,
photostatic, microfilm, microcard, miniature photographic or similar process.
Borrower, Guarantor and Lender agree and stipulate that any such reproduction
shall, to the extent permitted by applicable Law, be admissible in evidence as
the original itself in any judicial or administrative proceeding whether or not
the original is in existence (and whether or not the reproduction was made by
Lender in the regular course of business) and that any enlargement, facsimile
or further reproductions of the reproduction shall likewise be admissible in
evidence; provided, that if the original is in existence and shall be
reasonably available, the original shall be used in evidence, and not a
reproduction.

<PAGE> 77

SECTION 12.21 MITIGATION OBLIGATIONS; SUBSTITUTION OF LENDERS.

(a) If any Lender requests compensation under Section
3.1, or if a Borrower is required to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section
3.7, or if any Lender is affected by the circumstances contemplated by Section
3.3, then such Lender shall use reasonable efforts to designate a different
Lending Office for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or
Affiliates, if, in the reasonable judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section
3.1 or 3.7, as the case may be, in the future or (ii) result in the Lender not
being affected by the circumstances contemplated by Section 3.3 and (iii) would
not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment. Without limiting the generality of the
foregoing, each Lender shall use all reasonable efforts to mitigate the effect
upon Borrower of any increased capital requirement and shall assess any cost
related to such increased capital on a nondiscriminatory basis among Borrower
and other borrowers of such Lender to which such cost applies and such Lender
shall not be entitled to be compensated for any increased capital requirement
unless it is, as a result of such law, regulation, guideline or request, such
Lender's policy generally to seek to exercise such rights, where available,
against other borrowers of such Lender.

(b) If any Lender requests additional compensation under
the provisions of Sections 3.1 or an increase in additional compensation under
the provisions of Section 3.7 due to a change in the rate of collection or
withholding of Taxes, or shall notify the Administrative Agent or a Borrower
pursuant to Section 3.3 that it is unlawful or impossible for such Lender to
make, maintain or fund a Eurodollar Rate Revolving Credit Loan, any Borrower
may upon the payment of the amount to which such Lender is entitled terminate
the Commitment of such Lender and shall, with the approval of the
Administrative Agent, which approval shall not be unreasonably withheld,
substitute for such Lender another lender or lenders. Any lender which becomes
a "Lender" pursuant to the provisions of this Subsection 12.21 shall become a
party to this Agreement by executing such instruments or agreements as may be
satisfactory to the Administrative Agent and AMS, including an Assignment and
Acceptance pursuant to Section 12.13, and each Borrower shall execute and
deliver to such Lender a Revolving Credit Note dated as of the date such lender
becomes a Lender.

SECTION 12.22 SEVERAL OBLIGATIONS OF LENDERS. The obligation of
each Lender to make the Loans provided for herein is several, and no Lender
shall be liable in the event that any other Lender fails to make any Loan it
has agreed to make hereunder.

SECTION 12.23 INDEMNIFICATION. From and at all times after the
date of this Agreement, and in addition to all of the other rights and remedies
of the Agents and the Lenders against the Borrowers and the Guarantor, each
Borrower and the Guarantor agrees to hold each Agent and each of the Lenders
harmless from, and to indemnify each Agent and each of the Lenders against, all
losses, damages, costs and expenses (including, but not limited to, reasonable

<PAGE> 78

attorneys' fees, costs and expenses) incurred by an Agent or any of the Lenders
from and after the date hereof, whether direct, indirect or consequential, as a
result of or arising from or relating to the use of the proceeds of the Loans
by a Borrower; provided, however, that the foregoing indemnification shall not
protect an Agent or any Lender from loss, damage, cost or expense directly
attributable to the willful misconduct or gross negligence of such Person. All
of the foregoing losses, damages, costs and expenses of an Agent or any Lender
shall be payable by the Company upon demand by such Agent or such Lender.

SECTION 12.24 MARGIN STOCK COLLATERAL. Each of the Lenders
represents to the Agents and to each of the other Lenders that it in good faith
is not, directly or indirectly (by negative pledge or otherwise) relying upon
any Margin Stock as collateral in the extension or maintenance of the credit
provided for in this Agreement.

[Rest of Page Intentionally Left Blank]

<PAGE> 79

IN WITNESS WHEREOF, each Borrower, the Guarantor, the Administrative
Agent, the Documentation Agent and each Lender have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

AMERICAN MANAGEMENT
SYSTEMS, INCORPORATED,
as Borrower and Guarantor

BY: /s/ FRANK A. NICOLAI
------------------------------------------
NAME: Frank A. Nicolai
----------------------------------------
TITLE: Director
---------------------------------------

AMS MANAGEMENT SYSTEMS
DEUTSCHLAND GmBH,
as Borrower

BY: /s/ FRANK A. NICOLAI
------------------------------------------
NAME: Frank A. Nicolai
----------------------------------------
TITLE: Director
---------------------------------------

AMS MANAGEMENT SYSTEMS
EUROPE S.A./N.V.,
as Borrower

BY: /s/ FRANK A. NICOLAI
------------------------------------------
NAME: Frank A. Nicolai
----------------------------------------
TITLE: Director
---------------------------------------

<PAGE> 80

AMS MANAGEMENT SYSTEMS U.K. LTD.,
as Borrower

BY: /s/ FRANK A. NICOLAI
------------------------------------------
NAME: Frank A. Nicolai
----------------------------------------
TITLE: Director
---------------------------------------

AMS MANAGEMENT SYSTEMS CANADA
INC.,
as Borrower

BY: /s/ FRANK A. NICOLAI
------------------------------------------
NAME: Frank A. Nicolai
----------------------------------------
TITLE: Director
---------------------------------------

AMSY MANAGEMENT SYSTEMS
NETHERLANDS, B.V.,
as Borrower

BY: /s/ FRANK A. NICOLAI
------------------------------------------
NAME: Frank A. Nicolai
----------------------------------------
TITLE: Director
---------------------------------------

<PAGE> 81

NORDIC BUSINESS MANAGEMENT
SYSTEMS AB,
as Borrower

BY: /s/ FRANK A. NICOLAI
----------------------------------------------
NAME: Frank A. Nicolai
--------------------------------------------
TITLE: Director
-------------------------------------------

AMS MANAGEMENT SYSTEMS
AUSTRALIA PTY. LIMITED,
as Borrower

BY: /s/ FRANK A. NICOLAI
----------------------------------------------
NAME: Frank A. Nicolai
--------------------------------------------
TITLE: Director
-------------------------------------------

AMS MANAGEMENT SYSTEMS
(SWITZERLAND) AG,
as Borrower

BY: /s/ FRANK A. NICOLAI
----------------------------------------------
NAME: Frank A. Nicolai
--------------------------------------------
TITLE: Authorized Signatory
-------------------------------------------

<PAGE> 82

AMS MANAGEMENT SYSTEMS ITALIA
S.p.A.,
as Borrower

BY: /s/ FRANK A. NICOLAI
----------------------------------------------
NAME: Frank A. Nicolai
--------------------------------------------
TITLE: Director
-------------------------------------------

AMS MANAGEMENT SYSTEMS
FRANCE S.A.,
as Borrower

BY: /s/ FRANK A. NICOLAI
----------------------------------------------
NAME: Frank A. Nicolai
--------------------------------------------
TITLE: Director
-------------------------------------------

AMS MANAGEMENT SYSTEMS
ESPANA, S.A.,
as Borrower

BY: /s/ FRANK A. NICOLAI
----------------------------------------------
NAME: Frank A. Nicolai
--------------------------------------------
TITLE: Director
-------------------------------------------

<PAGE> 83

COMMONWEALTH OF VIRGINIA

City/County of Fairfax

The foregoing instrument was acknowledged before me in my jurisdiction
aforesaid this 9th day January, 1998 by Frank A. Nicolai, who is Director of
AMS Management Systems Espana, S.A., for and on behalf of the corporation.

/s/ Merritt Zafren
--------------------------------------
Notary Public

My commission expires: 9/30/2000
-----------

I was commissioned a notary public as Merritt Mantiply.

<PAGE> 84

Amount of Commitment
Commitment Percentage
- ---------- ----------

$40,000,000 33.333%

NATIONSBANK, N.A.

Lending Office for Base Rate Loans: By: /s/ MARTY V. MITCHELL
-----------------------------
Its: Vice President
----------------------------

101 North Tryon Street
15th Floor
NC1-001-15-12
Charlotte, NC 28225
ATTN: Ret Taylor - Agency Services

Lending Office for Eurocurrency Loans: Address for Notices:

NationsBank, N.A., London 101 North Tryon Street
Sort Code 40 51 15 15th Floor
SWIFT Address: NABKGB2X NC1-001-15-12
ATTN: Timothy Martin Charlotte, NC 28225
ATTN: Ret Taylor-Agency Services

<PAGE> 85

Amount of Commitment
Commitment Percentage
- ---------- ----------

$35,000,000 29.167% WACHOVIA BANK, N.A.

Lending Office for Base Rate Loans: By: /s/ Charles A. Johnson
------------------------
Its: Senior Vice President
-----------------------

100 North Main Street
MC NC 37202
Winston-Salem, NC 27150
ATTN: Ann Parrish

Lending Office for Eurocurrency Rate Loans: Address for Notices:

100 North Main Street 100 North Main Street
MC NC 37202 MC NC 37202
Winston-Salem, NC 27150 Winston-Salem, NC 27150
ATTN: Ann Parrish ATTN: Ann Parrish

<PAGE> 86
<TABLE>
<CAPTION>
Amount of Commitment
Commitment Percentage
- ---------- ----------
<S> <C>

$15,000,000 12.5% BANK OF TOKYO - MITSUBISHI
TRUST COMPANY
</TABLE>

Lending Office for Base Rate Loans: By: /s/ Catherine Moeser
-----------------------
Its: Vice President
----------------------

Bank of Tokyo-Mitsubishi Trust Company
1251 Avenue of the Americas
New York, New York 10020-1104
Fax No.: (201) 413-8225

Lending Office for Eurocurrency Rate Loans: Address for Notices:

Bank of Tokyo-Mitsubishi Trust Company Bank of Tokyo-Mitsubishi Trust
1251 Avenue of the Americas Company
New York, New York 10020-1104 1251 Avenue of the Americas
Fax No.: (201) 413-8225 New York, New York 10020-1104
Fax No.: (201) 413-8225

<PAGE> 87

Amount of Commitment
Commitment Percentage
- ---------- ----------

$15,000,000 12.5% COMERICA BANK

Lending Office for Base Rate Loans: By: /s/ Tamara J. Gurne
-----------------------
Its: Vice President
----------------------

500 Woodward Avenue
Detroit, Michigan 48226
Mail Code 3230

Lending Office for Eurocurrency Rate Loans: Address for Notices:

500 Woodward Avenue 500 Woodward Avenue
Detroit, Michigan 48226 Detroit, Michigan 48226
Mail Code 3280 Mail Code 3280
Attn: Diana Pascoe
Fax: (313) 222-3330

<PAGE> 88

Amount of Commitment
Commitment Percentage
- ---------- ----------

<TABLE>
<S> <C>
$15,000,000 12.5% KREDIETBANK, N.V.

Lending Office for Base Rate Loans: By: /s/ ROBERT SNAUFFER
----------------------
Its: Robert Snauffer
---------------------
Vice President

Grand Cayman Branch
c/o New York Branch By: /s/ PATRICK J. OWENS
125 West 55th Street ---------------------
New York, New York 10019 Its: PATRICK J. OWENS
--------------------
Vice President

Lending Office for Eurocurrency Rate Loans: Address for Notices:

Grand Cayman Branch 125 West 55th Street
c/o New York Branch New York, New York 10019
125 West 55th Street Attn: Loan Administration
New York, New York 10019 Fax (212) 956-5581

Lending Office for British Pound Loans:

Kredietbank N.V., London Branch Bank account details for
7th Floor, Exchange House Revolving Advance in GBP:
Primrose Street, London EC2A 2HQ Bank Name: Royal Bank of Scotland
Tel. No. 0171 638-5812 5-10 Great Tower Street
Fax No. 0171 256-4846 London
Telec: 8951024/5 Acct. Name: Kredietbank N.V., London
For Credit Matters: Acct. No.: 12201433
Attn: Lisa Taylor Chaps Sort Code: 16-54-87
Tel. No. 0171 256-4807
Fax. No. 0171 256-4846
For Administration Matters:
Attn: Mr. Terry Rogers
Tel. No. 0171 256-4827
Fax. No. 0171-256-4846
</TABLE>

<PAGE> 89

<TABLE>
<S> <C>
NATIONSBANK, N.A.,
as Administrative Agent

By: /s/ MARTY V. MITCHELL
-------------------------------------
Its: Vice President
------------------------------------

Address for Notices:
101 North Tryon Street
15th Floor
NC1-001-15-12
Charlotte, NC 20225

ATTN: Ret Taylor, Agency Services

</TABLE>

<PAGE> 90

WACHOVIA BANK, N.A.
as Documentation Agent

By: /s/ CHARLES A. JOHNSON
-------------------------------------
Its: Senior Vice President
------------------------------------

Address for Notices:
100 North Main Street
MC NC 37202
Winston-Salem, NC 27150
ATTN: Ann Parrish

<PAGE> 91

EXHIBIT A

NOTICE OF BORROWING

TO: NationsBank, N.A., as Administrative Agent

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

------------------------------------------
Attention:
-------------------------------

Irrevocable notice is hereby given pursuant to the
Multi-Currency Revolving Credit Agreement dated as of January, 1998, by and
among American Management Systems, Incorporated, various of its Subsidiaries,
the Lenders named therein, NationsBank, N.A., as Administrative Agent and
Wachovia Bank, N.A., as Documentation Agent (the "Loan Agreement"), of
Borrower's desire to effect the [Revolving Credit Loan] [Swingline Loan]
specified herein. Capitalized terms used herein that are defined in the Loan
Agreement shall have the meanings therein defined.

1. The Business Day of the proposed borrowing is
_____________, ______.

2. The aggregate amount of the proposed borrowing is
[$_______________.] [ ].

3. The proposed borrowing is to be a [Swingline Loan]
[Base Rate Loan] [Eurocurrency Rate Loan], provided, that any
Revolving Credit Loan denominated in an Approved Currency other than
U.S. Dollars shall be a Eurocurrency Rate Loan.

4. The initial Interest Period for a Eurocurrency Rate
Loan shall be [one], [two], [three], [six] months, provided, that a
Revolving Credit Loan denominated in an Approved Currency other than
U.S. Dollars may not have a six-month Interest Period.

<PAGE> 92

The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the proposed
borrowing, before and after giving effect thereto and to the application of the
proceeds therefrom:

(a) The applicable representations and warranties of the
undersigned contained in Article 4 of the Loan Agreement are true and
correct in all material respects as though made on and as of such
date.

(b) No Default Condition or Event of Default exists or
shall result from such proposed borrowing.

(c) After giving effect to the proposed borrowing the
aggregate outstanding principal balance of the Loans shall not exceed
the Aggregate Commitments.

(d) No event has occurred since the date of the most
recent audited Financial Statements which could reasonably be expected
to have a Materially Adverse Effect.

Dated: [NAME OF BORROWER]
---------------------------

By:
--------------------------

Name:
------------------------

Title:
-----------------------

<PAGE> 93
EXHIBIT B

NOTICE OF CONTINUATION/CONVERSION

TO: NationsBank, N.A., as Administrative Agent

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

------------------------------------------
Attention:
-------------------------------

Irrevocable notice is hereby given pursuant to the
Multi-Currency Revolving Credit Agreement dated as of January, 1998, by and
among American Management Systems, Incorporated, various of its Subsidiaries,
the Lenders named therein, NationsBank, N.A., as Administrative Agent and
Wachovia Bank, N.A., as Documentation Agent (the "Loan Agreement"), of
Borrower's desire to effect the Continuation/Conversion of a Loan thereunder.
Capitalized terms used herein that are defined in the Loan Agreement shall have
the meanings therein defined.

1. The Business Day of the proposed
Continuation/Conversion is: _______________, _____.

2. The Type and Amount of the Loan to be
continued/converted is: ____________________.

3. The Type of Loan into which the existing Loan is to
be continued/converted is: _______________.

4. The Interest Period (if applicable) is:
____________________.

The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the proposed
Continuation/Conversion, before and after giving effect thereto and to the
application of the proceeds therefrom:

<PAGE> 94

(a) The applicable representations and warranties of the
undersigned contained in Article 4 of the Loan Agreement are true and
correct in all material respects as though made on and as of such
date.

(b) No Default Condition or Event of Default exists or
shall result from such Loan as continued or converted.

(c) After giving effect to the proposed
Continuation/Conversion the aggregate outstanding principal balance of
the Loans shall not exceed the Aggregate Commitments.

(d) No event has occurred since the date of the most
recent audited Financial Statements which could reasonably be expected
to have a Materially Adverse Effect.

Dated: [NAME OF BORROWER]
---------------------------

By:
----------------------------

Name:
--------------------------

Title:
-------------------------

<PAGE> 95

EXHIBIT C

COMPETITIVE BID BORROWING REQUEST

TO: NationsBank, N.A., as Administrative Agent

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

------------------------------------------
Attention:
--------------------------------

Notice is hereby given pursuant to Section 2.6(a) or 2.7(a) of
the Multi-Currency Revolving Credit, dated as of January, 1998, by and among
American Management Systems, Incorporated, various of its Subsidiaries, the
Lenders named therein, NationsBank, N.A., as Administrative Agent and Wachovia
Bank, N.A., as Documentation Agent (the "Loan Agreement"), of Borrower's desire
to effect a [USD] [Multicurrency] Competitive Bid Loan. Capitalized terms
used herein that are defined in the Loan Agreement shall have the meanings
therein defined.

Borrower encloses payment of the fee payable with respect to
this Competitive Bid Borrowing Request and sets forth below the terms of the
Competitive Bid Loan requested.

1. The Business Day of the proposed borrowing is
_______________, _____.

2. The amount of the proposed borrowing is
_______________ [Dollars] [Alternative Currency]

3. The proposed borrowing shall consist of Competitive
Bid Loans having an Interest Period of _______________.

4. The LIBOR Bid Margin requested is _______%.

<PAGE> 96

(a) The applicable representations and warranties of the
undersigned contained in Article 4 of the Loan Agreement are true and
correct in all material respects as though made on and as of such
date.

(b) No Default Condition or Event of Default exists or
shall result from such proposed borrowing.

(c) After giving effect to the proposed borrowing the
aggregate outstanding principal balance of the Loans shall not exceed
the Aggregate Commitments.

(d) No event has occurred since the date of the most
recent audited Financial Statements which could reasonably be expected
to have a Material Adverse Effect.

<TABLE>
<S> <C>
Dated: [NAME OF BORROWER]
---------------------------

By:
-----------------------------------------------

Name:
---------------------------------------------

Title:
--------------------------------------------
</TABLE>

<PAGE> 97

EXHIBIT D

REVOLVING CREDIT NOTE

$___________ January, 1998

FOR VALUE RECEIVED, the undersigned, ______________________,
("Borrower"), hereby promises to pay to the order of _______________,
(hereinafter, together with any holder hereof, referred to as "Lender"), on
_______________, 2003, at the office of the Administrative Agent (as defined
below), in the Applicable Currency in which any Revolving Credit Loan is
denominated, and in immediately available funds, the principal sum equal to the
Equivalent U.S. Dollar Amount of _____________________________________ U.S.
DOLLARS ($___________), or the aggregate unpaid principal amount outstanding of
all Revolving Credit Loans made by Lender to Borrower pursuant to the Loan
Agreement (as defined below), whichever is less, and, prior to maturity, to pay
interest on said principal sum, or the outstanding balance thereof, whichever
is less, in like money and funds, at said office on the date or dates and at
the rate or rates provided for in the Loan Agreement. Interest on any overdue
principal of and, to the extent permitted by law, overdue interest on the
principal amount hereof shall bear interest at the Default Rate, as provided
for in the Loan Agreement.

Lender has been authorized by Borrower to record on the
schedule attached to this Note the amount and date of each Revolving Credit
Loan made by Lender, and the date and amount of each payment of principal
thereof received by Lender, provided that the failure by Lender to make any
such endorsement or any error therein shall not affect the obligations of
Borrower hereunder.

<PAGE> 98

This Note is the Revolving Credit Note referred to in and
entitled to the benefit of that certain Multi-Currency Revolving Credit
Agreement dated January __, 1998, by and among Borrower, American Management
Systems, Incorporated, various of its Subsidiaries, Lender, the other Lenders
named therein, NationsBank, N.A., as Administrative Agent and Wachovia Bank,
N.A., as Documentation Agent, as from time to time amended, modified,
supplemented, renewed, or extended (the "Loan Agreement"). Capitalized terms
used herein that are defined in the Loan Agreement shall have the meanings
therein defined.

Upon the occurrence of an Event of Default the principal
hereof and accrued interest hereon may become, or may be declared to be,
forthwith due and payable in the manner, upon the conditions, and with the
effect provided in the Loan Agreement.

Time is of the essence of this Note. In addition and not in
limitation of the foregoing, Borrower agrees to pay all reasonable costs and
expenses incurred in the collection of this Note, including reasonable
attorney's fees if this Note is collected by or through an attorney at law, or
in bankruptcy, receivership, or other court proceeding.

Reference is made to Section 3.5 of the Loan Agreement for
provisions relating to the prepayment hereof.

Borrower hereby waives presentment, demand, notice of
dishonor, protest, and all other notices whatever.

This Note shall be governed by and construed in accordance
with the laws of the State of New York.

<PAGE> 99

Executed under the hand of Borrower by its officer or agent
duly authorized on the date first above written.

[BORROWER]

By:

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

Name:
-----------------------------------

Title:
----------------------------------

<PAGE> 100

SCHEDULE TO REVOLVING CREDIT NOTE

<TABLE>
<CAPTION>
Date of
Revolving Principal Applicable Amount &
Credit Loan Currency Amount Type of Loan Interest Period Date Repaid
----------- --------------- ------------ --------------- -----------
<S> <C> <C> <C> <C>

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

</TABLE>

<PAGE> 101

EXHIBIT E

SWINGLINE NOTE

$20,000,000 January, 1998

FOR VALUE RECEIVED, the undersigned,
___________________________ ________________ ("Borrower"), hereby promises to
pay to the order of NationsBank, N.A. (hereinafter, together with any holder
hereof, referred to as "Lender"), on the dates specified in the Loan Agreement
(as defined below) and on _______________, 2003, at the office of Lender, in
[Borrower's domestic currency], and in immediately available funds, the
principal sum equal to the Equivalent U.S. Dollar Amount of TWENTY MILLION AND
00/100 U.S. DOLLARS ($20,000,000), or the aggregate unpaid principal amount
outstanding of all Swingline Loans made by Lender to Borrower pursuant to the
Loan Agreement, whichever is less, and, prior to maturity, to pay interest on
said principal sum, or the outstanding balance thereof, whichever is less, in
like money and funds, at said office on the date or dates and at the rate or
rates provided for in the Loan Agreement. Interest on any overdue principal of
and, to the extent permitted by law, overdue interest on the principal amount
hereof shall bear interest at the Default Rate, as provided for in the Loan
Agreement.

Lender has been authorized by Borrower to record on the
schedule attached to this Note the amount and date of each Swingline Loan made
by Lender, and the date and amount of each payment of principal thereof
received by Lender, provided, that the failure by Lender to make any such
endorsement or any error therein shall not affect the obligations of Borrower
hereunder.

<PAGE> 102

This Note is the Swingline Note referred to in and entitled to
the benefit of that certain Multi-Currency Revolving Credit Agreement dated
January __, 1998, by and among Borrower, American Management Systems,
Incorporated, various of its Subsidiaries, Lender, the other Lenders named
therein, NationsBank, N.A., as Administrative Agent and Wachovia Bank, N.A., as
Documentation Agent, as from time to time amended, modified, supplemented,
renewed or extended (the "Loan Agreement"). Capitalized terms used herein that
are defined in the Loan Agreement shall have the meanings therein defined.

Upon the occurrence of an Event of Default the principal
hereof and accrued interest hereon may become, or may be declared to be,
forthwith due and payable in the manner, upon the conditions and with the
effect provided in the Loan Agreement.

Reference is made to Section 3.5 of the Loan Agreement for
provisions relating to the prepayment hereof.

Borrower hereby waives presentment, demand, notice of
dishonor, protest, and all other notices whatever.

This Note shall be governed by and construed in accordance
with the laws of the State of New York.

<PAGE> 103

Executed under the hand of Borrower by its officer or agent
duly authorized on the date first above written.

-------------------------------------------
[BORROWER]

By:
---------------------------------------

Name:
-------------------------------------

Title:
------------------------------------

<PAGE> 104

SCHEDULE TO SWINGLINE NOTE

Date of Principal Applicable Amount &
Swingline Loan Currency Amount Interest Rate Date Repaid
-------------- -------------------- ------------- -----------
<S> <C> <C> <C>

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

---------- ---------- ---------- ----------
</TABLE>

<PAGE> 105

EXHIBIT F

COMPETITIVE BID NOTE

$120,000,000 January, 1998

FOR VALUE RECEIVED, the undersigned, ____________________
("Borrower"), promises to pay to the order of ____________________
(hereinafter, together with any holder hereof, referred to as "Lender"), on the
dates specified in the Loan Agreement (as defined below) and on
_______________, 2003, at the office of the Administrative Agent (as defined
below), in the Applicable Currency in which any Competitive Bid loan is
denominated, and in immediately available funds, the principal sum equal to the
Equivalent U.S. Dollar Amount of ONE HUNDRED AND TWENTY MILLION AND 00/100 U.S.
DOLLARS ($120,000,000), or the aggregate unpaid principal amount outstanding of
all Competitive Bid Loans made by Lender to Borrower pursuant to the Loan
Agreement (as defined below), whichever is less, and prior to maturity, to pay
interest on said principal sum, or the outstanding balance thereof, whichever
is less, in like money and funds, at the said office on the date or dates and
at the rate or rates provided for in the Loan Agreement. Interest on any
overdue principal of and, to the extent permitted by law, overdue interest on
the principal amount hereof shall bear interest at the Default Rate, as
provided for in the Loan Agreement.

Lender has been authorized by Borrower to record on the
schedule attached to this Note the amount and date of each Competitive Bid Loan
made by Lender, and the date and amount of each payment of principal thereof
received by Lender, provided that the failure by Lender to make any such
endorsement or any error therein shall not affect the obligations of Borrower
hereunder.

<PAGE> 106

This Note is the Competitive Bid Note referred to in and
entitled to the benefit of that certain Multi-Currency Revolving Credit
Agreement dated January __, 1998, by and among Borrower, American Management
Systems, Incorporated, various of its Subsidiaries, Lender, the other Lenders
named therein, NationsBank, N.A., as Administrative Agent and Wachovia Bank,
N.A., as Documentation Agent, as from time to time amended, modified,
supplemented, renewed, or extended (the "Loan Agreement"). Capitalized terms
used herein that are defined in the Loan Agreement shall have the meanings
therein defined.

Upon the occurrence of an Event of Default the principal
hereof and accrued interest hereon may become, or may be declared to be,
forthwith due and payable in the manner, upon the conditions and with the
effect provided in the Loan Agreement.

Time is of the essence of this Note. In addition and not in
limitation of the foregoing, Borrower agrees to pay all reasonable costs and
expenses incurred in the collection of the Note, including reasonable
attorney's fees, if this Note is collected by or through an attorney at law, or
in bankruptcy, receivership, or other court proceeding.

Reference is made to Section 3.5 of the Loan Agreement for
provisions relating to the prepayment hereof.

Borrower hereby waives presentment, demand, notice of
dishonor, protest, and all other notices whatever.

This Note shall be governed by and construed in accordance
with the laws of the State of New York.

<PAGE> 107

Executed under the hand of the Borrower, by its officer or
agent duly authorized on the date first above written.

[BORROWER]

By:
------------------------------------

Name:
----------------------------------

Title:
---------------------------------

<PAGE> 108

SCHEDULE TO COMPETITIVE BID NOTE

<TABLE>
<CAPTION>
Date of Principal Applicable
Competitive Currency Amount Amount and
Bid Loan Interest Rate of Loan Maturity Date Date Repaid
-------- ------------- ------- ------------- -----------
<S> <C> <C> <C> <C>

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

---------- ---------- ---------- ---------- ----------
</TABLE>

<PAGE> 109

EXHIBIT G

_______________ ___, 1998

[Lender Address]

Dear ____________:

Pursuant to Section 5.1(a) of the Multi-Currency Revolving
Credit Agreement dated January __, 1998 (the "Loan Agreement") among American
Management Systems, Incorporated ("AMS"), various of its Subsidiaries, the
Lenders named therein, NationsBank Bank, N.A., as Administrative Agent and
Wachovia Bank, N.A., as Documentation Agent, the following are submitted for
AMS and its consolidated Subsidiaries for the [Fiscal Quarter] [Fiscal Year]
ended _______________, 19___.

Consolidated Financial Statements for [Fiscal Quarter] [Fiscal
year] ended _______________, 19___.

I hereby certify that the foregoing Financial Statements of
the Borrower are complete and correct in all material respects and present
fairly, in accordance with GAAP, on a consolidated basis, the statements of
cash flow and the financial condition of AMS and its consolidated Subsidiaries,
and the results of their operations and changes in stockholders' equity for the
reporting period.

[No change in GAAP or in the application of GAAP to the
preparation of the Financial Statements has occurred since the date of the
audited Financial Statements dated as of _______________, 19___.] [Since the
date of the audited Financial Statements dated as of _______________, 19___,
there have occurred the following changes in GAAP or in the application of GAAP
to the preparation of the Financial Statements: ________________________________
________________________________________________________________________________
______________________. The effect of such change is as follows:_______________
______________________________________________________________________________.]

The following Default Condition or Event of Default exists on the date hereof:
[None]
[or]
[Describe any such Default Condition or Event of Default]

The Borrower proposes to take the following steps with respect to any such
Default Condition or Event of Default:

<PAGE> 110

I further certify that no Default Condition or Event of
Default has occurred as defined in Article 8 of the Loan Agreement except as
specified in Exhibit 1 hereto.

The following calculations are provided demonstrating
compliance with Section 5.2(a) and Section 5.2(b) of the Loan Agreement.

<TABLE>
<S> <C>
Section 5.2(a) - Total Debt to EBITDA 3.0 to 1.0

Actual at _______________,19___

(1) Total Debt $
---------------------------------

(2) EBITDA $
---------------------------------

(3) Ratio of (1) to (2) ____ to ____

Section 5.2(b) - Fixed Charge Coverage Ratio [2.25 to 1.0 as of
12/31/97 and 3/31/98]

Actual at _______________, 19___ [2.5 to 1.0 as of 6/30/98
and thereafter]

(1) EBILTDA $
---------------------------------

(2) Interest and Lease Charges $
---------------------------------

(3) Ratio of (1) to (2) ____ to ____
</TABLE>

All capitalized terms used herein but not defined herein shall
have the meanings set forth for those terms in the Loan Agreement.

<TABLE>
<S> <C>
Yours truly,

AMERICAN MANAGEMENT SYSTEMS, INC.

By:
-----------------------------------------------

Name:
---------------------------------------------

Title:
--------------------------------------------
</TABLE>

<PAGE> 111

EXHIBIT H

CLOSING CERTIFICATE

The undersigned, as ____________________ of American Management
Systems, Incorporated (the "Borrower" and "Guarantor"), in connection with that
certain Multi-Currency Revolving Credit Agreement (the "Loan Agreement") of
even date herewith by and among Borrower and Guarantor, the Lenders named
therein (each a "Lender"), NationsBank, N.A., as Administrative Agent and
Wachovia Bank, N.A., as Documentation Agent, hereby certifies to the Lenders
that:

1. Attached hereto as Exhibit A is a true, correct, and
complete copy of resolutions of the Board of Directors of Borrower and
Guarantor duly adopted as of the ____ day of __________, 1997, such
corporate action having been duly taken in accordance with the
provisions of applicable law, the Articles of Incorporation and the
By-Laws of Borrower and Guarantor, and being now in full force and
effect, without any modifications in any respect. The resolutions
attached as Exhibit A authorize Borrower and Guarantor and the
officers designated therein to execute and deliver, and to do all
things necessary or appropriate for the payment and performance of all
Borrower's and Guarantor's obligations under the Loan Agreement, the
Revolving Credit Note, the Swingline Note, the Competitive Bid Note,
and the other Loan Documents to which Borrower and Guarantor is party.
Each of the Loan Documents to which Borrower and Guarantor is a party
has been duly executed and delivered by Borrower and Guarantor.

<PAGE> 112

2. Each of the representations and warranties of
Borrower and Guarantor contained in the Loan Agreement and the other
Loan Documents is accurate and complete in all respects as of the date
of this Certificate.

3. The following persons have been duly elected to the
offices set forth beside their names, have been duly qualified, and as
of the date of the execution of the Loan Agreement were, and on the
date hereof are, officers or other representatives of Borrower and
Guarantor, holding, in the case of officers, the offices set forth
opposite their respective names below, and the signatures set forth
opposite their respective names are their respective genuine
signatures:

<TABLE>
<S> <C> <C>
Name Title Signature
---- ----- ---------

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

-------------------------- -------------------------- --------------------------
</TABLE>

This Certificate is made and delivered for the benefit of
Lenders, and Lenders are entitled to rely on the warranties, representations
and facts set forth herein in making the Revolving Credit Loans, Swingline
Loans, and Competitive Bid Loans described in and pursuant to the Loan
Agreement. Capitalized terms used herein and not otherwise defined are used as
defined in the Loan Agreement.

<PAGE> 113

IN WITNESS WHEREOF, the undersigned has signed this
Certificate and affixed hereto the seal of Borrower and Guarantor, as of the
____ day of __________, 1998.

AMERICAN MANAGEMENT SYSTEMS,
INCORPORATED

By: (Seal)
------------------------------

Name:
----------------------------

Title:
---------------------------

----------------------------------
Attest

[CORPORATE SEAL]

<PAGE> 114

EXHIBIT I

CLOSING CERTIFICATE

The undersigned, who is the _______________ of
____________________, a corporation (the "Borrower"), in connection with that
certain Multi-Currency Revolving Credit Agreement (the "Loan Agreement") of
even date herewith by and among American Management Systems, Inc. ("AMS"),
Borrower, various other Subsidiaries of AMS, the Lenders named therein,
NationsBank, N.A., as Administrative Agent and Wachovia Bank, N.A., as
Documentation Agent, hereby certifies to Lender that:

1. Attached hereto as Exhibit A is a true, correct and
complete copy of resolutions of the Board of Directors of Borrower
duly adopted as of the ____ day of ___________, 1997, such corporate
action having been duly taken in accordance with the provisions of
applicable law, the Articles of Incorporation and the By-Laws of
Borrower, and being now in full force and effect, without any
modifications in any respect. The resolutions attached as Exhibit A
authorize Borrower and the officers designated therein to execute and
deliver, and to do all things necessary or appropriate for the payment
and performance of all the Borrower's obligations under, the Loan
Agreement, the Revolving Credit Note, the Swingline Note, the
Competitive Bid Note and the other Loan Documents to which the
Borrower is party. Each of the Loan Documents to which Borrower is a
party has been duly executed and delivered by Borrower.

2. Each of the representations and warranties of
Borrower contained in the Loan Agreement and the other Loan Documents
is accurate and complete in all respects as of the date of this
Certificate.

<PAGE> 115

3. The following persons have been duly elected to the
offices set forth beside their names, have been duly qualified, and as
of the date of the execution of the Loan Agreement were, and on the
date hereof are, officers or other representatives of Borrower
holding, in the case of officers, the offices set forth opposite their
respective names below, and the signatures set forth opposite their
respective names are their respective genuine signatures:

<TABLE>
<S> <C> <C>
Name Title Signature
---- ----- ---------

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

-------------------------- -------------------------- --------------------------
</TABLE>

This Certificate is made and delivered for the benefit of
Lender and Lender is entitled to rely on the warranties, representations and
facts set forth herein in making the Revolving Credit Loans, Swingline
Loans, and Competitive Bid Loans, described in and pursuant to the Loan
Agreement. Capitalized terms used herein and not otherwise defined are used
as defined in the Loan Agreement.

<PAGE> 116

IN WITNESS WHEREOF, the undersigned has signed this
Certificate and affixed hereto the seal of Borrower, as of the ____ day of
__________, 1998.

[NAME OF BORROWER]

By: (Seal)
--------------------------

Name:
------------------------

Title:
-----------------------

------------------------------
Attest

[CORPORATE SEAL]

<PAGE> 117

EXHIBIT J

NationsBank, N.A.,
as Administrative Agent for the Lenders

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

- -----------------------------
Attention: Syndicate Services

Re: Multi-Currency Revolving Credit Agreement (the "Loan Agreement")
dated as of January ____, 1998 by and among NationsBank, N.A., as
Administrative Agent, Wachovia Bank, N.A., as Documentation Agent,
the Lenders named therein and American Management Systems,
Incorporated; AMS Management Systems Deutschland GmbH, AMS
Management Systems Europe S.A./N.V., AMS Management Systems U.K.
Ltd., AMS Management Systems Canada Inc., AMSY Management Systems
Netherlands, B.V., Nordic Business Management Systems AB, AMS
Management Systems Australia Pty. Limited, AMS Management Systems
Espana, S.A., AMS Management Systems (Switzerland) AG, AMS
Management Systems Italia S.p.A. and AMS Management Systems France,
S.A. (each a "Borrower," collectively, the "Borrowers")

Ladies and Gentlemen:

We have acted as counsel to American Management Systems,
Incorporated ("AMS"), as a Borrower and as Guarantor, in connection with the
Loan Agreement. As counsel, we have examined executed copies of the following
fully executed documents, each dated as of the date hereof (collectively, the
"Loan Documents"):

1. the Loan Agreement,

2. the Revolving Credit Note of AMS (the "Revolving
Credit Note"),

3. the Swingline Note of AMS, and

4. the Competitive Bid Note of AMS.

In connection with our opinion, we have examined a certificate
(the "Closing Certificate"), dated the date hereof, from the corporate
secretary of AMS. We have also examined the following: (i) the Second Amended
and Restated Certificate of Incorporation of AMS, as certified to us by the
Closing Certificate, (ii) the Bylaws of AMS in effect on the date hereof, as
certified to us by the Closing Certificate; (iii) copies of the resolutions of
the Board of Directors of AMS and the unanimous written consent of the
Executive Committee of the Board of Directors of AMS authorizing the execution,
delivery and performance of each of the Loan Documents, as certified to us by
the Closing Certificate, and (iv) the good standing certificates for AMS, dated
December ____, 1997, provided and certified by the Secretary of State of the

<PAGE> 118

State of Delaware and the State Corporation Commission of the Commonwealth of
Virginia, respectively. Our examination did not include any review of the
files, documents or internal records of any Borrower.

Unless facts material to the opinions expressed herein are
specifically stated to have been independently established or verified by us,
we have relied as to such facts solely upon the representations made by AMS in
the Closing Certificate and in the Loan Documents, and upon the certificates of
public officials referred to above.

The opinions expressed in this letter concern only the effect
of the Delaware General Corporation Law and the laws (excluding the principles
of conflict of laws) of the State of New York. We assume no obligation to
supplement this letter if any of the applicable laws or facts changes in any
manner. Capitalized terms used herein and not otherwise defined herein have
the respective meanings assigned to them in the Loan Agreement.

Based upon and subject to the foregoing and to the
qualifications stated herein, we are of the opinion that:

I. AMS is a corporation validly existing under the laws
of the State of Delaware and in good standing under the laws of the
State of Delaware and the Commonwealth of Virginia. AMS has the
corporate power and authority to execute, deliver and perform the Loan
Documents.

II. All requisite corporate action on the part of AMS, to
authorize the execution and delivery of the Loan Documents has been
taken. The Loan Documents have been duly executed and delivered by
AMS. Each of the Loan Documents constitutes a legal, valid and
binding obligation enforceable against AMS as a Borrower in accordance
with its terms.

III. The Guaranty has been duly executed and delivered by
Guarantor, and the Guaranty constitutes the legal, valid and binding
obligation of Guarantor, enforceable against Guarantor in accordance
with its terms.

IV. No authorization, consent, approval, license,
exemption of or filing or registration with any Virginia or New York
court or any Virginia or New York governmental department,
commission, board, bureau, agency or other instrumentality and no
corporate filing by AMS or consent by the shareholders of AMS under
Delaware General Corporation Law (collectively, the "Consents") is or
will be necessary for the valid execution, delivery or performance by
AMS of the Loan Agreement, the Guaranty and each of the other Loan
Documents, or for the payment to Lenders of any sums due under such
documents, except for Consents previously obtained.

The opinions set forth in this letter are subject to the
following additional qualifications:

<PAGE> 119

A. Our opinions herein as to the qualifications and good
standing of AMS are solely based upon the good standing certificates
issued by the applicable state regulatory authority, and are rendered
as of the date of the applicable certificate.

B. Our opinions are subject to the effects of applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, fraudulent transfer and other laws or equitable principles
relating to or affecting the rights of debtors, creditors or other
obligees generally.

C. Our opinions are subject to the effects of the
exercise of judicial discretion and applicable principles of equity,
whether such principles are applied by a court of equity or a court of
law, including, without limitation, such principles relating to the
availability of specific performance and other equitable remedies.

D. Enforceability may be limited to the extent that
remedies are sought with respect to a breach that a court concludes is
not material or does not adversely affect the Lenders.

E. Notwithstanding language in the Loan Documents that
may imply otherwise, a court of equity could enjoin a Lender from
enforcing its remedies under the Loan Documents by reason of any
unconscionable or inequitable conduct by the Lender, or if there are
equitable defenses, defenses arising from the Lender's failure to act
in accordance with the terms and conditions of the Loan Documents,
defenses arising as a consequence of the passage of time, defenses
arising as a result of the Lender's failure to act reasonably or in
good faith in attempting to exercise its remedies, or any other
similar defenses.

F. The provisions regarding the remedies available to a
Lender on default as set forth in the Loan Documents are subject to
certain procedural and other requirements which, with regard to
several of the remedies, are not reflected in the Loan Documents.
These requirements affect and may restrict rights and remedies stated
in the Loan Documents to be available to the Lender.

G. We express no opinion on the enforceability of any
provisions of the Loan Documents that entitle a Lender, as a matter of
right, after the occurrence of a default, to cause the appointment of
a receiver or to exercise powers of attorney granted to it.

H. We express no opinion on the enforceability of any
provisions of the Loan Documents: (i) imposing increased interest
rates and/or late payment charges upon delinquency in payment or upon
the occurrence of a default, to the extent such provisions may be
deemed to constitute penalties, or (ii) under which AMS as a Borrower
or as Guarantor may be obligated to pay legal and other professional
fees incurred by a Lender or the cost of collection following a
default, to the extent a court could conclude such fees are
unreasonable, are inequitable or constitute a penalty.

<PAGE> 120

I. We express no opinion on the enforceability of any
provisions of the Loan Documents under which AMS as Borrower or
Guarantor waives any rights afforded under any statute or
constitutional provision or by which any of the parties waives any
rights afforded under applicable law after a default, including,
without limitation, any waiver of the right to a jury trial or of the
right to receive consequential and punitive damages, or any provisions
of the Loan Documents under which any applicable statutes of
limitations are tolled or waived.

J. We express no opinion on the enforceability of any
provisions of the Loan Documents that provide that the provisions of
any of the Loan Documents are severable, to the extent that any
material provisions thereof is found to be unenforceable.

K. We express no opinion on the enforceability of the
prepayment provisions, including any yield maintenance premium,
contained in the Loan Documents.

L. Our opinion is as of the date hereof and is based
upon and limited to laws and regulations as in effect on the date of
this letter. We assume no obligation to update the opinions set forth
herein.

M. Except to the extent expressly set forth above, (i)
in rendering the opinions set forth herein, we have relied upon the
assumptions set forth in Section 4 of the Third-Party Legal Opinion
Report, including the Legal Opinion Accord, of the Section of Business
Law of the American Bar Association, dated 1991 (the "Accord"), (ii)
this opinion does not address the legal issues set forth in Section 19
of the Accord, and (iii) this opinion is subject to the General
Qualifications as defined in Section 11 of the Accord.

The opinions expressed in this letter are solely for the use
of the Lenders. These opinions may not be relied on by or distributed to any
other persons without our express prior written approval. The opinions
expressed in this letter are limited to the matters set forth in this letter,
and no other opinions may be inferred beyond the matters expressly stated.

Very truly yours,

SHAW, PITTMAN, POTTS & TROWBRIDGE

<PAGE> 121

EXHIBIT K

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Multi-Currency Revolving Credit
Agreement dated as of January __, 1998, by and among American Management
Systems, Incorporated, various of its Subsidiaries, the Lenders named therein,
NationsBank, N.A., as Administrative Agent and Wachovia Bank, N.A., as
Documentation Agent, as from time to time amended, modified, supplemented,
renewed, or extended (the "Loan Agreement"). Any term used herein that is
defined in the Loan Agreement shall have the same meaning when used herein.

1. The Assignor hereby sells and assigns, without
recourse, to the Assignee, and the Assignee hereby purchases and assumes,
without recourse, from the Assignor, effective as of the Effective Date set
forth below, the interests set forth below (the "Assigned Interest") in the
Assignor's rights and obligations under the Loan Agreement, including, without
limitation, the interests set forth below in the Commitment of the Assignor on
the Effective Date and the Loans owing to the Assignor which are outstanding on
the Effective Date, together with unpaid interest accrued on the assigned Loans
to the Effective Date and the amount, if any, set forth on the reverse hereof
of the Fees accrued to the Effective Date for the account of the Assignor.
Each of the Assignor and the Assignee hereby makes and agrees to be bound by
all the representations, warranties and agreements set forth in Section
12.13(b) of the Loan Agreement, a copy of which has been received by each such
party. From and after the Effective Date (i) the Assignee shall be a party to
and be bound by the provisions of the Loan Agreement and, to the extent of the
interests assigned by this Assignment and Acceptance, have the rights and
obligations of a Bank thereunder and under the Loan Documents and (ii) the
Assignor shall, to

<PAGE> 122

the extent of the interests assigned by this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Loan
Agreement.

2. This Assignment and Acceptance is being delivered to
the Administrative Agent together with (i) the Notes evidencing the Loans
included in the Assigned Interest, (ii) if the Assignee is organized under the
laws of a jurisdiction outside the United States, the forms specified in
Section 12.13(b) of the Loan Agreement, duly completed and executed by such
Assignee, (iii) if the Assignee is not already a Lender under the Loan
Agreement, an Administrative Questionnaire in the form of Exhibit L to the Loan
Agreement, and (iv) a processing and recordation fee of $3,500.00.

3. This Assignment and Acceptance shall be governed by
and construed in accordance with the laws of the State of New York without
reference to its conflicts of laws principles or provisions.

<PAGE> 123

<TABLE>
<S> <C>
Date of Assignment:
-------------------------------------------

Legal Name of Assignor:
-------------------------------------------

Legal Name of Assignee:
-------------------------------------------

Assignee's Address for Notices:
-------------------------------------------

Effective Date of Assignment (may
not be fewer than 5 Business Days
after the Date of Assignment):
-------------------------------------------

Percentage Assigned of Facility and
Commitment Thereunder (set forth,
to at least 8 decimals, as a percentage
of the Facility and the aggregate
Facility Principal Amount Assigned Commitments of all Lenders)
- -------- ------------------------- ----------------------------------
<S> <C> <C>

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

Commitment: $_______________ (_____%)

Assigned:
-------------------------------------------

Loans:
-------------------------------------------

Fees Assigned (if any):
-------------------------------------------
</TABLE>

<PAGE> 124

<TABLE>
<S> <C>
The terms set forth above are hereby agreed to:

Accepted:

, as Assignor NATIONSBANK, N.A.,
- ---------------------------------- as Administrative Agent

By: By:
----------------------------------------------- ------------------------------------------------

Name: Name:
--------------------------------------------- ---------------------------------------------

Title: Title:
-------------------------------------------- --------------------------------------------

, as Assignee [NAME OF BORROWER]
- ----------------------------------

By: By:
----------------------------------------------- -----------------------------------------------

Name: Name:
--------------------------------------------- ---------------------------------------------

Title: Title:
-------------------------------------------- --------------------------------------------
</TABLE>

<PAGE> 125

EXHIBIT L

ADMINISTRATIVE QUESTIONNAIRE

____________________ (Company)
$120,000,000 Multi-Currency Revolving Credit Agreement

Please provide the following administrative details with
respect to your participation in the Multi-Currency Revolving Credit and Term
Loan Agreement (the "Loan Agreement"):

1. Identification. The full name (indicating
punctuation and upper and lower case letters), address, contact, and
telephone, telex, and fax numbers of your institution as they are to
appear in documentation.

2. Payment instructions. The name, address and account
numbers, together with any necessary reference, of your
(correspondent) banks for payment of fees, interest and principal
under the Loan Agreement. Unless individual details are provided, it
will be assumed that all such items are to be paid to the same
account.

3. Notice. The name, address, and telephone, telex, and
fax numbers of the Person to whom notices should be sent upon receipt
from the borrower.

Please direct your responses regarding administration details
to the attention of _______________ at NationsBank, N.A., ________________.

<PAGE> 126

SCHEDULE 2.11

The following is a description of the existing Letters of Credit issued by
Wachovia pursuant to the Existing Credit Agreement:

(1) LC No. 968-090225, issued 9/12/97 in favor of The Traveler's
Indemnity Co., stated amount $200,000 U.S. Dollars.

<PAGE> 127
ATTACHMENT A

AUTHORIZATION MATRIX

<PAGE> 1
EXHIBIT 10.7

AGREEMENT OF LEASE

BETWEEN

JOSHUA REALTY CORPORATION

AND

AMERICAN MANAGEMENT SYSTEMS, INC.

<PAGE> 2

AGREEMENT OF LEASE
CENTERPOINTE I AND II
FAIRFAX, VIRGINIA

TABLE OF CONTENTS

1. Reference Data and Definitions............................................1
2. Demise of Premises........................................................4
3. Term......................................................................4
4. Possession................................................................5
5. Use of the Premises.......................................................6
6. Base Rent.................................................................6
7. Additional Rent...........................................................7
8. Late Charge; Interest....................................................14
9. Services.................................................................14
10. Repairs and Condition of Premises.......................................19
11. Compliance with Law.....................................................19
12. Estoppel Certificate....................................................20
13. Rules and Regulations...................................................21
14. Assignment and Subletting...............................................21
15. Alterations.............................................................24
16. Mechanics' and Other Liens..............................................25
17. Landlord's Right to Enter...............................................26
18. Certain Rights Reserved by Landlord.....................................26
19. Landlord's Liability; Rights............................................28
20. Unilateral Amendment....................................................29
21. Insurance...............................................................29
22. Fire or Other Casualty..................................................30
23. Waiver of Claims; Indemnification.......................................32
24. Condemnation............................................................33
25. Holding Over............................................................33
26. Covenant of Quiet Enjoyment.............................................34
27. Relocation of Tenant. Intentionally Omitted............................34
28. Condition of Premises...................................................34
29. No Third Party Beneficiaries............................................34
30. Transfer of Landlord's Interest.........................................35
31. Default; Landlord's Remedies............................................35
32. Remedies Cumulative.....................................................38
33. Expenses of Enforcement.................................................38
34. Nonwaiver...............................................................38
35. Subordination...........................................................38
36. Paramount Lease.........................................................39
37. Legal Proceedings. .....................................................40
38. Interpretation..........................................................40
39. Severability............................................................40

<PAGE> 3

40. Notices.................................................................40
41. No Representation by Landlord...........................................41
42. Whole Agreement.........................................................41
43. Security Deposit. Intentionally Omitted................................41
44. Real Estate Broker......................................................41
45. Inability to Perform....................................................41
46. Corporate Entities......................................................42
47. Recordation.............................................................42
48. Time....................................................................42
49. Applicable Law..........................................................42
50. Defined Terms...........................................................42
51. Delivery for Examination................................................44
52. Environmental Matters...................................................44
53. Tenant's Remedies.......................................................46
54. Extension Option........................................................47
55. Signage.................................................................49
56. Storage Space...........................................................49
57. Food Service In Centerpointe II Building................................50
58. Non-Disturbance.........................................................50
59. Exercise Room...........................................................51
60. Parking.................................................................51
61. Right of First Offer....................................................51
62. Expansion Space.........................................................53
63. Measurement of Premises. Intentionally Omitted..........................54
64. Tenant's Affiliation Representation.....................................54
65. Arbitration.............................................................54

Exhibit A-1. Plan of Centerpointe I Premises
Exhibit A-2. Plan of Centerpointe II Premises
Exhibit B. Landlord's Base Building Modifications
Exhibit C Tenant Design and Construction Process
Exhibit D Concession Fund Voucher Form
Exhibit F Rules and Regulations
Exhibit G HVAC Standards
Exhibit H Legal Description of the Property
Exhibit I Index of Defined Term
Exhibit J. Form of Lease Memorandum

<PAGE> 4

AGREEMENT OF LEASE
CENTERPOINTE I AND II
FAIRFAX, VIRGINIA

This Lease is made this 10th day of August, 1992, between JOSHUA REALTY
CORPORATION, a Delaware corporation, (general partner and sole remaining partner
of Faircenter Limited Partnership, a Delaware limited partnership)(hereinafter
referred to as "Landlord"), and AMERICAN MANAGEMENT SYSTEMS, INC., a Delaware
corporation, (hereinafter referred to as "Tenant").

1. REFERENCE DATA AND DEFINITIONS:

ANY REFERENCE IN THIS LEASE TO THE FOLLOWING SUBJECTS SHALL INCORPORATE
THEREIN THE DATA STATED FOR THE SUBJECTS IN THIS ARTICLE 1.

1.1. DEMISED PREMISES

(a) SPACE DESCRIPTION - CENTERPOINTE I: Approximately
203,630 rentable square feet on eleven (11) floors of
the building ("Centerpointe I Building") located at
4050 Legato Road, Fairfax, Virginia and commonly
known as Centerpointe I (the "Centerpointe I
Premises") as shown on Exhibit "A-l" attached hereto.

(b) SPACE DESCRIPTION - CENTERPOINTE II: Approximately
38,384 rentable square feet of space on the third
(3rd) and fourth (4th) floors of the building
("Centerpointe II Building") located at 4000 Legato
Road, Fairfax, Virginia and commonly known as
Centerpointe II (the "Centerpointe II Premises") as
shown on Exhibit "A-2" attached hereto.

(c) RENTABLE AREA OF THE DEMISED PROMISES: The
Centerpointe I Premises and the Centerpointe II
Premises are herein together defined as the
"Premises" and the Centerpointe I Building and the
Centerpointe II Building are herein together defined
as the "Buildings". The exact square footage of the
Premises has been measured in accordance with the
Washington, D.C. Association of Realtor's Standard
Method of Measurement (January 1, 1989). This figure
shall be used for all purposes under this Lease,
including, but not limited to, determination of Base
Rent and Additional Rent.

1.2. Base Rent: Thirteen Dollars and Seventy Cents
($13.70) per rentable square foot, net of Electricity Costs (as defined in
Article 7.1.3), and subject to adjustment as described in Article 6.3 below.

<PAGE> 5

1.3.1. BASE YEAR OPERATING EXPENSES shall mean the Operating
Expenses (as defined in Article 7 below) incurred by Landlord during the
calendar year 1993, as adjusted pursuant to Article 7.4.4 below.

1.3.2. BASE YEAR REAL ESTATE TAXES shall mean the Real
Estate Taxes (as defined in Article 7 below) incurred by Landlord during
calendar year 1993 (as the same may be adjusted pursuant to Article 7.1.1(e)
below).

1.4. RENT COMMENCEMENT SCHEDULE: Tenant shall commence
Base Rent payments for the Premises in accordance with the schedule below.

Rent
Commencement Date RSF
----------------- ---

(a) December 1, 1992 70,451
(b) May 1, 1993 38,336
(c) August 1, 1993 38,336
(d) November 1, 1993 38,384
(e) May 1, 1994 56,507

The space described in Article 1.4(a) above is herein defined
as the "Initial Space" and the space described in Article 1.4(b)-1.4(e) is
herein defined as the "Subsequent Space". The dates in Articles 1.4(b)-1.4(e)
under the column "Rent Commencement Date" are each herein defined as a
"Scheduled Rent Commencement Date".

1.5. CONCESSION FUND: $28.50 per rentable square foot.

1.6. SECURITY DEPOSIT: None

1.7. STANDARD BUILDING OPERATING DAYS AND HOURS:

(a) Centerpointe I Building:

8:00 A.M. to 7:00 P.M. Monday - Friday
8:00 A.M. to 1:00 P.M. Saturday

(b) Centerpointe II Building:

8:00 A.M. to 6:00 P.M. Monday - Friday
8:00 A.M. to 1:00 P.M. Saturday

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<PAGE> 6

1.8. PERMITTED USE: General office use, and uses
incidental thereto (including, without limitation, the conduct of computer
operations and the use and operation of all equipment related thereto).

1.9 (a) ADDRESS FOR NOTICES TO TENANT:

American Management Systems, Inc.
1525 Wilson Boulevard Suite 130
Arlington, Virginia 22209
Attn: Mr. Thomas W. Huba

with copies of notices at all times to:

Shaw, Pittman, Potts & Trowbridge
2300 N Street N.W.
Washington, D.C. 20037
Attn: Craig A. deRidder, Esquire

(b) ADDRESS FOR NOTICES TO LANDLORD PRIOR TO
LEASE COMMENCEMENT DATE:

Joshua Realty Corporation
c/o LPC Commercial Services, Inc.
4050 Legato Road
Fairfax, Virginia 22030
Attn: Mr. Michael Taylor

Address from and after Lease Commencement
Date:

c/o LPC Commercial Services, Inc.
4000 Legato Road
Suite 950
Fairfax, Virginia 22030
Attn: Mr. Michael Taylor

with copies of notices at all times to:

Lincoln Property Company
1530 Wilson Boulevard, Suite 200
Arlington, Virginia 22209

Attention: Mr. John B. Grissim

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<PAGE> 7

and

General Electric Investment Corporation
3003 Summer Street
Stamford, Connecticut 06904-7900

Attention: Mr. Steven D. Burton

and

Wolf, Block, Schorr and Solis-Cohen
12th Floor Packard Building
15th and Chestnut Streets
Philadelphia, PA 19102

Attention: Alvin H. Dorsky, Esquire

2. Demise of Premises. Landlord hereby leases to Tenant, and
Tenant hereby hires and takes from Landlord, the premises identified as the
"Premises", for the Term (defined below) and subject to the covenants, terms,
provisions and conditions of this Lease, together with the right to use, in
common with others, of all common and public areas in the Buildings including
(without limitation) elevators, stairways, lobbies and corridors in the
Buildings necessary for access to the Premises (provided, however, that subject
to Landlord's right to entry hereunder, use of the common areas of the
Centerpointe I Building shall be consistent with that afforded to a single
tenant building during the time that Tenant is leasing one hundred percent
(100%) of the rentable area of the Centerpointe I Building).

3. Term.

3.1. The term (the "Term") shall commence on the date of
this Lease (the "Lease Commencement Date") and shall end, without the necessity
of notice from either party to the other, on November 30, 2007 ("Termination
Date").

3.2. The Term shall commence as to each segment of the
Subsequent Space on the earlier of (i) the date which is four (4) months prior
to the respective Scheduled Rent Commencement Date for such segment of the
Subsequent Space or (ii) the date that Tenant or anyone claiming under or
through Tenant first occupies such segment of the Subsequent Space (each such
date which is the earlier of (i) or (ii) above is herein defined as a
"Subsequent Lease Commencement Date").

3.2.1. Tenant's obligation to pay Rent (defined in Article
1.2) for the Initial Space shall commence on December 1, 1992 ("Rent
Commencement Date"). All other obligations of Tenant pertaining to the initial
Space under this Lease shall commence on the Lease Commencement Date.

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<PAGE> 8

3.2.2. Tenant's obligation to pay Rent for any segment of
the Subsequent Space shall commence on the Scheduled Rent Commencement Date for
such segment of the Subsequent Space (each such date is herein defined as a
"Subsequent Rent Commencement Date"). If Tenant occupies any segment of
Subsequent Space for the Permitted Use prior to the Subsequent Rent Commencement
Date for that segment of Subsequent Space, then Tenant shall pay to Landlord an
amount equal to Five Dollars ($5.00) per rentable square foot per annum, in
equal monthly installments in advance, as Additional Rent hereunder for each
such segment of Subsequent Space from and after the date that Tenant occupies
and uses that segment of Subsequent Space for the Permitted Use until the
Subsequent Rent Commencement Date for that segment of Subsequent Space. All
other obligations of Tenant pertaining to each segment of the Subsequent Space
under this Lease shall commence on the respective Subsequent Lease Commencement
Date.

3.3. The First Lease Year shall be the period commencing
on the Rent Commencement Date and continuing through December 31, 1993. Each
Lease Year after the First Lease Year shall be a consecutive twelve (12) month
period commencing on the first day of the calendar month immediately following
the preceding Lease Year, except that the Last Lease Year shall be the period
from the first day of Tenant's partial Lease Year occurring at the end of the
Term until the Termination Date.

4. Possession.

4.1. In addition, to the extent required by law, Landlord
will comply with the requirements of the Americans With Disabilities Act of 1990
("ADA") requirements applicable to the "Core Elements" of the Buildings
(including those which may arise because of the performance of the Tenant Work)
and Tenant shall comply with all other ADA requirements respecting the Premises,
including those requirements arising from Tenant Work. The "Core Elements" of
the Buildings are defined as the roof, the ground floor lobby or lobbies,
entryways, the garage, surface parking areas, paths of travel to and from the
Buildings, loading docks and loading zones, elevators and elevator call buttons,
stairways, risers and other penetrations, restrooms and drinking fountains not
installed by Tenant in connection with the Tenant Work, or otherwise, and the
base-building mechanical, electrical, HVAC and plumbing systems (excluding any
changes thereto or extensions thereof performed as part of the Tenant Work or
any later Tenant alteration).

4.2. "Tenant Work" as used in this Lease shall mean the
provision of the materials, components, labor and services encompassed within
the work described in the Tenant Design and Construction Process (as defined in
Exhibit "C"). Landlord shall provide a concession fund equal to Twenty-Eight
Dollars and Fifty Cents ($28.50) per rentable square foot ("Concession Fund").
The Concession Fund may be utilized to pay the cost of construction, demolition,
construction documentation and associated permits and fees, architectural and
engineering fees, moving expenses and other reasonable move-related expenses,
signage, Tenant's legal fees incurred in negotiations of this Lease, remaining
lease liability coverage and holdover penalties and furniture and equipment. The
Concession Fund shall be applied to the items described above in such amounts as
Tenant may determine, and disbursed by Landlord from time to time to Tenant, so
long as Tenant is not in default (which term for purposes of this Article 4.2

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<PAGE> 9

shall not be deemed to be a circumstance entitled to the benefit of notice and
cure periods provided under Article 31 below) under this Lease, pursuant to the
Concession Fund Voucher Form attached hereto as Exhibit "D". Tenant covenants
that Tenant shall utilize a minimum of fifty percent (50%) of the Concession
Fund for direct hard cost improvements to the Premises. For purposes hereof, the
term "hard costs" shall mean all costs incurred by Tenant in the design,
engineering and construction of leasehold improvements in the Premises,
including all contractor and materialman charges. in no event shall Landlord
have any obligation to pay for costs relating to Tenant Work or for any of the
other items for which the Concession Fund may be utilized in an amount that
exceeds the Concession Fund. A reconciliation to establish that the requisite
portion of the Concession Fund has been expended for hard costs of improvements
to the Premises shall be submitted to Landlord by Tenant within sixty (60) days
after the completion of the Tenant Work. So long as Tenant has expended the
requisite portion of the Concession Fund on hard costs and Tenant is not in
default (which term for purposes of this Article 4.2 shall not be deemed to be a
circumstance entitled to the benefit of notice and cure periods provided under
Article 31 below) under this Lease, the portion of the Concession Fund not
disbursed to Tenant by the date of reconciliation referred to above shall be
credited against the Monthly Installments of Base Rent payable hereunder as
follows: (i) an amount up to $5.00 per rentable square foot shall be credited
against the next installments) of Base Rent payable hereunder and (ii) any
amount in excess of $5.00 per rentable square foot shall, after the credit
described in the immediately preceding clause has been exhausted, be credited in
twelve equal installments against the next twelve Monthly Installments of Base
Rent.

4.3. Landlord and Tenant recognize and agree that floors
1, 7, 8 and 10 of the Centerpointe I Building constitute the Initial Space, that
the County of Fairfax ("County") has vacated the Initial Space and that Landlord
has made the Initial Space available to Tenant for Tenant Work on the date
hereof. Except for the 4th floor of the Centerpointe II Building, which shall be
used by the County for storage until February 28, 1993, Landlord shall make the
Subsequent Space available for possession by Tenant no later than December 31,
1992. If for any reason Landlord is unable to so deliver the Subsequent Space,
Landlord agrees to pay to Tenant, as Tenant's sole remedy for Landlord's
inability to deliver the Subsequent Space as aforesaid (as reimbursement for the
actual holdover penalty that Tenant will incur under its present lease for
premises located at 1525 Wilson Boulevard, Arlington, Virginia) (the "Wilson
Boulevard Lease"), an amount up to $75,000 per month, to be pro rated on a per
them basis if permitted under the Wilson Boulevard Lease (the "Holdover
Payment") and to the extent that such failure to deliver any segment of the
Subsequent Space causes Tenant to have less than 120 days to complete the Tenant
Work for any segment of the Subsequent Space, the Subsequent Rent Commencement
Date for such segment(s) of the Subsequent Space shall be extended by the number
of days needed to provide Tenant with 120 days to complete the Tenant Work.

5. Use of the Premises. Tenant shall not use or occupy, or
permit or suffer to be used or occupied, the Premises or any part thereof, other
than for the Permitted Use (set forth in Article 1.8), and except for any retail
uses that may be permitted on the first floor of the Centerpointe I Building
pursuant to Article 14.1.2 below.

6. Base Rent.

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<PAGE> 10

6.1.1. Covenant to Pay. Tenant covenants that it shall,
without any demand therefor and without set off or deduction whatsoever (except
as may be expressly permitted pursuant to Article 53.2 below), pay to Landlord
at Landlord's Address (set forth in Article 1.9) or to such other person and at
such other place as Landlord may from time to time designate in writing, in
lawful money of the United States of America, rent at the annual rate of the
Base Rent. Base Rent shall be payable monthly in installments (each a "Monthly
Installment of Base Rent"), in advance on or before the first day of each and
every calendar month during the Term from and after the Rent Commencement Date,
as to the Initial Space, and from and after the applicable Subsequent Rent
Commencement Date, as to each applicable segment of the respective Subsequent
Space.

6.1.2. Advance Deposit of Base Rent. At the time of
execution of this Lease Tenant shall pay to Landlord an amount equal to the
first Monthly Installment of Base Rent for the Initial Space, to be applied by
Landlord on the Rent Commencement Date.

6.2. Partial Month. If the Rent Commencement Date or a
Subsequent Rent Commencement Date is other than the first day of a month, Rent
(defined in Article 50.12), including, without limitation, Base Rent, due from
such date until the first day of the following month shall be prorated and shall
be payable on the Rent Commencement Date or the Subsequent Rent Commencement
Date, as applicable.

6.3. Escalation of Base Rent. Commencing on May 1, 1994
("Escalation Date"), and on the first day of each May during the Term thereafter
(each a "Subsequent Escalation Date") (each such period from and after the
Escalation Date to the date which is one day prior to the next Subsequent
Escalation Date being herein defined as an "Escalation Period"), Base Rent per
rentable square foot shall be increased for each Escalation Period by an amount
equal to Two and Twenty-Five One Hundredths percent (2.25%) multiplied by the
difference between (i) Base Rent per rentable square foot, at the rate effective
on the day before the applicable Subsequent Escalation Date and (ii) the sum of
the Base Year Operating Expenses and the Base Year Real Estate Taxes per
rentable square foot. In addition to the foregoing escalation of Base Rent, the
Base Rent then in effect shall be increased by One Dollar ($1.00) per rentable
square foot at the beginning of the sixth (6th) Lease Year and by Two Dollars
($2.00) per rentable square foot at the beginning of the eleventh (11th) Lease
Year. By way of illustration of the foregoing formula, if the sum of Base Year
Operating Expenses and Base Year Real Estate Taxes per rentable square foot is
Five Dollars ($5.00), then on the Escalation Date Base Rent per rentable square
foot will increase to $13.90 per rentable square foot from and after the
Escalation Date until the next Subsequent Escalation Date.

6.4. Independent Covenant; Survival. Tenant's covenant to
pay the Base Rent is independent of any other covenant, agreement, term or
condition of this Lease (subject to Article 53.2 below). Without limitation on
other obligations of Tenant which shall survive the expiration of the Term, the
obligation of Tenant to pay Base Rent shall survive the expiration of the Term.

7. Additional Rent.

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<PAGE> 11

7.1. Covenant to Pay. In addition to paying Base Rent,
Tenant covenants that it shall without (except as may be otherwise expressly
provided herein) any demand therefor and without set-off or deduction whatsoever
(subject to Article 53.2 below), pay to Landlord at Landlord's Address or to
such other person and at such other place as Landlord may from time to time
designate in writing, in lawful money of the United States of America, within
thirty (30) days of a statement of the amount due therefor (except as provided
in Article 7.5 with respect to estimated payments of Additional Rent and except
that if a different period for payment is specifically set forth, said different
period shall control) the following in this Article 7 (collectively, "Additional
Rent"):

7.1.1. Real Estate Taxes. "Net Real Estate Taxes", as
defined below.

(a) Tenant's Centerpointe I Proportionate Share
(as defined in Article 50.16 below) of Real Estate Taxes (as defined in Article
50.11) for the Centerpointe I Building in excess of Tenant's Centerpointe I
Proportionate Share of Base Year Real Estate Taxes for the Centerpointe I
Building ("Centerpointe I Net Real Estate Taxes").

(b) Tenant's Centerpointe II Proportionate
Share (as defined in Article 50.16) of Real Estate Taxes for the Centerpointe II
Building in excess of Tenant's Centerpointe II Proportionate Share of Base Year
Real Estate Taxes for the Centerpointe II Building ("Centerpointe II Net Real
Estate Taxes").

(c) Tenant's Centerpointe I Net Real Estate
Taxes and Tenant's Centerpointe II Net Real Estate Taxes are herein defined as
"Net Real Estate Taxes".

(d) Upon the written request of Tenant, during
any year of the Term of this Lease, Landlord shall deliver a copy of the real
property tax assessment for the Buildings for that year and shall inform Tenant
whether or not Landlord intends to institute an appeal ("Tax Appeal") of the
real property tax assessment for either or ' both of the Buildings. If,
notwithstanding Landlord's intention not to appeal the real property tax
assessment in a particular year, Tenant in its reasonable judgment determines
that a Tax Appeal should be filed, then Tenant shall deliver written notice of
such determination to Landlord no later than the earlier of (i) thirty (30) days
following Landlord's delivery of Landlord's notice of its decision not to file a
Tax Appeal, or (ii) thirty (30) days prior to the deadline for filing the Tax
Appeal. In such event, Landlord, with counsel designated by Landlord, shall file
and prosecute a Tax Appeal with the same diligence as if Landlord had itself
made the determination to undertake such Tax Appeal, and Tenant may participate
and consult with Landlord in such proceedings. The cost and expense of any Tax
Appeal shall be an Annual Operating Cost, as defined in Article 7.4.1 below. In
the event Landlord receives a rebate or refund of any Real Estate Taxes with
respect to which Tenant has contributed its Proportionate Share hereunder,
Landlord shall deliver to Tenant its Proportionate Share of the rebate or
refund, up to an amount which is equal to the sum of the Net Real Estate Taxes
which may have been paid by Tenant in that year, within thirty (30) days after
the receipt thereof by Landlord.

(e) For the Lease Year commencing January 1,
1996 the parties shall adjust Base Year Real Estate Taxes if the average of the
assessments for the Buildings (as opposed

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to changes in the tax rate or the percentage of the assessment upon which the
rate is based) for calendar years 1993, 1994 and 1995 ("Three Year Average
Assessment") deviates from the 1993 Base Year assessment ("Base Year
Assessment") by more than 5%. If the Three Year Average Assessment is not 5%
higher or 5% lower than the Base Year Assessment, Base Year Real Estate Taxes
shall continue to be 1993 calendar year Real Estate Taxes by the tax rate
effective in calendar year 1993. There shall be no readjustment of Tenant's
Proportionate Share of Real Estate Taxes for Lease Years 1993, 1994 or 1995. If
Base Year Real Estate Taxes are adjusted pursuant to this Article 7.1.1(e), the
escalations to Base Rent made pursuant to Article 6.3 shall be recalculated on
the basis of the adjusted Base Year Real Estate Taxes, and any underpayment or
overpayment of the Base Rent made prior to the adjustment of Base Year Real
Estate Taxes on the basis of the 1993 Base Year Real Estate Taxes during any
Escalation Period shall be paid by Tenant to Landlord, or by Landlord to Tenant,
within thirty (30) days of such recalculation.

7.1.2. Lease Taxes. All Lease Taxes (defined in Article
50.7), unless Tenant shall be prohibited by law from paying the same, in which
event Landlord shall be entitled, at its election, to terminate this Lease by
written notice to Tenant, and Landlord and Tenant shall enter into a new lease
which will provide Landlord with economic benefits of an economic value as
closely as is equitably possible to the economic benefits that Landlord would
have enjoyed had Tenant been lawfully permitted to pay such Lease Taxes.

7.1.3. Tenant Electricity. From and after the date on which
Tenant commences the conduct of its business therein for the Permitted Use, as
to the Initial Space, and as to any Subsequent Space, Tenant shall pay to
Landlord as Additional Rent, within thirty (30) days after receipt from Landlord
of each statement of the amount due, Landlord's actual cost in each period
chosen by Landlord, of supplying such quantity of electricity ("Tenant
Electricity") as is consumed by Tenant in the Premises ("Tenant Electricity
Costs"). Tenant Electricity shall include the electricity supplied to the common
areas of the interior portion (excluding the garage) of the Centerpointe I
Building (including, without limitation, the cost for taxes, fuel adjustment
charges, transfer charges and other like charges regularly passed on to the
consumer by the public utility furnishing electricity to the Buildings). Tenant
Electricity Costs shall be determined by Landlord (i) on the basis of a submeter
installed by Landlord, at Landlord's expense on the first floor of the
Centerpointe I Building and (ii) on the basis of a separate submeter for the
third, fourth and, if and when leased by Tenant pursuant to the first offer
rights described in Article 61 and the expansion rights described in Article 62,
on any other full floors of the Centerpointe II Building, all such meters to be
installed by Landlord at Landlord's expense. For any floor less than a full
floor in the Centerpointe II Building, Tenant Electricity Costs applicable to
such floor shall be determined by deeming Tenant's obligation to be equal to
that fractional share of Tenant Electricity Costs, the numerator of which is the
Rentable Area of the Premises on that floor and the denominator of which is the
Rentable Area of all leased premises on such floor of the Centerpointe II
Building which share a common electrical submeter and which were occupied during
the period in question, with equitable adjustments being made for occupancy
during only portions of such period. The calculation of the billing in said
statement shall be determined by Landlord in good faith, using reasonable
accounting principles, it being understood that Landlord shall not derive any
profit from the supplying of electricity. Landlord shall pass on to Tenant the
benefit of any bulk or

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<PAGE> 13

discount rates for electricity that Landlord is able to obtain for the Buildings
and Landlord agrees to use its best efforts to obtain such reduced rates.

7.1.4. Other Sums. All other sums payable under this Lease
for any purpose, whether or not they are expressly designated as "Additional
Rent" or rent or would otherwise be considered rent, are herein payable as
"Additional Rent".

7.2. Independent Covenant: Survival. Tenant's covenant to
pay the Additional Rent is independent of any other covenant, agreement, term or
condition of this Lease (subject to Article 53.2 below). Without limitation on
other obligations of Tenant which shall survive the expiration of the Term, the
obligation of Tenant to pay Additional Rent shall survive the expiration of the
Term.

7.3. Partial Year. If the Rent Commencement Date is not
the first day of a calendar year or if the expiration date of the Term is not
the last day of a calendar year, the amount computed as Additional Rent with
respect to such partial calendar year under this Article 7 shall be prorated in
proportion to the portion of such calendar year falling within the Term.

7.4. Operating Costs. Tenant shall also pay as
"Additional Rent", "Net Annual Operating Costs", as defined below.

(a) Tenant's Centerpointe I Proportionate Share
of Annual Operating Costs for the Centerpointe I Building in excess of Tenant's
Centerpointe I Proportionate Share of Base Year Operating Costs for the
Centerpointe I Building ("Centerpointe I Net Annual Operating Costs");

(b) Tenant's Centerpointe II Proportionate
Share of Annual Operating Costs for the Centerpointe II Building in excess of
Tenant's Centerpointe II Proportionate Share of Base Year Operating Costs for
the Centerpointe II Building ("Centerpointe II Net Annual Operating Costs");

(c) Tenant's Centerpointe I Net Annual
operating Costs and Tenant's Centerpointe II Net Annual Operating Costs are
together defined as "Net Annual Operating Costs".

7.4.1. The term "Annual Operating Costs" shall mean the direct
actual costs to Landlord, determined consistently on a cash, accrual or modified
accrual basis, at Landlord's option, of operating and maintaining the Property
during each calendar year of the Term. Consistent with the operation of a first
class office building in the Northern Virginia area, Landlord agrees to use its
reasonable efforts to minimize Annual Operating Costs to the same extent as if
the entire burden thereof were an unreimbursable obligation of Landlord. Such
'costs shall include, by way of example rather than of limitation, (A) charges
for, and taxes on, the furnishing to the Property of water and sewer service,
electric energy to common areas (other than interior common areas of the
Centerpointe I Building, the payment of which is governed by Article 7.1.3
above) and, if the building systems should be converted to receive the same,
steam or fuel and other utility services; (B) costs of elevator service,
maintenance of the Property, janitorial service and trash removal; (C)

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charges for governmental permits; (D) wages, salaries and benefits of employees
of Landlord, or of any management company, who are directly involved in
management of the Property (which costs shall be equitably allocated among the
buildings serviced by such employee), and management fees, overhead and
expenses; (E) premiums for hazard, rent, liability, worker's compensation and
other insurance; (F) costs arising under service contracts; (G) legal, auditing
and other professional and consulting fees; (H) repairs, replacements and
improvements which are in Landlord's reasonable judgment necessary to cause the
Buildings to comply with changes in existing law arising from and after the date
hereof or those which reduce or are expected or intended to result in a net
reduction (taking into account the cost of such improvement) in Annual Operating
Costs, in which case the cost thereof shall be included in Annual Operating
Costs as set forth in Article 7.4.3 below; (I) taxes, including the Fairfax
County BPOL gross receipts and gross expenditures taxes (other than Real Estate
Taxes and state and federal income taxes and any other income, profit,
franchise, capital stock, excise, estate, gift, succession, transfer or
recordation tax or levy); (J) charges, if any, for the Buildings' share of the
costs of (i) any common means of vehicular access and loading facilities and
(ii) common facilities which the Buildings may share with others, (K) the cost
of all other items which under standard accounting practices constitute
operating or maintenance costs which are reasonably allocable to the Property or
any portion thereof.

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7.4.2. The term "Annual Operating Costs" shall not include:
(A) depreciation; (B) principal and interest on encumbrances; (C) ground rents;
(D) costs actually reimbursed through insurance proceeds to repair or replace
damage by fire or insured other casualty; (E) compensation and benefits of
executive officers of Landlord (or its managing agent above the level of
building manager; (F) Electricity Costs)(defined in 1,101--Article 7.1.4); (G)
commissions payable to leasing brokers and advertising costs and other
marketing expenses associated with procuring new tenants; (H) expenditures for
capital improvements except those referred to in Section 7.4.1(H); (I) costs
actually reimbursed by condemnation awards or under contractor warranties; (J)
costs of preparing tenant space for other tenants; (K) legal fees relating to
preparation of tenant leases, financing of the Buildings and violations by the
Landlord or any tenant under tenant leases; (L) fees or charges paid to any
Affiliate of Landlord to the extent such fees or charges exceed the fees or
charges that would have been incurred to an independent entity in an arm's
length transaction; (M) cost of utilities and services furnished to retail
tenants who pay directly for such utilities and services under their leases;
(N) costs of original artwork; (0) costs of furnishing any additional or
special service to any tenant, if such service is not also available to Tenant
at no charge; (P) costs of upgrading the common areas of the Buildings beyond
the level of maintenance, repair, modification and replacement necessary to
preserve the first class standard of quality prevailing in such areas on the
date of this Lease; (Q) the cost of any fine for Landlord's failure to comply
with any laws for which this Lease imposes the obligation on Landlord to
comply, (R) the wages and benefits of any personnel employed to manage the
garage; (S) the cost of any personnel, materials or services shared by the
Buildings and any other buildings owned or operated by Landlord, to the extent
reasonably allocable to such other buildings; (T) annual increases in rent for
the space occupied by the management office in a Building in excess of annual
increases in the Consumer Price Index (CPI-W), DC-MD-VA; and (U) phase outs of
chlorofluorocarbon refrigerants which do, not result in a net decrease in
Annual Operating-Costs.

7.4.3. If there shall be purchased any item of capital
equipment or made any capital expenditure required by changes in existing law or
designed to result in net savings or reductions in Annual Operating Costs
(including any phase outs of chlorofluorocarbon refrigerants which result in a
net decrease in Annual Operating Costs) incurred or expected to be incurred or
in Electricity Costs applicable to the Buildings generally, then the costs for
same shall be included in Annual Operating Costs for the calendar year in which
the costs are incurred and subsequent calendar years, on a straight line basis,
to the extent that such items are amortized over their useful life, as
determined pursuant to Generally Accepted Accounting Principles, with an
interest factor equal to the Landlord's actual cost of funds. If there shall be
leased any capital equipment to meet requirements of the law or designed to
result in savings or reductions in Annual Operating Costs, or in Electricity
Costs applicable to the Buildings generally, then the rental and other costs
paid for such leasing shall be included in Annual Operating Costs for the
calendar years in which they were incurred, but only to the extent that the
amortized cost of such items could have been included hereunder had they been
purchased.

7.4.4. In determining Annual Operating Costs for any year,
including Base Year Operating Expenses, if for thirty (30) or more consecutive
days less than 100% of the Rentable Area of the Centerpointe I Building or the
Centerpointe II Building shall have been occupied by tenants, or if any tenant
is separately obtaining janitorial services or any other services being

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furnished by Landlord hereunder, then Annual Operating Costs shall be deemed for
such year to be an amount equal to the like expenses that would normally be
expected to be incurred had such occupancy of the Centerpointe I Building and
the Centerpointe II Building been at least 100% throughout such year, and had
Landlord been furnishing all customary services to tenants, as reasonably
determined by Landlord. In making the adjustment called for under this Article
7.4.4, Landlord shall not adjust any element of Annual Operating Costs which
would not vary with the occupancy rate of the Buildings. This Article 7.4.4
shall not be applied in a manner which would enable Landlord to recover from the
tenants in either Building any amount in excess of the costs actually incurred
by Landlord that are attributable to the occupied premises in such Building.

7.4.5. If, at any time during the Term of this Lease Tenant
shall vacate all or any portion of the Premises (and such portion of the
Premises shall not be occupied by any assignees or sublessees of Tenant), then,
to the extent that Landlord is able to suspend janitorial services for such
portion of the Premises vacated by Tenant and receive a reduction of the amounts
owing under Landlord's janitorial contract, Landlord shall credit against
Tenant's Base Rent obligation under this Lease the amount by which Landlord is
able to reduce its janitorial costs with respect to the vacant space (but not by
more than the janitorial costs incurred with respect to such space in the Base
Year).

7.5. Payment of Estimated Additional Rent. Anything
contained in this Lease to the contrary notwithstanding, Landlord shall be
entitled, at its discretion, to make reasonable estimates, prior to April 30 of
each calendar year, of the amounts of Additional Rent to become due for Net
Annual operating Costs and Net Real Estate Taxes for any full or partial
calendar year under this Article, and to require Tenant to pay, (i) in the case
of Net Annual Operating Costs, such estimated amounts in equal monthly
installments on the first day of each month during each calendar year, and (ii)
in the case of Net Real Estate Taxes, such estimated amounts in equal monthly
installments on the first day of each month during a 12-month period ending not
more than 60 days before the last day in each calendar year when any annual Real
Estate Tax may be paid without interest or penalty; provided, however, that
whenever an estimate of Additional Rent shall be revised as aforesaid, Landlord
shall have the right to increase the monthly installments to be paid thereafter
for that category so that such installments, when added to the installments
which Tenant was theretofore required to pay for the same category, shall equal
the increased estimate. Landlord's estimate of Annual Operating Costs for the
upcoming calendar year shall not exceed the Annual Operating Costs incurred
during the preceding calendar year by more than ten percent (10%). After the end
of each calendar year (for Net Annual Operating Costs) or the end of the
applicable 12-month period (for Net Real Estate Taxes), Landlord shall cause the
actual amount of such Additional Rent to be computed and statements thereof to
be sent to Tenant; and Tenant shall, within 30 days after any statement is sent
to Tenant, pay to Landlord the amount of any deficiency shown therein. If such
statement shall show that Tenant has made an overpayment, Tenant shall receive a
credit to the extent of such overpayment, which credit shall be made against the
installment of Base Rent next falling due hereunder, or refunded to Tenant if
occurring at the end of the Term, and Landlord's obligation to fund such a
refund shall survive the expiration of the Term of this Lease.

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<PAGE> 17

7.6. Disputes. Unless Tenant, within 180 days after
Landlord shall deliver to Tenant Landlord's computation of Base Year Operating
Expenses and Base Year Real Estate Taxes, or any other statement of Additional
Rent, shall give notice to Landlord that Tenant disputes said statement,
specifying in detail the basis for such dispute, each statement furnished to
Tenant by Landlord under any provision of this Article shall be conclusively
binding upon Landlord and Tenant as to the particular Additional Rent due from
Tenant for the period represented thereby. Pending resolution of any dispute,
Tenant shall pay the Additional Rent in accordance with the statements furnished
by Landlord. Notwithstanding the foregoing, if Tenant in any year shall timely
elect to cause an audit to be performed of Landlord's statement, and the audit
reveals, in Tenant's reasonable judgment, that a component of the Annual
Operating Costs may have been incorrectly charged in the past, Tenant shall have
the right to review Landlord's books as to that item only, for the three
calendar years prior to the year in which the audit is performed and any
discrepancies shall be adjusted, and any reimbursement of the cost of the audit,
shall occur as provided below (except that the standard of a 5% discrepancy
giving rise to an obligation on the part of Landlord to reimburse Tenant's audit
costs shall relate to the components of Operating Costs that Tenant was entitled
to audit for such prior years, rather than to Operating Costs in the aggregate).
Landlord agrees, upon prior written request, to make Landlord's books and
records which are relevant to any operating statement available at Landlord's or
its agent's offices during normal business hours for inspection by Tenant and by
a "Big Six" accounting firm (or other national or regional accounting firm to be
approved by Landlord, which approval shall not be unreasonably withheld or
delayed) representing Tenant at Tenant's sole expense (unless Tenant's
inspection or audit discloses a discrepancy of more than five percent (5%) in
the Annual Operating Costs, 'in which event the audit or inspection shall be at
Landlord's expense), provided that any disputed amounts shall have been paid by
Tenant to Landlord. Any discrepancy disclosed by the inspection or audit by
Tenant's "Big Six" accounting firm (or other national or regional accounting
firm approved by Landlord as aforesaid) shall be corrected by payment of any
shortfall to Landlord by Tenant within thirty (30) days after the discrepancy is
revealed, or by a credit against the next payment(s) of Base Rent or Additional
Rent hereunder.

8. Late Charge; Interest. If any payment or any part thereof to
be made by Tenant to Landlord pursuant to the terms of this Lease shall become
overdue for a period in excess of five (5) calendar days, a "Late Charge" of
$.03 for each dollar so overdue shall be paid by Tenant for the purpose of
defraying the expense incident to handling such delinquent payment, together
with interest from the date when such payment or such part thereof was due, at
the Lease Interest Rate (defined in Article 50.6). The foregoing "Late Charge"
(but not interest at the Lease Interest Rate) shall not be payable, however, for
the first two (2) infractions during any twelve (12) month period. Nothing
herein shall be construed as waiving any rights of Landlord arising out of any
default of Tenant, by reason of Landlord's imposing or accepting any such Late
Charge or interest; the right to collect the Late Charge and interest is
separate and apart from any rights relating to remedies of Landlord after
default by Tenant including, without limitation, the rights of Landlord pursuant
to Article 31 of this Lease.

9. Services.

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9.1. Landlord agrees that when Tenant occupies the Initial
Space and the Subsequent Space for the Permitted Use, it shall provide or cause
to be provided the following:

9.1.1. HVAC. In accordance with standards appropriate for a
first-class office building attached hereto as Exhibit "G", furnish heat,
ventilation and air-conditioning to the Premises during ordinary Business Hours
(defined in Article 50.8) by a "Variable Air Volume System", subject to the
following: (A) Heating and/or air-conditioning supplied to Tenant during times
other than Ordinary Business Hours ("HVAC Off-Hours") required by Tenant shall
be supplied on a floor-by-floor basis upon reasonable prior notice, and shall be
paid for by Tenant as Additional Rent within 30 days after Tenant's receipt of
each bill therefor, at the "HVAC Off-Hours Rate" (defined in Article 50.4); (B)
Landlord shall not be responsible for the failure of the heating or
air-conditioning system to meet the aforesaid standards if such failure results
from occupancy of the Premises by more than an average of one person for each
100 square feet of usable space or if Tenant uses equipment and the combined
electrical load of Tenant's equipment exceeds 4.0 watts, 120 volts per square
foot of floor area in any one room or area; (C) In addition, if the Premises are
used in a manner exceeding the aforementioned occupancy or electric load
criteria, Tenant shall pay to Landlord as Additional Rent, within 30 days after
Tenant's receipt of each bill therefor, Landlord's costs of supplying heating or
air conditioning resulting from such excess, at such rates as Landlord shall
establish therefor; (D) If, due to the use of the Premises in a manner exceeding
the aforementioned occupancy or electrical load criteria or if Tenant has
requested and installed a supplemental HVAC system, or due to the arrangement of
partitioning or the distribution system within the Premises, impairment of
normal operation of the heating or air-conditioning in the Premises results,
necessitating changes in the heating or air-conditioning distribution system
within the Premises, such changes may be made by Landlord upon request by
Tenant, subject to the provisions of Article 9.2 of this Article 9; Tenant shall
pay to Landlord as Additional Rent the cost of any such change within 30 days
after Tenant's receipt of a bill therefor; (E) Tenant agrees at all times to
cooperate fully with Landlord and to abide by all necessary regulations and
requirements which Landlord may prescribe for the proper functioning and
protection of the heating and/or air-conditioning system; (F) The foregoing
heating and air-conditioning services shall be subject to any statute,
ordinance, rule, regulation or resolution for energy conservation which may be
promulgated by any governmental agency or organization and which Landlord shall,
in Landlord's reasonable opinion, be by law required to abide by.

9.1.2. Elevators. Provide passenger elevator service to the
Premises during ordinary Business Hours, with two elevators in each Building
subject to call at all other times. Provide freight elevator service to the
Premises subject to reasonable scheduling by Landlord.

9.1.3. Access. Furnish to Tenant's employees and agents
access to the Premises (including the fire stairs for transportation between
floors of the Premises, subject to any code requirements) and garage at all
times, subject to compliance with such reasonable security measures as shall be
from time to time in effect for the Buildings. In addition, Tenant shall have
such access to the roof of the Buildings as will be necessary for Tenant to
construct and maintain the alterations as described in Article 15.2 below.
Tenant may use (i) the kitchen exhaust shaft in the Centerpointe I Building for
data and telecommunications wiring, unless Landlord elects to

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terminate such right in order to increase the fresh air capacity in the
Centerpointe I Building, and (ii) the existing auxiliary cooling towers on the
roof of the Centerpointe I Building.

9.1.4. Janitorial. Provide to the Premises janitorial
service in accordance with the schedule annexed hereto as Exhibit "E". Any and
all additional or specialized janitorial service desired by Tenant shall be
contracted for by Tenant directly and the cost and payment thereof shall be the
sole responsibility of Tenant.

9.1.5. Water. Provide hot and cold water, and lavatory and
toilet fixtures at the Buildings' core, and water fountains, on each floor.

9.1.6. Public Areas. Keep and maintain the public areas of
the Buildings clean and in good working order, and the sidewalks adjoining the
Buildings clean and in good repair and substantially free from accumulations of
snow and ice.

9.1.7. Repairs. Make all structural repairs to the
Buildings, all repairs which may be needed to the mechanical, HVAC, electrical
and plumbing systems in and servicing the Premises, and all repairs to exterior
or atrium windows and glass (including caulking and weather-stripping) and all
repairs to the common and public areas and facilities of the Buildings and the
Property (including those portions of the Centerpointe I Building that would be
common or public areas if such Building was a multi-tenant Building).

9.1.8. Electricity. Furnish electric energy as required by
Tenant for general light and power use in the Premises, in addition to the
electric energy required by Tenant for distribution of the Buildings' heating,
ventilation and air-conditioning systems to the Premises, all subject to the
following:

(a) With respect to light fixtures standard in
the Buildings, Landlord shall furnish and install all replacement fluorescent
tubes, starters, lamps and ballasts required in the Premises, with the expense
thereof to be included in Annual Operating Costs.

(b) Tenant's use of electric energy in the
Premises shall not at any time exceed the capacity of any of the electrical
conductors and equipment in or serving the Premises. In the event that Tenant
shall require electric energy for use in the Premises (exclusive of such
electric energy as is required for distribution of the heating, ventilating and
air-conditioning systems to the Premises) in excess of 4.0 watts per square foot
as hereinabove provided, and if, in Landlord's reasonable judgment, Landlord's
facilities are inadequate for such additional requirements and if electric
energy for such additional requirements is available to Landlord, Landlord, upon
written request and at the cost and expense of Tenant, will furnish and install
such additional wires, risers, conduits, feeders, switchboards and circuit
panels as reasonably may be required to supply such additional requirements of
Tenant, provided (x) that the same shall be permitted by applicable laws and
insurance regulations, (y) that, in Landlord's reasonable judgment, the same are
necessary and will not cause damage or injury to the Buildings or the Premises
or cause or create a dangerous or hazardous condition or entail excessive or
unreasonable alterations or repairs or interfere with or disturb other tenants
or occupants and (z) that Tenant, at Tenant's expense, shall, concurrently with
the making of such written request, execute and deliver

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to Landlord Tenant's written undertaking, in form and substance reasonably
satisfactory to Landlord, obligating Tenant to fully and promptly pay the entire
cost and expense of so furnishing and installing any such additional wires,
risers, conduits, feeders, switchboards, and/or circuit panels, subject to
Article 9.2 of this Article 9.

9.2. Tenant shall not install any equipment of any kind
whatsoever which might necessitate any changes, replacements or additions to any
of the heating, ventilating, air-conditioning, electric, sanitary, elevator or
other systems serving the Premises or any other portion of the Buildings, or to
any of the services required of Landlord under this Lease, without the prior
written consent of Landlord, which shall not be unreasonably withheld so long as
there is no adverse impact on any other tenant of a Building and there is no
other adverse impact on the structural integrity of the Buildings, and in the
event such consent is granted, such replacements, changes or additions shall be
paid for by Tenant at Tenant's sole and exclusive expense. At the expiration or
earlier termination of the Term, Tenant shall pay Landlord's cost of restoring
such systems to their condition prior to such replacements, changes or additions
if at the time that Landlord granted its consent to the replacements, changes or
additions, Landlord conditioned its consent to their removal at the end of the
Term or earlier termination of this Lease. Landlord agrees not to unreasonably
require the removal of systems that are customarily installed in office
buildings.

9.3. In case of accident, strikes, inability to obtain
supplies, breakdowns, repairs, renewals or improvements to the Buildings or
replacement of machinery therein, or for other cause deemed sufficient by
Landlord in its good faith judgment, the operation of the elevators or other
machinery or apparatus may be changed or suspended. As to heat, ventilation,
air-conditioning, cleaning, electricity, elevator, access, janitorial, water,
repairs and any other services provided to the Premises or Buildings, Landlord
shall not be responsible or liable in any way for any failure, defect in supply
or character of, interruption or inadequacy in the quantity or quality of the
same where caused by war, civil commotion, governmental restrictions or
regulations, strikes, labor disturbances, inability to obtain adequate supplies
or materials, casualties, repairs, replacements, or act or omission or
requirement of the public utility serving the Buildings, or any other cause
beyond Landlord's reasonable control whether similar or dissimilar to the
foregoing. Notwithstanding the foregoing, if any interruption of utilities or
services shall continue for more than five (5) consecutive business days and
shall render any portion of the Premises unusable for the normal conduct of
Tenant's business, and if Tenant in fact ceases to use and occupy such portion
of the Premises for the normal conduct of its business because of its inability
due to the interruption (other than, e.g., entry to retrieve files and other
materials), then all Rent payable hereunder with respect to such portion of the
Premises shall be abated retroactively to the first (1st) day of such
interruption and continuing until full use of such portion of the Premises is
restored to Tenant.

9.4. Any service which Landlord is required to furnish
hereunder may, at Landlord's option, be furnished from time to time in whole or
in part by employees of Landlord, by Landlord's managing agent or by others.

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9.5. Tenant understands that persons selected by Landlord
to provide services which Tenant is entitled to (or elects to) receive may be
allowed by Landlord to perform these or other services at the Centerpointe II
Building for other tenants at the direct cost and expense of tenants. Tenant
acknowledges that such persons are independent contractors and not agents or
instrumentalities of Landlord and that such arrangements as Tenant may enter
into with such persons are independent of this Lease. Landlord's engagement of
any such independent contractors shall not diminish or impair Landlord's
obligation to provide the services and the level of services required by this
Lease.

9.6. Landlord and Tenant acknowledge that janitorial
services for the Buildings shall initially be furnished by Red Coat, Inc.
Landlord shall not employ any other cleaning contractor for the Centerpointe I
Building without Tenant's prior written approval, which shall not be
unreasonably withheld, conditioned or delayed. In the event Tenant determines
that the janitorial services being furnished by Landlord pursuant to Article
9.1.4 above are unsatisfactory, in Tenant's reasonable judgment, Tenant shall
deliver written notice to Landlord specifying in detail the manner in which the
services are deemed deficient. If the deficiencies are not, in Tenant's
reasonable judgment, substantially corrected during the next succeeding sixty
(60) days, then Tenant may deliver a further notice to Landlord advising
Landlord of such fact and Landlord shall either terminate the contract for
janitorial services to the Buildings or submit the matter to arbitration in
accordance with Article 65 below. If the arbitrator decides in favor of Tenant,
Landlord shall terminate the contract for janitorial services to the Buildings.
Promptly thereafter, Landlord shall enter into a new contract for janitorial
services to the Buildings with a contractor approved by Tenant, such approval
not to be unreasonably withheld, conditioned or delayed. If the arbitrator
decides in favor of Landlord, Tenant shall be barred from sending the notice
permitted by this Article 9.6 for a one year period following such
determination.

9.7. Landlord and Tenant acknowledge that the Buildings
shall initially be managed by LPC Commercial Services, Inc. Landlord agrees that
the term of any management agreement for the Buildings shall not exceed two (2)
years, shall be terminable with cause upon sixty (60) days' prior written notice
and that the fee payable to any manager under each contract shall be at the
then-prevailing market rate for first class buildings comparable to the
Buildings in the Northern Virginia area. In the event Tenant determines that the
manager of the Buildings is not operating the Buildings in a first class manner,
in Tenant's reasonable judgment, then Tenant may deliver written notice to
Landlord specifying in detail the manner in which the operation of the Buildings
is deemed deficient. If the deficiencies are not, in Tenant's reasonable
judgment, substantially corrected during the next succeeding sixty (60) days,
then Tenant may deliver a further notice to Landlord advising Landlord of such
fact and Landlord shall either terminate the contract for management services to
the Buildings or submit the matter to arbitration in accordance with Article 65
below. If the arbitrator decides in favor of Tenant, Landlord shall terminate
the management contract for the Buildings. Promptly thereafter, Landlord shall
enter into a new contract for management services to the Buildings with a
managing agent approved by Tenant, such approval not to be unreasonably
withheld, conditioned or delayed. If the arbitrator decides in favor of
Landlord, Tenant shall be barred from sending the notice permitted by this
Article 9.7 for a one year period following such determination.

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9.8. In the event Tenant at any time after the Base Year
requests with specificity that Landlord adjust (either to increase or to
decrease) the level of services being furnished to the Centerpointe I Building,
Landlord agrees to confer with Tenant about such request and to make any
adjustment requested by Tenant that does not impair Landlord's operation and
maintenance of the Centerpointe I Building or adversely affect Base Year
Operating Expenses. Landlord agrees to consult with Tenant at Tenant's request
from time to time about the services being furnished hereunder to the
Centerpointe I Building, and not to adopt or materially modify an annual
operating budget for the Centerpointe I Building without first reviewing said
budget with Tenant.

10. Repairs and Condition of Premises. Tenant covenants that at
the expiration or other termination of this Lease, Tenant shall leave the
Premises, and during the Term will keep the same, in good order and condition,
ordinary wear and tear, damage by fire or other casualty alone excepted; and for
that purpose and except as stated, Tenant will make all necessary repairs and
replacements that are not the responsibility of Landlord under this Lease.
Tenant shall also at all times (subject to Article 9.1.4 hereof) remove all
dirt, rubbish, waste and refuse from the Premises and at the termination of the
Term will also have had removed all of Tenant's property therefrom, to the end
that Landlord may again have and repossess the entire Premises in good order and
condition. In the event that any repair is required by reason of such removal or
any negligence or abuse of Tenant or its agents or employees, Landlord may,
after providing Tenant with notice (except in cases of emergency) of Landlord's
intent to make such repair and Tenant's failure to make such repair within five
(5) days of receipt of such notice, make such repair and Tenant shall, upon
demand pay to Landlord as Additional Rent the cost actually and reasonably
incurred by Landlord thereof, together with interest thereon at the Lease
Interest Rate.

11. Compliance with Law. Tenant agrees to comply promptly with
all laws, ordinances, regulations and other requirements whatsoever, including
without limitation environmental laws, of any and all Federal, State, or local
authorities or of the Board of Fire Underwriters or any insurance organizations,
associations or companies, with respect to the Premises and any property owned
or leased by Tenant and located within the Premises, subject, however, to
Landlord's obligations under Article 9 above, this Article 11 and Article 52
below. Landlord and Tenant each agree that neither shall knowingly do or commit,
or suffer to be done or committed anywhere in the Buildings, any act or thing
contrary to any of the laws, ordinances, regulations and requirements
hereinabove referred to in this Article. Tenant shall give Landlord prompt
written notice of any accident in the Premises and of any breakage, defect or
failure in any of the systems or equipment servicing the Premises. Landlord
shall be responsible for any required compliance with legal requirements
relating to the condition of the base Buildings (not relating to tenants'
individual uses of their premises or any tenant work associated with their
premises). If a condition exists such that if Tenant were to complete the Tenant
Work as provided herein Tenant would be unable to obtain the required
certificate of occupancy (or nonresidential use permit, if applicable) so that
Tenant would be unable to lawfully occupy the Premises for the Permitted Use
because of any violation of a legal requirement relating to the condition of the
base Buildings as aforesaid, Tenant shall notify Landlord in writing of such
violation. Landlord shall use its best efforts to cure the defect and shall have
ninety (90) days to satisfy such legal requirement or to obtain the certificate
of occupancy (or non-residential use permit, if applicable) on behalf of Tenant.
There shall be an equitable abatement of Rent for portions of the Premises

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which Tenant would not lawfully be able to occupy equal to the length of the
period that Tenant is actually delayed in occupying that space. If Landlord has
not satisfied the legal requirement or otherwise obtained the certificate of
occupancy (or non-residential use permit, if applicable) for Tenant within such
ninety (90) days, Tenant shall have the right to terminate this Lease which
shall be Tenant's sole remedy under this Article 11.

12. Estoppel Certificate.

12.1. Tenant shall from time to time, within fifteen (15)
days after Landlord's request or that of any mortgagee of Landlord, execute and
deliver to Landlord a written instrument certifying (i) that this Lease is in
full force and effect and has not been modified, supplemented or amended (or, if
there have been modifications, supplements or amendments, that it is in full
force and effect as modified, supplemented or amended, and stating such
modifications, supplements and amendments); (ii) the dates to which Base Rent
and Additional Rent and any other charges arising hereunder have been paid;
(iii) the amount of any prepaid rents or credits due Tenant, if any; (iv) if
applicable, that Tenant has accepted possession and has entered into occupancy
of the Premises, and certifying the Lease Commencement Date, each Subsequent
Lease Commencement Date, the Expansion Space Lease Commencement Date (as defined
in Article 62 below), the Rent Commencement Date, each Subsequent Rent
Commencement Date, the Expansion Space Rent Commencement Date (as defined in
Article 62 below) and the Termination Date; (v) whether or not, to the best
knowledge of the Tenant, all conditions under the Lease to be performed by
Landlord prior thereto have been satisfied and whether or not Landlord is then
in default in the performance of any covenant, agreement or condition contained
in this Lease and specifying each, if any, unsatisfied condition and each, if
any, default of which the signer may have knowledge; and (vi) any other fact or
condition reasonably requested. Any certification delivered pursuant to the
provisions of this Article shall be intended to be relied upon by Landlord or
any of its partners and any mortgagee or prospective mortgagee or purchaser of
the Property or of any interest therein.

12.2. The failure of Tenant to execute, acknowledge and
deliver to Landlord a written instrument in accordance with the provisions of
this Article 12 within the fifteen (15) day period above provided shall
constitute an acknowledgment by Tenant, which may be relied upon by any
mortgagee or prospective mortgagee or any purchaser of either or both of the
Buildings or of any interest therein, that this Lease has not been modified,
supplemented or amended except as set forth in Landlord's request, and is in
full force and effect (or in full force and effect as so modified, supplemented
or amended), that the Base Rent, Additional Rent and any other charges arising
hereunder have not been paid beyond the respective due dates immediately
preceding the date of such request, that Tenant has no right of set-off or other
defense to this Lease and of the truth of such other facts and conditions as
shall have been requested to be certified, and shall constitute, as to any
person entitled to rely as aforesaid, a waiver of any defaults which may exist
prior to the date of such request. Notwithstanding the foregoing, Tenant's
failure to furnish such written instrument within five (5) days after Landlord's
second written request therefor, shall constitute a default under this Lease.

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12.3. Landlord agrees, upon not less than fifteen (15)
days after receipt of Tenant's written request, to execute and deliver a written
instrument to Tenant containing the statements and certifications set forth in
Article 12.1, with appropriate changes reflecting the identity of the parties
with respect to clause (v) of Article 12.1. Such statement of Landlord shall not
be binding on a Senior Holder with respect to those matters set forth in Article
58 below and may be relied upon by Tenant and any assignee or subtenant of
Tenant.

12.4. The failure of Landlord to execute and deliver to
Tenant a written instrument in accordance with the provisions of Article 12.3
within the fifteen (15) day period above provided shall constitute an
acknowledgment by Landlord, which may be relied upon by any prospective assignee
or subtenant of Tenant, that the Lease has not been modified, supplemented or
amended except as set forth in Tenant's request, and is in full force and effect
(or in full force and effect as so modified, supplemented or amended), that the
Base Rent, Additional Rent and any other charges arising hereunder have been
paid through the respective due dates immediately preceding the date of such
request, and of the truth of such other facts and conditions as shall have been
requested and certified, and shall constitute, as to any person entitled to rely
as aforesaid, a waiver of any defaults which may exist prior to the date of such
request. The provisions of this Article 12.4 shall not be binding upon any
Senior Holder with respect to those matters set forth in Article 58 below.

13. Rules and Regulations. Tenant agrees to observe the rules and
regulations for the Buildings attached hereto as Exhibit "F" and made a part
hereof and such additional reasonable rules and regulations and any
modifications thereto made from time to time by Landlord, which, in Landlord's
reasonable judgment, may be desirable for the use, entry, operation and
management of the Premises, the Property or the Buildings, each of which rules
and regulations and any additions and modifications thereto shall be deemed a
part of this Lease with the same effect as though written herein. Tenant
covenants that all such rules and regulations shall be faithfully observed and
complied with by Tenant, and to cause Tenant's agents, employees and invitees
and all those visiting the Premises or claiming under Tenant. Landlord agrees
not to apply the rules and regulations in a discriminatory manner as between
tenants of the Buildings.

14. Assignment and Subletting.

14.1.1. So long as Tenant is not in default under this
Lease, upon ten (10) days prior written notice to Landlord, Tenant shall have
the right at any time without Landlord's consent to sublet or otherwise permit
the occupancy of all or a portion of the Premises, or to assign this Lease to
any company or entity which is an Affiliate of Tenant or to any company or
entity which is wholly-owned by Tenant or to any company or entity which shall
acquire all of the stock or substantially all of the assets of Tenant. Any
sublessee or assignee permitted pursuant to this Article 14.1.1 without
Landlord's prior consent shall be bound by all restrictions on transfer under
this Article 14 generally.

14.1.2. Tenant shall not mortgage, pledge or encumber this
Lease, collaterally or otherwise. Except as provided in Section 14.1.1 above,
Tenant shall not assign this Lease, or sublet or underlet the Premises or any
part thereof, or permit any other person or entity to occupy

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the Premises or any part thereof, without on each occasion first obtaining the
written consent of Landlord, which consent shall not be unreasonably withheld,
conditioned or delayed by Landlord. Without limiting the foregoing, Tenant
acknowledges that it shall be reasonable for Landlord to withhold its consent if
such subtenant's or assignee's business is not suitable for a first-class office
building or would otherwise inhibit Landlord's marketing efforts or detract from
the value of the Buildings. Further, Landlord shall not unreasonably withhold or
delay its consent to a proposed sublease or subleases of portions of the first
floor of the Centerpointe I Building for retail uses which would constitute an
amenity to Tenant's employees, provided, however, any proposed retail sublease
must not conflict with the terms of any of the then-existing leases for the
Buildings, must be for an amount of space and type of use that complies with all
laws, including but not limited to zoning proffers for the Property, the
proposed use must be suitable for a first-class office building, and must not
otherwise inhibit Landlord's marketing efforts or detract from the value of the
Buildings and must otherwise be in form and substance reasonably satisfactory to
Landlord. In the event that Landlord should withhold its consent to a sublease
or assignment and Tenant should contest the reasonableness of Landlord's action,
the parties shall submit the matter to arbitration pursuant to Article 65 below.

14.2. Except for subleases and assignments permitted
pursuant to Section 14.1.1, at least 20 days prior to any proposed subletting or
assignment, Tenant shall submit to Landlord a statement seeking Landlord's
consent and containing the name and address of the proposed subtenant or
assignee, the terms of the proposed sublease or assignment and such financial
and other information available to Tenant with respect to the proposed subtenant
or assignee as Landlord may reasonably request. Landlord shall indicate its
consent or non-consent within 14 days of its receipt of Tenant's submission. If
Landlord has not responded to Tenant within such 14 day period, Tenant shall
deliver a second notice to Landlord advising Landlord of the proposed assignment
or sublease and Landlord's failure to respond to the second notice within 4 days
of receipt thereof shall be deemed to be consent to the proposed sublease or
assignment. Should Landlord agree to an assignment or sublease, Tenant will pay
to Landlord on demand a sum equal to all of Landlord's reasonable costs,
including reasonable attorneys' fees, incurred in connection with such
assignment or transfer. Landlord shall furnish written reasons for any
non-consent.

14.3. Tenant shall have 120 days from its receipt of
Landlord's consent as described in Article 14.2 of this Article 14 to enter into
the proposed sublease or assignment substantially in accordance with the terms
and with the identified subtenant or assignee described in Tenant's statement to
Landlord, and in accordance with such other terms required by this Lease, and
Tenant shall submit a fully executed sublease or assignment to Landlord.

14.4. A subletting shall not convey to any subtenant the
right to exercise or receive any lease renewal option rights or space option
rights of the Premises, special privileges or extra services granted to Tenant
by this Lease, or addendum or amendment thereto or letter of agreement. Any
sale, assignment, mortgage or transfer of this Lease or sublease of the Premises
which does not comply with the provisions of this Article 14 shall be void.

14.5. Except for subleases or assignments permitted by
Article 14.1.1, in the event that Tenant at any time desires to sublease or
assign all or part of its interest in the Premises

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or the Lease or any portion thereof which, when aggregated with all other
portions of the Premises then subject to subleases collectively comprises
greater than thirty-six percent (36%) of the Premises ("Proposed Recapture
Space"), then Tenant shall deliver a notice to Landlord ("Recapture Notice")
advising Landlord of such fact and specifying in good faith the date as of which
Tenant desires the assignment or sublease to take effect (the "Proposed Transfer
Date"). Tenant may deliver the Recapture Notice prior to identifying a
prospective assignee of this Lease or sublessee of the Proposed Recapture Space.
Landlord shall have the right in its absolute discretion to terminate this Lease
as to the Proposed Recapture Space. Landlord may exercise such right to
terminate by giving written notice to Tenant within twenty-one (21) days after
receipt of the Recapture Notice. If the Proposed Recapture Space does not
constitute the entire Premises and Landlord elects to terminate this Lease with
' respect to the Proposed Recapture Space, then (a) Tenant shall tender the
Proposed Recapture Space to Landlord on the Proposed Transfer Date as if such
specified date had been originally set forth in this Lease as the expiration
date of the Term with respect to the Proposed Recapture Space, and (b) as to all
portions of the Premises other than the Proposed Recapture space, this Lease
shall remain in full force and effect except that the Rent shall be reduced pro
rata. Landlord and Tenant shall promptly enter into an amendment to this Lease
setting forth the new Rentable Area of the Premises and the consequent reduction
in Base Rent and Additional Rent. In the event Landlord does not exercise its
right to terminate this Lease with respect thereto, Tenant shall be entitled to
seek an acceptable assignee or subtenant for the Proposed Recapture Space,
subject to Landlord's consent pursuant to Article 14.2 above.

14.6. An assignment within the meaning of this Lease is
intended to comprehend not only the voluntary action of Tenant, but also any
involuntary action to include without limitation any levy or sale on execution
or other legal process against the leasehold, and every assignment of the
leasehold for the benefit of creditors, and the filing or any petition or order
described in Article 31.1.3 below.

14.7. No subletting or assignment with or without
Landlord's consent shall in any way relieve or release Tenant from liability for
the performance of all terms, covenants and conditions of this Lease.
Furthermore, no assignment will be valid unless the assignee shall execute and
deliver to Landlord an assumption of liability agreement in form reasonably
satisfactory to Landlord, including an assumption by the assignee of all of the
obligations of Tenant and the assignee's ratification of and agreement to be
bound by all the provisions of this Lease; and no subletting will be valid
unless the subtenant first enters into a written agreement that subordinates
such sublease to this Lease and confirms that no provision of such sublease is
inconsistent with the terms and conditions of this Lease. Any successors and
assigns of the Tenant named as Tenant on page I of this Lease shall have the
same obligations and liabilities as it would have possessed had it originally
executed this Lease as the Tenant; any rights, privileges or powers under this
Lease shall inure to the benefit of any such successor or assignee of Tenant,
immediate or remote, only if the assignment to such assignee or successor has
been approved in writing by Landlord or, under the terms of this Lease, is an
assignment for which no approval is required, and such successor or assignee
shall have executed and delivered to Landlord the written documents required by
Landlord referred to hereinbefore, and each and every person hereinabove named
as the Tenant shall be bound jointly and severally by the terms, covenants and
agreements contained herein.

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14.8. Although the Permitted Use shall in all events be
limited to that set forth in Article 1.8, for the purpose of protecting any
mortgagee or other investor in the Property from having made certain unfavorable
or unlawful investments, it is agreed that Tenant shall not enter into any
assignment, sublease, license, concession or other agreement for use, occupancy
or utilization of the whole or any part of the Premises with or without
Landlord's consent, which provides for rental or other payment for such use,
occupancy or utilization based, in whole or in part, on the net income or net
profits derived by any person or entity from the space leased, used, occupied or
utilized (other than an amount based on a fixed percentage or percentages of
gross receipts or sales), and any such purported assignment, sublease, license,
concession or other agreement shall be absolutely void and ineffective as a
conveyance or creation of any right or interest in the possession, use,
occupancy or utilization of any part of the Premises.

15. Alterations.

15.1. Except for Tenant Work which shall be governed by the
Tenant Design and Construction Process set forth on Exhibit "C", Tenant
covenants to make no alteration, addition or improvement to the Premises without
first submitting a detailed description thereof to Landlord and obtaining
Landlord's written approval thereof, which shall not be unreasonably withheld,
conditioned or delayed, except that Landlord's written approval shall not be
required for painting, wall coverings, carpeting or decorations or for minor,
nonstructural improvements, additions or alterations valued at less than $35,000
in each instance at the time thereof and not adversely affecting the structural,
mechanical, electrical or plumbing systems, or any components thereof, of the
Buildings. Landlord agrees that Tenant may, at Tenant's sole expense and subject
to Landlord's prior approval (which approval will not be unreasonably withheld,
conditioned or delayed) as to size, equipment specifications, architectural
screening and engineering requirements, and subject to all local, county and
state rules, codes, ordinances and statutes, install and maintain: (i)
additional cooling towers or electrical generators on the roof of the
Centerpointe I Building, provided that space availability and structural
capacity permit such installation, and (ii) add air-cooled refrigeration
equipment within the garage level of the Centerpointe I Building or in close
proximity to the Centerpointe I Building and (iii) proprietary equipment or
antennae, HVAC units, communications and data transmission networks on the roof
of the Buildings so long as Tenant does not interfere with rights of other
tenants on the roof of the Centerpointe II Building.

15.2. Provided that the proposed alteration, addition or
improvement does not in Landlord's reasonable judgment involve any modification
to the Buildings' exterior or any material modification to mechanical,
electrical or plumbing systems or components, or impairs the integrity of the
Buildings' structures, such approval shall not be unreasonably withheld or
delayed, but may be conditioned upon compliance with reasonable requirements of
Landlord, including, without limitation, the filing of mechanics' lien waivers
by Tenant's contractors or the posting of a bond to protect against mechanics
liens, and the submission of written evidence of adequate insurance coverage
naming Landlord as an additional insured thereunder.

15.3. Landlord may withhold its approval in its absolute
and sole discretion with respect to each such alteration, addition or
improvement which Landlord reasonably determines involves any modification to
the Buildings' exterior or impairs the integrity of the Buildings' structures,
or involves any

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material modification to the Buildings' electrical, mechanical or plumbing
systems or any components thereof.

15.4. Tenant shall not permit any financing statement or
statements to be filed with respect to any of the foregoing alterations,
additions or improvements. All alterations, additions or improvements made by
Tenant and all fixtures attached to the Premises (other than Tenant's trade and
business fixtures and equipment) shall remain at the Premises at the expiration
or sooner termination of this Lease and, upon their installation in the Premises
(unless such alterations, additions or improvements are composed of or contain a
Hazardous Substance), shall become the property of Landlord except that any or
all of the foregoing which may be designated by Landlord for removal in a notice
given at the time Landlord approves the original installation thereof in the
Premises shall be removed at the cost of Tenant before such expiration or sooner
termination and in such event, Tenant shall repair all damage to the Premises
caused by the installation or removal thereof, however, Tenant shall in no event
be required to remove customary items of office construction and finishing, such
as partitions, doors, light fixtures, carpeting and the like. Notwithstanding
anything in the foregoing to the contrary, Tenant shall in all events have the
right (but not the obligation) to remove any raised computer flooring or
supplementary HVAC installed in or about the Premises by or on behalf of Tenant
so long as Tenant restores the Premises following such removal.

15.5. All such alterations, additions or improvements shall
be performed at Tenant's cost by one or more contractors approved by Landlord
(in its reasonable discretion), and shall be made in accordance with the
standards, procedures and requirements set forth in Exhibit "C" to the extent
that any such standards, procedures and requirements reasonably applies to the
proposed alterations, additions or improvements.

15.6. Except as otherwise expressly provided herein, Tenant
shall not place, or cause or allow to be placed, any sign, advertising matter,
lettering, stand, booth, showcase or other article or matter outside of the
Premises, without the prior written consent of Landlord which may be withheld in
its sole discretion.

16. Mechanics' and Other Liens.

16.1. Tenant covenants that it shall not (and has no
authority to) create or allow any encumbrance against the Premises, the Property
or the Buildings, or any part of any thereof or Landlord's interest therein.

16.2. Tenant covenants that it shall not suffer or permit
to be created, or to remain, any lien or claim thereof (arising out of any work
done or services, material, equipment or supplies furnished for or at the
request of Tenant or by or for any contractor or subcontractor of Tenant) which
is or may become a lien upon the Premises, the Property or the Buildings, or any
part of any thereof or the income therefrom or any fixture, equipment or similar
property therein.

16.3. If any lien or claim shall be filed, Tenant shall
within 15 days after Tenant receives notice of the filing thereof, cause the
same to be discharged of record by payment, deposit, bond or otherwise. If
Tenant shall fail to cause such lien or claim to be discharged and removed from
record (by bonding or otherwise) within that period, then, without obligation to
investigate the validity thereof and in addition to any other right or remedy
Landlord may have, Landlord may, but shall not be obligated to, contest the lien
or claim or discharge it by posting a

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bond, if that method is reasonably practicable, or, if posting a bond is not
reasonably practicable, by payment, deposit or otherwise. Any amounts so paid by
Landlord and all reasonable costs and reasonable expenses, including reasonable
attorneys' fees, incurred by Landlord in connection therewith, together with
interest at the Lease Interest Rate from the respective dates of Landlord's
making of the payment or incurring of the cost or expense, shall constitute
Additional Rent payable by Tenant under this Lease and shall be paid by Tenant
to Landlord promptly on demand.

16.4. Notwithstanding anything contained herein to the
contrary, nothing contained in or contemplated by this Lease shall be deemed or
construed in any way to constitute the consent or request on the part of
Landlord for the performance of any work or services or the furnishing of any
materials for which any lien could be filed against the Premises or the
Buildings or the Property or any part of any thereof, nor as giving Tenant any
right, power, or authority (beyond those set forth in this Lease) to contract
for or permit the performance of any work or services or the furnishing of any
materials for which any lien could be filed against the Premises, the Buildings,
or the Property or any part of any thereof.

17. Landlord's Right to Enter. Landlord has the right, and Tenant
will permit Landlord, its agents, employees and any other persons authorized by
Landlord in writing, to enter the Premises at any time in case of an emergency;
to enter the Premises at any reasonable time after reasonable prior notice if
Landlord shall so elect for making alterations, improvements or repairs to the
Buildings or for any purpose in connection with the operation or maintenance or
financing of the Buildings and, if Tenant abandons the Premises, then at any
time to re-enter and renovate the Premises; in any event, no such entry or
renovation shall be considered as a deprivation of Tenant's use of the Premises
or shall give rise to any abatement of Rent and Landlord shall use its best
efforts to avoid any material interference with Tenant's use and enjoyment of
the Premises and whenever reasonably possible cause such entry to occur during
hours other than Standard Operating Hours. In addition, to the extent that
Tenant gives Landlord prior written notice thereof, Landlord shall comply with
Tenant's reasonable security requirements and any security restrictions imposed
by Tenant's governmental or private-sector clients that may apply to any
portion(s) of the Premises.

18. Certain Rights Reserved by Landlord. Landlord waives no
rights, except those that may be specifically and expressly waived pursuant to
the terms of this Lease, and explicitly retains all other rights, including,
without limitation, the following rights, each of which Landlord may exercise
without liability to Tenant for damage or injury to property, person or business
on account of the exercise thereof, and the exercise of any such rights shall
not be deemed to constitute an eviction or disturbance of Tenant's use or
possession of the Premises (provided that Landlord shall use its best efforts to
avoid any material interference with Tenant's use and enjoyment of the Premises)
and shall not give rise to any claim for set-off or abatement of Rent or any
other claim:

18.1. To install, affix and maintain any and all signs
which comport with the character of a first class building on the exterior and
on the interior of the Centerpointe II Building or on the exterior or interior
of the Centerpointe I Building if Tenant is no longer the largest tenant of the
Centerpointe I Building.

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18.2. To decorate or to make repairs, alterations,
additions, or improvements, whether structural or otherwise, in and about the
Buildings, or any part thereof, and for such purposes to enter upon the Premises
(in accordance with the terms of Article 17 above), and during the continuance
of any of such work, to temporarily close doors, entry ways, public space and
corridors in the Buildings and to interrupt or temporarily suspend services or
use of facilities, all without affecting any of Tenant's obligations hereunder,
so long as the Premises are reasonably accessible and usable.

18.3. To furnish door keys for the entry door(s) in the
Premises at the commencement of the Lease and to retain at all times, and to use
in appropriate instances, keys to all doors within and into the Premises (except
as provided below). Tenant agrees to change no locks, and not to affix locks on
doors without the prior written consent of the Landlord, which consent Landlord
will not unreasonably withhold or delay so long as Tenant gives to Landlord
duplicate keys for any changed locks (subject to any security requirements for
Tenant's clients, which may prohibit delivery of duplicate keys for portions of
the Premises). Upon the expiration of the Term or Tenant's right to possession,
Tenant shall return all keys to Landlord and shall disclose to Landlord the
combination of any safes, cabinets or vaults left in the Premises. Tenant shall
have the right to install an access-control system for the Premises (including
interior areas within the Premises), which may be separate from Landlord's
access-control system for the Buildings or may be an extension of Landlord's
system (at Tenant's expense) to cover the Premises so long as such system does
not interfere with the other access control systems for the Buildings and does
not limit Landlord's access to the Premises as permitted under Article 17 above.
If Tenant extends Landlord's access-control system for the Buildings to cover
the Premises, Landlord shall not thereafter replace the Buildings'
access-control system or change it in a way that impairs the functioning of
Tenant's system without Tenant's prior written approval which approval shall not
be unreasonably withheld or delayed.

18.4. To approve all window coverings used in the
Buildings.

18.5. To approve the weight, size and location of safes,
vaults and other heavy equipment and articles in and about the Premises and the
Buildings so as not to exceed the legal load per square foot designated by the
structural engineers for the Buildings, and to require all such items and
furniture and similar items to be moved into or out of the Buildings and
Premises only at such times and in such manner as Landlord shall reasonably
direct in writing. Tenant shall not install or operate machinery or any
mechanical devices of a nature not directly related to Tenant's ordinary use, as
limited by the Permitted Use, of the Premises without the prior written consent
of Landlord. Movements of Tenant's property into or out of the Buildings or
Premises and within the Buildings are entirely at the risk and responsibility of
Tenant.

18.6. To regulate (pursuant to reasonable rules and
regulations) delivery of supplies and the usage of the loading docks, receiving
areas and freight elevators.

18.7. To enter the Premises in accordance with Article 17,
and in the last year of the Term, to show the Premises to prospective tenants at
reasonable times after reasonable prior

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notice to Tenant and, if abandoned, to show the Premises at any time and to
prepare the Premises for re-occupancy.

18.8. To erect, use and maintain pipes, ducts, wiring and
conduits, and appurtenances thereto, in and through the Premises at reasonable
locations.

18.9. To enter the Premises in accordance with Article 17
at any reasonable time to inspect the Premises and to make repairs or
alterations as Landlord deems necessary, with due diligence and minimum
disturbance.

18.10. To grant to any person or to reserve unto itself the
right to conduct any business or render any service in the Buildings.

19. Landlord's Liability; Rights.

19.1. It is expressly understood and agreed by Tenant that
none of Landlord's covenants, undertakings or agreements are made or intended as
personal covenants, undertakings or agreements by Landlord or its partners,
shareholders or trustees, or any of their respective partners, shareholders or
trustees, and any liability for damage or breach or nonperformance by Landlord
(that is not covered by Landlord's liability insurance, which shall not in any
way abrogate the waivers set forth in Article 21.4) shall be collectible only
out of Landlord's interest in the Buildings and the rents, the net proceeds of
sale arising therefrom, and insurance and condemnation proceeds actually
collected by Landlord, and no personal liability is assumed by, nor at any time
may be asserted against, Landlord or its partners, shareholders or trustees or
any of its or their partners, shareholders, trustees, officers, agents,
employees, legal representatives, successors or assigns, if any, all such
liability, if any, being expressly waived and released by Tenant.

19.2. The Landlord named on page 1 of this Lease and any
subsequent owners of such Landlord's interest in the Buildings, as well as their
respective heirs, personal representatives, successors and assigns shall each
have the same rights, remedies, powers, authorities and privileges, and
obligations and liabilities, as it would have had had it originally signed this
Lease as Landlord, but any such person, whether or not named herein, shall have
no liability hereunder for acts occurring after it ceases to hold such interest,
provided all such liability arising from and after such date is assumed in a
written agreement between Landlord and such successor owner.

20. Unilateral Amendment. Landlord shall have the right at any
time, and from time to time, during the Term of this Lease, to unilaterally
amend the provisions of this Lease if Landlord is advised by its counsel that
all or any portion of the monies paid by Tenant to Landlord hereunder are, or
may be deemed to be, unrelated business income within the meaning of the United
States Internal Revenue Code or regulations issued thereunder, and Tenant agrees
that it will execute all documents or instruments necessary to effect such
amendment or amendments, provided that no such amendment shall result in Tenant
having to pay a larger sum of money on account of its occupancy of the Premises
under the terms of this Lease as so amended, and provided further that no such
amendment or amendments shall result in Tenant receiving under the

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provisions of this Lease less services that it is entitled to receive, nor
services of a lesser quality nor otherwise materially and adversely affect the
rights of Tenant under this Lease.

21. Insurance.

21.1. Avoidance of Acts Which Increase Insurance Risk.
Landlord and Tenant each covenant that it will not do or commit, or suffer or
permit to be done or committed, any act or thing as a result of which any policy
of insurance of any kind on or in connection with the Buildings or the Property
or any part thereof shall become void or suspended, or the insurance risk on the
Buildings or the Property or any part thereof shall (in the opinion of any
insurer or proposed insurer) be rendered more hazardous. Tenant shall pay as
Additional Rent, within 30 days after being billed therefor, the amount of any
increase of premiums for such insurance resulting from any breach of this
covenant.

21.2. Tenant's Insurance Coverage. Tenant covenants that
it shall maintain throughout the Term, at Tenant's expense, policies of (i)
commercial general public liability insurance having initial limits of not less
than $5,000,000 per occurrence and annual aggregate combined single limit for
bodily injury and property damage, with a severability of interest endorsement,
and with increases in such limits as may from time to time be commercially
common for tenants of first-class office buildings in the Northern Virginia
area, and (ii) all-risk or fire and extended coverage insurance upon Tenant's
personal property and leasehold improvements in the Premises for the full
replacement value of such personal property and leasehold improvements. Such
policies shall name Landlord (and, if available, Landlord's mortgagees from time
to time) as an additional insured party and shall provide that the policies
shall not be cancelable without at least 30 days' prior written notice to
Landlord and shall be issued by insurers licensed to do business in Virginia and
having a Best's rating of A-XII or higher. Tenant shall furnish Landlord with
certificates of insurance to evidence the existence of such coverage.

21.3. Landlord's Insurance Coverage. Landlord shall
maintain throughout the Term "all-risk" insurance upon the Buildings. Landlord's
property insurance shall include replacement cost coverage and an agreed amount
endorsement, and shall provide for a commercially reasonable "deductible" for
first class office buildings in the Northern Virginia area. Landlord shall also
carry (or cause to be carried) commercial general liability insurance covering
Landlord and its managing agent having limits of not less than $5,000,000 annual
aggregate combined single limit for bodily injury and property damage and with
increases in such limits equal to any increases from time to time in Tenant's
limits pursuant to Article 21.2 above. Landlord's liability policy shall name
Tenant as an additional insured party. All of Landlord's policies shall be
issued by insurers licensed to do business in Virginia and having a Best's
rating of A-XII or higher. Landlord shall furnish Tenant with certificates of
insurance to evidence the existence of such coverage. The cost of the premiums
for such insurance and of any endorsements thereto shall, for purposes of
Article 7 hereof, be part of the Annual Operating Costs.

21.4. Waiver of Subrogation. Notwithstanding anything in
this Lease to the contrary, each party hereto hereby releases the other party,
its agents and employees, to the extent

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the releasing party is, or is required hereunder to be, insured under its
insurance policies, from any and all liability for any loss or damage which may
be inflicted upon the property of such party, notwithstanding that such loss or
damage shall have arisen out of the negligent or other tortious act or omission
of the other party, its agents or employees. Each party hereto shall cause a
clause to be included in each and every policy of property insurance of the
party to the effect that such release shall not affect the right of the insured
to recover thereunder, if such clause is available. If such a waiver of
subrogation cannot be obtained, the party undertaking to carry the insurance
shall notify the other party of such fact, and the other party shall have a
period of 30 days thereafter to place such insurance in companies which are
reasonably satisfactory to the notifying party and will issue such insurance
with waiver of subrogation.

22. Fire or Other Casualty.

22.1. Casualty to Centerpointe II Premises. If the
Centerpointe II Premises (including machinery or equipment used in the operation
of the Centerpointe II Premises) shall be damaged by fire or other casualty
which casualty renders all or a material portion of the Centerpointe II Premises
untenantable, and Landlord elects not to rebuild or restore the Centerpointe II
Premises for any reason, but rather to cease operating the Centerpointe II
Building and to terminate the leases of the tenants therein, the Lease will
terminate as to the Centerpointe II Premises only (with an equitable abatement
of Rent as of the date of the casualty), but Tenant shall have no right to
terminate the Lease for the balance of the Premises in the Centerpointe I
Building provided, however, that (i) American Management Systems, Inc., or (ii)
any assignee of its entire interest in this Lease, or (iii) any sublessee of 90%
or more of the Premises for substantially all of the Term, or (iv) any sublessee
whose sublease term was due to expire less than 36 months following the date of
casualty and there shall be remaining at least 72 months in the Term (any party
in clauses (i) - (iv) above is herein a "Substitute Space Tenant") shall have
the right to lease "Substitute Space" (as hereinafter defined) for the balance
of the Term and Landlord shall have the obligation to pay to such Substitute
Space Tenant the "Substitute Space Differential" (as hereinafter defined) for
the balance of the Term. For purposes of this Article 22.1, the term "Substitute
Space" shall mean office building rental space in the Fair Oaks area of Fairfax
County or otherwise within a one and one-half driving mile radius of the
Centerpointe II Building, or to the South at the intersection of Waples Mill and
Random Hills Road, and of sufficient square footage to accommodate the rentable
square footage occupied by the Substitute Space Tenant in the Centerpointe II
Building in blocks of a full floor or more and otherwise be reasonably
equivalent in quality, features and on-site amenities (except that parking may
be surface lot only) to the Centerpointe II Premises. For purposes of this
Article 22.1, the term "Substitute Space Differential" shall mean the then
present value of the difference between: (i) the ' then base monthly rental and
additional monthly rental payable for the Substitute Space by the Substitute
Space Tenant (plus reasonable moving costs and the cost to build out the
Substitute Space in a manner that is equivalent to the Centerpointe II Premises)
for the remainder of the Term (but not any unexercised renewal terms), and (ii)
the Base Rent and Additional Rent payable under this Lease for the remainder of
the Term (but not any unexercised renewal terms). Any disputes between Landlord
and Tenant regarding the determination of Substitute Space or Substitute Space
Differential shall be determined by arbitration in accordance with Article 65 of
this Lease. If Tenant reasonably determines that no Substitute Space is then
obtainable (the reasonableness of

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which determination Landlord may challenge by arbitration pursuant to Article 65
below) then, notwithstanding anything in the foregoing to the contrary, Tenant
shall have the right to terminate this Lease with respect to both the
Centerpointe I Premises and the Centerpointe II Premises.

22.2. Casualty To Centerpointe I Building: Restoration:
Landlord's Right to Terminate

22.2.1. Except as provided in this Article 22.2, if the
Centerpointe I Building (including machinery or equipment used in the operation
of the Centerpointe I Building) shall be damaged by fire or other casualty, then
if permitted by Landlord's mortgagees, and only to the extent that there are
available insurance proceeds, Landlord shall be obligated to repair and restore
the same with reasonable promptness, subject to reasonable delays for insurance
adjustments and to delays caused by matters beyond Landlord's reasonable
control; provided, however, that Landlord shall have no duty to repair or
restore any personal property, or any alterations, additions, improvements or
decorations not originally installed pursuant to the Tenant Work and paid for
with the Concession Fund.

22.2.2. However, if (a) the damage by fire or other casualty
renders all or a substantial part of the Centerpointe I Building untenantable
and occurs at a time such that following the date that the restoration and
repair work is reasonably anticipated to be completed less than 24 months of the
Term will remain; or (b) such fire or other casualty renders fifty percent (50%)
or more of the Rentable Area of the Centerpointe I Building untenantable and
Landlord elects to cease operating the Centerpointe I Building; then in any such
event, Landlord shall have the right to terminate this Lease (with equitable
prorations of Rent being made for Tenant's possession of any tenantable portions
of the Premises subsequent to the date of such damage and prior to the effective
date of such termination) upon giving written notice to Tenant at any time
within 90 days after the date of such damage

22.2.3. If pursuant to Article 22.2.2(a) hereof, Landlord
elects not to repair or restore, Tenant may nullify such election pursuant to
such subsection if Tenant, within 30 days after the date of receipt of
Landlord's notice of election to terminate, exercises any available option to
extend the Term of this Lease for a Renewal Period such that more than 24 months
of the Term will remain after the date the restoration or repair work is
reasonably anticipated to be complete.

22.2.4. Landlord shall have no liability to Tenant for, and
Tenant shall not be entitled to terminate this Lease by virtue of, any delays in
completion of repairs and restoration. Rent, however, shall equitably abate as
to those portions of the Premises as are, from time to time, untenantable as a
result of such damage.

22.3 Tenant's Right to Terminate For Centerpointe I
Building Casualty. In the event there shall occur any fire or other casualty
to the Centerpointe I Building after the Lease Commencement Date, Tenant shall
have the right to terminate this Lease in accordance with this Article 22.3. If
the damage by fire or other casualty renders all or a substantial part of the
Centerpointe I Building untenantable and occurs at a time such that following
the date that the restoration and repair work is reasonably anticipated to be
completed, less than 24 months of the Term will remain, Tenant shall have the
right to terminate this Lease. In all other casualty situations, if substantial

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completion of the restoration of the Centerpointe I Building does not occur, or
in Landlord's reasonable judgment will not occur, within 365 days after the fire
or other casualty (which 365-day period shall be extended for up to an
additional year to the extent of any delay caused by strikes, lockouts, acts of
god, acts of war or other occurrences beyond Landlord's control), Landlord shall
so notify Tenant in writing, which notice shall include Landlord's reasonable
estimate of the date of substantial completion of the restoration. Tenant, by
giving written notice of termination within 15 business days after its receipt
of Landlord's notice, shall have the right to terminate this Lease effective as
of such date not later than 45 business days after Tenant's receipt of
Landlord's notice, as Tenant may specify in such notice. In the event of such
termination, neither party shall be liable to the other for any liability
relating to the period after termination. If Tenant does not terminate this
Lease as aforesaid, and the substantial completion of the restoration does not
occur by the estimated date of substantial completion contained in the aforesaid
notice, Landlord shall provide within 10 business days after a determination is
made that substantial completion will not occur by the estimated date a second
notice estimating the extended date of substantial completion, and Tenant shall
again have the right, exercisable only by written notice given within 15
business days after the receipt of Landlord's notice, to terminate this Lease
within the 45-day time period set forth above in this Article 22.3. In each
instance in which Tenant elects not to exercise its right to terminate as
provided in this Article 22.3, such right to terminate, following the same
procedure and schedule, shall again arise if substantial completion has not
occurred by the estimated date of substantial completion set forth in the notice
upon which Tenant's previous election not to terminate was based.

23. Waiver of Claims; Indemnification.

23.1. Neither Landlord nor any partner, shareholder or
trustee in Landlord shall be held responsible for, and each is hereby expressly
relieved from, any and all liability by reason of any injury, loss, or damage to
any person or property in or about Tenant's Control Area (as defined in Article
52 below) due to any cause whatever, or arising from Tenant's use of the roof,
garage and other facilities in Landlord's Control Area permitted pursuant to
Articles 9.1.3 and 15.1, except for liability arising from the acts within the
Tenant's Control Area of Landlord's cleaning personnel or Landlord's building
engineers, and whether the loss, injury or damage be to the person or property
of Tenant or any other person, unless due to the gross negligence of Landlord,
its servants or employees. Tenant further agrees to indemnify, defend and save
Landlord and each partner, shareholder or trustee in Landlord harmless from and
against all claims by any employee or invitee of Tenant made on account of such
injury, loss or damage (unless due to the gross negligence of Landlord, its
servants and employees), including but not limited to reasonable attorneys' fees
and other legal expenses.

23.2. Neither Tenant nor any partner, shareholder or
trustee in Tenant shall be held responsible for, and each is hereby expressly
relieved from, any and all liability by reason of any injury, loss or damage to
any person or property in or about Landlord's Control Area (as defined in
Article 52 below), due to any cause whatsoever, or arising from the acts within
Tenant's Control Area of Landlord's cleaning personnel or Landlord's building
engineers, except for liability arising from Tenant's use of the roof, garage
and other facilities in Landlord's Control Area permitted pursuant to Articles
9.1.3 and 15.1, and whether the loss, any injury or damage be

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to the person or property of Landlord, or any other person, unless due to the
gross negligence of Tenant, its servants or employees. Landlord further agrees
to indemnify, defend and save Tenant harmless from and against all claims by any
person made on account of such injury, loss or damage (unless due to the gross
negligence of Tenant, its servants or employees), including but not limited to
reasonable attorneys' fees and other legal expenses.

24. Condemnation.

24.1. If the whole or a substantial part of the
Centerpointe I Building is taken or condemned for a public or quasi-public use
under any statute or by right of eminent domain by any competent authority or
sold in lieu of such taking or condemnation, such that in the opinion of
Landlord the Centerpointe I Building is not economically operable as before
without substantial alteration or reconstruction, this Lease shall automatically
terminate on the date that the right to possession shall vest in the condemning
authority (the "Taking Date"), with Rent being adjusted to said Taking Date, and
Tenant shall have no claim against Landlord for the value of any unexpired term
of this Lease. Tenant shall have no claim against Landlord and no claim or right
to any portion of any amount that may be awarded as damages or paid as a result
of any taking, condemnation or purchase in lieu thereof, except for moving
expenses, if any, which may be separately awarded to tenants under Virginia or
federal law to the extent that such award does not reduce the amount to be
awarded or paid to Landlord; all other rights of Tenant to any award are hereby
assigned by Tenant to Landlord. If the whole or a substantial part of the
Centerpointe II Premises is taken or condemned for a public or quasi-public use
under any statute or by right of eminent domain by any competent authority or
sold in lieu of such taking or condemnation, such occurrence shall be treated as
though a casualty had occurred to the Centerpointe II Premises and Landlord had
elected not to rebuild or restore the Centerpointe II Premises, as described in
Article 22.1 above.

24.2. If any part of the Premises is so taken or
condemned, this Lease shall automatically terminate as to the portion of the
Premises so taken or condemned, as of the Taking Date, and this Lease shall
continue in full force as to the remainder of the Premises, with Rent abating
only to the extent of the Premises so taken or condemned.

24.3. In the event of any temporary eminent domain taking
of the Premises or any part thereof for temporary use, this Lease shall not be
affected in any manner, the Term shall not be reduced, and the Tenant shall
continue to pay in full the Base Rent, Additional Rent and all other sums of
money and charges in this Lease reserved and provided to be paid by Tenant.
Tenant shall be entitled to receive for itself such portion of any eminent
domain award made for such temporary use with respect to the period of the
taking which is within the Term; provided that if such temporary taking shall
remain in full force at the expiration or earlier termination of this Lease, the
award shall be apportioned between Landlord and Tenant in proportion to the
respective portions of the period of temporary taking which falls within the
Term and which falls outside the Term.

25. Holding Over.

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25.1. If Tenant or any person claiming through Tenant
shall continue to occupy the Premises after the expiration or earlier
termination of the Term or any renewal thereof without Landlord's written
consent, then Landlord shall be entitled to recover from Tenant compensation for
such use and occupancy at a rate per month equal to (i) 150% of the annual Base
Rent plus (ii) 1/12 of the annual Additional Rent which would have been payable
had this Lease been renewed for a period of 12 full calendar months following
such expiration or earlier termination, on the terms and conditions in effect
immediately prior thereto. Neither Landlord's demand nor Landlord's receipt of
the aforesaid compensation for use and occupancy shall be deemed to provide
Tenant with any right to any use, occupancy or possession of the Premises for
any period beyond which such compensation has been demanded and paid.

25.2. The provisions of this Article 25 shall not be
deemed to limit or constitute a waiver of any other rights of remedies of
Landlord provided herein or at law.

26. Covenant of Quiet Enjoyment. Landlord covenants that Tenant,
on paying the Rent and all other charges or payments herein reserved and on
keeping, observing and performing all the other terms, covenants, conditions,
provisions and agreements herein contained on the part of Tenant to be kept,
observed and performed, shall, during the Term, peaceably and quietly have, hold
and enjoy the Premises subject to the terms, covenants, conditions, provisions
and agreements hereof.

27. Relocation of Tenant. Intentionally Omitted.

28. Condition of Premises. The taking of possession of each
segment of the Premises by Tenant shall be conclusive evidence, as against
Tenant, that each such segment of the Premises was in good and satisfactory
condition at the time such possession was so taken, subject to (i) completion of
any Base Building Modifications set forth on Exhibit "B" that have not been
completed by the date of delivery of any segment of the Premises, (ii) latent
defects, provided that Tenant so notifies Landlord within one (1) year-of the
Lease Commencement Date, as to the Initial Space, and within one (1) year of the
applicable Subsequent Lease Commencement Date, as to Subsequent Space, or (iii)
defects other than latent defects identified by Tenant in a notice given to
Landlord within thirty (30) days of the Lease Commencement Date, as to the
Initial Space, and within thirty (30) days of any applicable Subsequent Lease
Commencement Date, as to Subsequent Space.

29. No Third Party Beneficiaries. Notwithstanding anything to the
contrary contained herein, no provision of this Lease is intended to benefit any
party other than the signatories hereto and their permitted heirs, personal
representatives, successors and assigns, and no provision of this Lease shall be
enforceable by any other party.

30. Transfer of Landlord's Interest. In the event of any sale or
other conveyance or transfer of Landlord's interest in a Building or the
Buildings, the transferor shall be and hereby is entirely free and relieved of
all covenants and obligations of Landlord hereunder prior to the date of
transfer as to the Building or Buildings transferred, provided that the
transferee at any such sale or conveyance or transfer (subject to the limitation
of Landlord's liability in Article 19 of this Lease) shall have assumed and
agreed in a written agreement with Landlord to carry out any and

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all covenants and obligations of Landlord hereunder arising or continuing from
and after the date of transfer.

31. Default; Landlord's Remedies.

31.1. Defaults. If any of the following shall occur, such
occurrence shall constitute a default (which term, unless expressly noted
otherwise in this Lease, shall refer only to the circumstance that exists after
the giving of any notice and the expiration of any cure period provided for
herein) hereunder:

31.1.1. Tenant does not pay in full when due any installment
of Rent or any other charge or payment whether or not herein included as Rent,
and such failure continues for ten (10) days after written notice from Landlord
specifying such failure, provided, however, that Landlord shall not be required
to give, and Tenant shall not be entitled to the benefit of, any such notice or
grace period more than two (2) times in any twelve (12) month period for late
payments of Monthly Installments of Base Rent and Additional Rent,

31.1.2. Tenant violates or fails to perform or otherwise
breaks any covenant, agreement or condition herein contained or any other
obligation of Tenant to Landlord, and such violation or failure continues for
thirty (30) days after written notice from Landlord specifying such violation or
failure (or such longer period, as may be necessary if such violation or failure
cannot reasonably be cured within said thirty (30) day period but Tenant is
diligently and in good faith pursuing such cure and such violation or failure is
reasonably capable of a cure i as determined in Landlord's reasonable judgment),

31.1.3. Tenant becomes the subject of commencement of an
involuntary case under the federal bankruptcy law as now or hereafter
constituted, or there is filed a petition against Tenant seeking reorganization,
arrangement, adjustment or composition of or in respect of Tenant under the
federal bankruptcy law as now or hereafter constituted, or under any other
applicable federal or state bankruptcy, insolvency, reorganization or other
similar law, or seeking the appointment of a receiver, liquidator or assignee,
custodian, trustee, sequestrator (or similar official) of Tenant or any
substantial part of its property, or seeking the winding-up or liquidation of
its affairs and such involuntary case or petition is not dismissed within 90
days after the filing thereof, or if Tenant commences a voluntary case or
institutes proceedings to be adjudicated a bankrupt or insolvent, or consents to
the institution of bankruptcy or insolvency proceedings against it, under the
Federal bankruptcy laws as now or hereafter constituted, or any other applicable
Federal or state bankruptcy or insolvency or other similar law, or consents to
the appointment of or taking possession by a receiver or liquidator or assignee,
trustee, custodian, sequestrator (or other similar official) of Tenant or of any
substantial part of its property, or makes any assignment for the benefit of
creditors or admits in writing its inability to pay its debts generally as they
become due or fails to generally pay its debts as they become due or if Tenant
or its stockholders or Board of Directors or any committee thereof takes any
corporate action in furtherance of any of the foregoing, then

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31.2. Remedies. In the event of any such default set
forth in Article 31.1 above, and, at the sole option of Landlord, Landlord may
pursue any one or more of the following remedies:

31.2.1. Tenant's right of possession shall thereupon cease
and terminate, and to the extent permitted by law Landlord shall be entitled to
the possession of the Premises and to reenter the same without demand of rent or
demand of possession of said Premises and may forthwith proceed to recover
possession of the Premises by process of law, any notice to quit being hereby
expressly waived by Tenant. In the event of such re-entry by process of law,
Tenant nevertheless agrees to remain answerable for any and all damage,
deficiency or loss of Rent which Landlord may sustain by such re-entry,
including reasonable attorney's fees and court costs. If, under the provisions
hereof, seven (7) days summons or other applicable summary process shall be
served, and a compromise or settlement therefor shall be made, such action shall
not be constituted as a waiver of any breach of any covenant, condition or
agreement herein contained. No waiver of any breach of any covenant, condition
or agreement, herein contained, on one or more occasions shall operate as a
waiver of the covenant, condition or agreement itself, or of any subsequent
breach thereof. No provision of this Lease shall be deemed to have been waived
by Landlord unless such waiver shall be in writing signed by Landlord.

31.2.2. Should this Lease be terminated before the
expiration of the Term of this Lease by reason of Tenant's default, the Premises
may be relet by Landlord for such rent and upon such terms as are reasonable
under the circumstances. If the full Rent reserved under this Lease (and any of
the costs, expenses or damages indicated below) shall not be realized by
Landlord, Tenant shall be liable for all damages sustained by Landlord,
including, without limitation, deficiency in Rent, reasonable attorneys' fees,
other reasonable collection costs, reasonable brokerage fees, and reasonable
expenses of placing the Premises in first-class rentable condition. Landlord, in
putting the Premises in good order or preparing the same for re-rental, may, at
Landlord's option, make such alterations, repairs, or replacements in the
Premises as Landlord, in Landlord's sole judgment, considers advisable and
necessary for the purpose of reletting the Premises, and the making of such
alterations, repairs, or replacements shall not operate or be construed to
release Tenant from liability hereunder as aforesaid. Landlord shall in no event
be liable in any way whatsoever for failure to relet the Premises, or in the
event that the Premises are relet, for failure to collect the rent thereof under
such reletting. In no event shall Tenant be entitled to receive any excess, if
any, of such net rent collected over the sums payable by Tenant to Landlord
hereunder.

31.2.3. Any damage or loss of Rent sustained by Landlord may
be recovered by Landlord, at Landlord's option, at the time of the reletting, or
in separate actions, from time to time, as said damage shall have been
ascertained by successive relettings, or, at Landlord's option, may be deferred
until the expiration of the Term of this Lease (in which event Tenant hereby
agrees that the cause of action shall not be deemed to have accrued until the
date of expiration of said Term). The provisions contained in this Article
31.2.3 shall be in addition to and shall not prevent the enforcement of any
claim Landlord may have against Tenant for anticipatory breach of the unexpired
Term of this Lease. All rights and remedies of Landlord under this Lease shall
be

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cumulative and shall not be exclusive of any other rights and remedies provided
to Landlord under applicable law.

31.2.4. If under the provisions hereof Landlord shall
institute proceedings and a compromise or settlement thereof shall be made, the
same shall not constitute a waiver of any covenant, rule or regulation herein
contained nor of any of Landlord's rights hereunder. No waiver by Landlord of
any breach of any covenant, condition, agreement, rule or regulation itself, or
of any subsequent breach thereof.

31.2.5. If, prior to the Rent Commencement Date, Tenant
notifies Landlord of or otherwise unequivocally demonstrates an intention to
repudiate this Lease, Landlord may, at its option, consider such anticipatory
repudiation a breach of this Lease. In such event, in addition to Landlord's
other remedies hereunder, Landlord may retain all Rent paid upon execution of
the Lease and the security deposit, if any, to be applied to damages of Landlord
incurred as a result of such repudiation, including without limitation
reasonable attorneys' fees, brokerage fees, costs of reletting, loss of Rent,
etc. and Landlord shall be entitled to recover all or any portion of the
Concession Fund theretofore disbursed to Tenant hereunder (which, when
collected, shall be credited against Tenant's other liabilities hereunder), and
Tenant shall indemnify, defend and hold Landlord harmless from and against the
claims of any contractors or materialmen performing the Tenant Work.

31.2.6. If the Premises shall be deserted or vacated by
Tenant for thirty (30) consecutive days or more without notice to Landlord, and
Tenant shall have failed to make the current Rent payment, the Premises may be
deemed abandoned. Landlord may consider Tenant in default under this Lease and
may pursue all remedies available to it under this Lease or at law, including
the following:

(a) If Tenant abandons the Premises as defined
above, Landlord may, at its option, enter into the Premises without being liable
for any prosecution therefor or for damages by reason thereof. In addition to
any other remedy, Landlord, as agent of Tenant, may relet the whole or any part
of the Premises for the whole or any part of the then unexpired Lease Term. For
the purposes of such reletting, Landlord may make any alterations or
modifications of the Premises considered desirable in its sole judgment.

(b) If Tenant abandons the Premises as defined
above, any property that Tenant leaves on the Premises shall be deemed to have
been abandoned and may either be retained by Landlord as the property of
Landlord or may be disposed of at public or private sale in accordance with
applicable law as Landlord sees fit. The proceeds of any public or private sale
of Tenant's property, or the then current fair market value of any property
retained by Landlord, shall be applied by Landlord against (i) the expenses of
Landlord for removal, storage or sale of the property; (ii) the arrears of Rent
or future Rent payable under this Lease; and (iii) any other damages to which
Landlord may be entitled hereunder.

(c) If Tenant abandons the Premises, as defined
above, Landlord may, upon presentation of evidence of a claim valid upon its
face of ownership or of a security interest

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in any of Tenant's property abandoned in the Premises, turn over such property
to the claimant with no liability to Tenant.

31.2.7. Landlord may (but shall not be obligated to do so),
in addition to any other rights it may have in law or equity, following the
delivery of notices prescribed by Article 31.1 above, cure such default on
behalf of Tenant, and Tenant shall reimburse Landlord upon demand for all
reasonable costs incurred by Landlord in curing such default, including, without
limitation, reasonable attorneys' fees and other legal expenses, together with
interest thereon at the Lease Interest Rate, which costs and interest thereon
shall be deemed Additional Rent hereunder.

32. Remedies Cumulative. All remedies available to Landlord
hereunder and at law and in equity shall be cumulative and concurrent. No
termination of this Lease nor taking or recovering possession of the Premises
shall deprive Landlord of any remedies or actions against Tenant for Rent, for
charges or for damages for the breach of any covenant, agreement or condition
herein contained, nor shall the bringing of any such action for Rent, charges or
breach of covenant, agreement or condition, nor the resort to any other remedy
or right for the recovery of Rent, charges or damages for such breach be
construed as a waiver or release of the right to insist upon the forfeiture and
to obtain possession. No reentering or taking possession of the Premises, or
making of repairs, alterations or improvements thereto, or reletting thereof,
shall be construed as an election on the part of Landlord to terminate this
Lease unless written notice of such election be given by Landlord to Tenant. The
failure of Landlord to insist upon strict and/or prompt performance of the
terms, agreements, covenants and conditions of this Lease or any of them, and/or
the acceptance of such performance thereafter shall not constitute or be
construed as a waiver of Landlord's right to thereafter enforce the same
strictly according to the terms thereof in the event of a continuing or
subsequent default.

33. Expenses of Enforcement. Each party shall pay upon demand all
of the other party's costs, charges and expenses, including the reasonable fees
and out-of-pocket expenses of counsel, agents and others, incurred in any
litigation, negotiation or transaction in which the defaulting party causes the
other without the other's fault, to become involved or concerned.

34. Nonwaiver. No waiver of any provision of this Lease shall be
implied by any failure of either party to enforce any remedy allowed for the
violation of such provision, even if such violation is continued or repeated,
and no express waiver shall affect any provision other than the one(s) specified
in such waiver and only for the time and in the manner specifically stated. No
receipt of monies by Landlord from Tenant after the termination of this Lease
shall in any way alter the length of the Term or of Tenant's right of possession
hereunder or after the giving of any notice shall reinstate, continue or extend
the Term or affect any notice given to Tenant prior to the receipt of such
moneys, it being agreed that after the service of notice or the commencement of
a suit or after final judgment for possession of the Premises, Landlord may
receive and collect any Rent due, and the payment of said Rent shall not waive
or affect said notice, suit or judgment.

35. Subordination.

35.1. Subject to the satisfaction of the conditions of
Article 58 below, this Lease shall be subject and subordinate at all times to
the lien of any mortgage, deed of trust and/or other encumbrance heretofore or
hereafter placed by Landlord upon the Premises or the Property and of

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all renewals, modifications, consolidations, replacements and extensions thereof
(all of which are hereinafter referred to collectively as a "Mortgage"), all
automatically and without the necessity of any further action on the part of
Tenant to effectuate such subordination. Tenant shall, at the request of any
person who may acquire Landlord's estate by foreclosure (or transfer in lieu of
foreclosure), attorn to such person, and shall execute, acknowledge and deliver,
upon demand by Landlord or any mortgage holder or its assignee, but in no event
later than fifteen (15) days after such demand, such further reasonable
instruments evidencing such subordination, and such further reasonable
instruments evidencing such attornment obligation, as shall be desired by such
Mortgage holder or its assignee.

35.2. Anything contained in the foregoing provisions of
this Article 35 to the contrary notwithstanding, any such holder may at any time
subordinate, in whole or in part, its Mortgage to the operation and effect of
this Lease, without the necessity of obtaining Tenant's consent thereto, by
giving notice of the same in writing to Tenant, and thereupon this Lease shall
be deemed to be prior to such Mortgage without regard to their respective dates
of execution, delivery and/or recordation, and in that event, such holder shall
have the same rights with respect to this Lease as though this Lease were
executed, delivered and recorded prior to the execution and delivery of such
Mortgage.

35.3. No person acquiring Landlord's estate by foreclosure
or transfer in lieu of foreclosure shall have any personal liability hereunder
or any liability whatsoever for the acts of the Landlord prior to any such
transfer or any liability for any deposits made by Tenant hereunder unless such
deposits have been transferred to such party; provided, however, that such party
shall have the liability to perform all of the Landlord's duties and obligations
arising or continuing thereafter, if any, that have not been performed as of the
date of transfer.

36. Paramount Lease. Subject to the satisfaction of the terms of
Article 58 below, if Landlord is or becomes lessee of a Building or the
Buildings or the land upon which they stand, then Tenant agrees that Tenant's
possession shall be that of a subtenant and subordinate to the interest of
Landlord's lessor, its heirs, personal representatives, successors and assigns
(such lessor and other persons being hereinafter collectively referred to as the
"Overlessor") without the necessity of any further action on the part of Tenant
to effectuate such subordination (provided that such change in status does not
affect any of Tenant's rights or Landlord's obligations under this Lease), but
notwithstanding the foregoing, if Landlord's tenancy shall terminate either by
expiration, forfeiture or otherwise, then, if Overlessor shall so request,
Tenant shall attorn to Overlessor and recognize Overlessor as Tenant's landlord
upon the terms and conditions of this Lease for the balance of the Term hereof
and any extensions or renewals hereof. Tenant shall execute, acknowledge and
deliver, upon demand by Landlord or any Overlessor, such further customary and
reasonable instruments evidencing such subordination of Tenant's right, title
and interest under this Lease to the interests of Overlessor, and such further
customary and reasonable instruments of attornment, as shall be desired by such
Overlessor. Landlord represents and warrants that the Property is not currently
subject to any ground lease or Overlease.

37. Legal Proceedings. It is mutually agreed by and between
Landlord and Tenant that (a) they hereby waive trial by jury in any action,
proceeding or counter-claim brought by either of

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the parties hereto against the other on any matter whatsoever arising out of or
in any way connected with this Lease, the relationship of Landlord and Tenant,
Tenant's use or occupancy of the Premises or claim of injury or damage, and (b)
in any action against Landlord by Tenant, or against Tenant by Landlord, the
reasonable legal fees of the prevailing party will be paid by the other party to
the action. The parties hereto consent to the jurisdiction of the courts of the
Commonwealth of Virginia and of the United States District Court of Virginia in
connection with any action, suit or proceeding arising out of or relating to
this Lease, and agree that venue shall lie only in said courts.

38. Interpretation.

38.1. Gender; Plural Terms; Persons. The masculine (or
neuter) pronoun and the singular number shall include the masculine, feminine
and neuter genders and the singular and plural numbers. A reference to person
shall mean a natural person, a trustee, a corporation, a partnership and any
other form of legal entity. All references in the singular or plural number
shall be deemed to have been made, respectively, in the plural or singular
number as well, as the context may require.

38.2. Exhibits. Each and every document or other writing
which is referred to herein as being attached hereto or is otherwise designated
herein as an exhibit hereto is hereby made a part hereof.

38.2.1. Captions. The captions of Articles, sections,
subsections and the Table of Contents are for convenience only; they are not
intended to indicate all of the subject matter in the text and they shall not be
deemed to limit, construe, affect or alter the meaning of any provisions of this
Lease and are not to be used in interpreting this Lease or for any other purpose
in the event of any controversy.

39. Severability. If any provision contained in this Lease shall,
to any extent, be invalid or unenforceable, the remainder of this Lease (and the
application of such provision to persons or circumstances, if any, other than
those in respect of which it is invalid or unenforceable) shall not be affected
thereby, and each and every other provision of this Lease shall be valid and
enforceable to the fullest extent permitted by law.

40. Notices. All notices required to be given by Landlord to
Tenant shall be sufficiently given by overnight courier service delivery against
written receipt or signed proof of delivery, or mailing the same by registered
or certified mail, return receipt requested, to Tenant's Address or to such
other person or persons and address or addresses as Tenant may from time to time
designate in writing and deliver to Landlord in accordance with this Article.
Notices given by Tenant to Landlord shall be sufficiently given by registered or
certified mail, return receipt requested, overnight express delivery service or
by courier service delivery against written receipt or signed proof of delivery,
to Landlord at Landlord's Address or to such other person and address as
Landlord may from time to time designate in writing and deliver to Tenant in
accordance with this Article. Notices may be given on behalf of either party by
its counsel.

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41. No Representation by Landlord. Landlord and Landlord's agents
have made no representation, agreements, conditions, warranties, understandings,
or promises, either oral or written, other than as herein set forth, with
respect to the Lease, Buildings, Property, or Premises, or otherwise.

42. Whole Agreement. This Lease, the exhibits, and any riders
attached hereto and forming a part hereof set forth all of the promises,
agreements, conditions, warranties, representations and understandings between
Landlord and Tenant relative to the Premises and this leasehold. No alteration,
amendment, modification, waiver, understanding or addition to this Lease shall
be binding upon Landlord or Tenant unless reduced to writing and signed by
Landlord and Tenant or by a duly authorized agent of Landlord or Tenant
empowered by a written authority signed by Landlord and/or Tenant (as the case
may be).

43. Security Deposit. Intentionally Omitted.

44. Real Estate Broker. Landlord and Tenant each represent and
warrant to the other that it has dealt with no broker, agent or other
intermediary in connection with this Lease other than Julien J. Studley, Inc.
and Cushman & Wakefield of Virginia, and that insofar as it knows, no other
broker, agent or other intermediary negotiated this Lease or introduced Tenant
to Landlord or brought the Buildings to Tenant's attention for the lease of
space therein. Tenant recognizes Cushman & Wakefield of Virginia as its broker
of record for the Term of this Lease and authorizes Joshua Realty Corporation to
pay the commissions to Cushman & Wakefield of Virginia during the Term of this
Lease pursuant to an agreement of even date herewith and Landlord agrees that
Joshua Realty Corporation, as Landlord, shall be responsible for any commissions
payable to Julien J. Studley, Inc., with respect to this Lease, pursuant to a
separate agreement of even date herewith. Each party agrees to indemnify, defend
and hold the other and its partners, employees, agents, their officers and
partners, harmless from and against any claims made by any broker, agent or
other intermediary other than Julien J. Studley, Inc. and Cushman & Wakefield of
Virginia, with respect to a claim for broker's commission or fee or similar
compensation brought by any person in connection with this Lease, provided that
the indemnified party has not in fact retained such broker, agent or other
intermediary.

45. Inability to Perform. If Landlord or Tenant is delayed or
prevented from performing any of its obligations under this Lease by reason of
strike, labor troubles, or any cause whatsoever beyond its control, the period
of such delay or prevention shall be deemed added to the time herein provided
for the performance of any such obligation.

46. Corporate Entities. If Tenant is a corporation, each person
executing this Lease on behalf of Tenant hereby covenants and warrants that:
Tenant is a duly formed corporation qualified to do business in the state in
which the Premises is located; all Tenant's franchise and corporate taxes have
been paid to date; and such persons are duly authorized by such corporation to
execute and deliver this Lease on behalf of the corporation. Each person
executing this Lease on behalf of Landlord hereby covenants and warrants that:
Landlord is a duly formed corporation qualified to do business in the state in
which the Premises is located; all Landlord's franchise and

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corporate taxes have been paid to date; and such persons are duly authorized by
such corporation to execute and deliver this Lease on behalf of the corporation.

47. Recordation. At the time of execution of this Agreement,
Landlord and Tenant shall execute and acknowledge, in recordable form, for
notice and recording purposes only, a Memorandum of this Agreement, it being
expressly agreed that such Memorandum shall not supersede, add to or change this
Lease. The form of Memorandum is attached hereto as Exhibit "J" and Tenant may
cause the Memorandum to be recorded in the appropriate office for recording in
Fairfax County at Tenant's sole expense. Tenant covenants to execute and deliver
a termination of Memorandum upon the termination of this Lease, and Tenant
hereby appoints Landlord its attorney-in-fact to file any instrument to remove
or discharge from record any such Memorandum.

48. Time. Time is of the essence of this Lease and all of its
provisions.

49. Applicable Law. This Lease shall in all respects be governed
by the laws of the Commonwealth of Virginia.

50. Defined Terms. As used in this Lease, the following terms
have the meaning as set forth below, respectively:

50.1. Affiliate. Any corporation which is controlled by,
controlling, or under common control with Tenant. As used herein the term
"control" shall mean possession of the power, directly or indirectly, to vote
more than fifty percent (50%) of the voting securities having the ordinary power
for the election of directors.

50.2. Buildings: The physical structures located at 4050
Legato Road and 4000 Legato Road, Fairfax, Virginia.

50.3. Holidays: The following holidays:

50.3.1. For the Centerpointe I Building

New Year's Day
Martin Luther King Jr. Day (in even-numbered years)
Washington's (President) Birthday
Memorial Day
Independence Day
Labor Day
Columbus Day (in odd-numbered years)
Thanksgiving Day
Day After Thanksgiving
Christmas Day

50.3.2. For the Centerpointe II Building:

New Year's Day
Martin Luther King Jr. Day
Washington's (President) Birthday

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Memorial Day
Independence Day
Labor Day
Columbus Day
Veterans Day
Thanksgiving Day
Christmas Day

50.4. HVAC Off-Hours Rate: For the Centerpointe I
Building, a rate which shall include only Landlord's actual labor costs and the
reasonable cost for additional wear and tear of Landlord's equipment. For the
Centerpointe II Building, a charge per floor equal to $45.00 per hour, and
$54.00 per hour on Holidays (with a flat rate of $25.00 per hour payable for
each additional floor), with a two (2) hour minimum, subject to adjustment in
accordance with any increases in Landlord's actual labor costs and the
reasonable cost of additional wear and tear of Landlord's equipment.

50.5. Landlord: The Landlord named on page 1 of this Lease
and any subsequent owner of such Landlord's interest in the Buildings, as well
as their respective heirs, personal representatives, successors and assigns, all
subject to the provisions of Article 19.

50.6. Lease Interest Rate: The lesser of (A) the Prime
Rate in effect from time to time plus 3%, or, (B) the maximum amount or rate
that Landlord lawfully may charge Tenant in such circumstances, if such a
maximum exists.

50.7. Lease Taxes: Any tax, assessment, levy or other
charge (other than any income tax or the Fairfax County BPOL gross receipts or
gross expenditure taxes) by any federal, state or local law now or hereafter
imposed directly or indirectly upon Landlord with respect to this Lease or the
value thereof, or upon the Tenant's use or occupancy of the Premises, or upon
the Base Rent, Additional Rent or any other sums payable under this Lease or
upon this transaction.

50.8. Ordinary Business Hours: Monday through Friday,
inclusive, from 8:00 a.m. to 7:00 p.m., in the Centerpointe I Building, and from
8:00 a.m. to 6:00 p.m., in the Centerpointe II Building, and Saturdays from 8:00
a.m. to 1:00 p.m. in both Buildings, with Holidays excepted.

50.9. Prime Rate: The reference rate of interest as
published in the Money Rates section of the Wall Street Journal from time to
time, or if such reference rate is discontinued, such comparable rate as
Landlord reasonably designates by written notice to Tenant.

50.10. Property: The Buildings and the land owned by
Landlord upon which they stand, as more particularly described on Exhibit "HI'
attached hereto.

50.11. Real Estate Taxes: All real estate taxes and
assessments, general or special, ordinary or extraordinary, foreseen or
unforeseen (other than Lease Taxes) assessed or imposed upon the Buildings
and/or the Property. If, due to a future change in the method of taxation, any
franchise, income, profit or other tax, however designated, shall be levied or
imposed in substitution, in whole or in part, for (or in lieu of) any tax or
increase in any tax which would otherwise be included within the

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definition of Real Estate Taxes, then such other tax shall be deemed to be
included within Real Estate Taxes as defined herein. Any special assessments
which may be paid in installments shall be paid over the maximum number of
installments permitted without the imposition of any penalty. Except as provided
in the immediately-preceding sentence, Real Estate Taxes shall not include any
income, profit, franchise, capital stock, excise, estate, gift, succession,
transfer or recordation tax or levy.

50.12. Rent: Additional Rent and Base Rent, collectively.

50.13. Rentable Area of the Buildings: Deemed to be 203,630
square feet for each of the Centerpointe I Building and the Centerpointe II
Building.

50.14. Rentable Area of the Premises: As set forth in
Article 1.1 hereof.

50.15. Tenant: Each and every person hereinabove named as
Tenant on page 1 of this Lease and such persons' respective heirs, personal
representatives, successors and assigns, subject to the provisions of Article
14.7.

50.16. Tenant's Proportionate Share:

50.16.1. As to the Centerpointe I Building, Tenant's
Proportionate Share shall be 100% ("Tenant's Centerpointe I Proportionate
Share").

50.16.2. As to the Centerpointe II Building, Tenant's
Proportionate Share shall be 18.85% ("Tenant's Centerpointe II Proportionate
Share"), which is derived by dividing the Rentable Area of the Centerpointe II
Premises by 203,630, which is the Rentable Area of the Centerpointe II Building.

51. Delivery for Examination. DELIVERY OF THE LEASE TO TENANT
SHALL NOT BIND LANDLORD IN ANY MANNER, AND NO LEASE OR OBLIGATIONS OF LANDLORD
OR TENANT SHALL ARISE UNTIL THIS INSTRUMENT IS SIGNED BY BOTH LANDLORD AND
TENANT AND DELIVERY IS MADE TO EACH.

52. Environmental Matters.

52.1. Compliance with Law. For purposes of this Article
52, Landlord and Tenant shall each be referred to as the "Responsible Party"
with regard to their respective "Control Areas". Tenant's "Control Area" shall
be the Centerpointe I Building (but does not include the Core Elements of the
Centerpointe I Building), and the portion of the Premises in the Centerpointe II
Building, (but does not include the Core Elements within the Centerpointe II
Building that fall within the Centerpointe II Premises) while Landlord's
"Control Area" shall be the Property, exclusive of (i) the Centerpointe I
Building (but including the "Core Elements" of the Centerpointe I Building), and
(ii) the portion of the Premises in the Centerpointe II Building (but including
the Core Elements within the Centerpointe II Building that fall within the
Premises). Each Responsible Party shall conduct, and cause to be conducted, all
operations and activity at its Control Area in compliance with, and shall in all
other respects applicable to such Control Area comply with, all applicable
present and future federal, state, municipal and other governmental statutes,
ordinances, regulations, orders, directives and other requirements, and all
present and

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future requirements of common law, concerning the environment (hereinafter
collectively called "Environmental Statutes") including, without limitation, (i)
those relating to the generation, use, handling, treatment, storage,
transportation, release, emission, disposal, remediation or presence of any
material, substance, liquid, effluent or product, including, without limitation,
hazardous substances, hazardous waste or hazardous materials, (ii) those
concerning conditions at, below or above the surface of the ground and (iii)
those concerning conditions in, at or outside buildings. In addition, Landlord's
compliance obligation shall extend to matters existing at the Property
(including Tenant's Control Area) prior to the date hereof.

52.2. Permits. Each Responsible Party, in a timely
manner, with respect to its Control Area, shall obtain and maintain in full
force and effect all permits, licenses and approvals, and shall make and file
all notifications and registrations as required by Environmental Statutes, and
shall at all times comply with the terms and conditions of any such permits,
licenses, approvals, notifications and registrations.

52.3. Documents. Each Responsible Party shall provide to
the other party copies of the following, forthwith after each shall have been
submitted, prepared or received by the Responsible Party or any occupant of its
Control Area: (i) all applications and associated materials submitted to any
governmental agency relating to any Environmental Statute; (ii) all
notifications, registrations, reports and other documents, and supporting
information, prepared, submitted or maintained in connection with any
Environmental Statute; (iii) all permits, licenses, approvals, and amendments or
modifications thereof, obtained under any Environmental Statute; and (iv) any
correspondence, notice of violation, summons, order, complaint, or other
document received by such Responsible Party or any occupant of its Control Area
pertaining to compliance with or liability under any Environmental Statute.

52.4. Operations. Neither Responsible Party shall cause
or suffer or permit to occur in, on or under its Control Area any generation,
use, manufacturing, refining, transportation, emission, release, treatment,
storage, disposal, presence or handling of hazardous substances, hazardous
wastes or hazardous materials (as such terms are now or hereafter defined under
any Environmental Statute) or any other material, substance, liquid, effluent or
product now or hereafter regulated by any Environmental Statute (all of the
foregoing herein collectively called "Hazardous Substances"), except that
construction materials (other than asbestos or polychlorinated biphenyls),
office equipment, fuel and similar products (if contained in vehicles) and
cleaning solutions, and other maintenance materials that are or contain
Hazardous Substances may be used, generated, handled or stored in the Control
Area, provided such is incident to and reasonably necessary for the operation
of, maintenance of or conduct of business in the Control Area and is in
compliance with all Environmental Statutes and all other applicable governmental
requirements. Should any release of any Hazardous Substance occur at a Control
Area, the Responsible Party shall immediately contain, remove and dispose of,
from the Control Area such Hazardous Substances, and any material that was
contaminated by the release and to remedy and mitigate all threats to human
health or the environment relating to such release. When conducting any such
measures the Responsible Party shall comply with all Environmental Statutes.

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52.5. Indemnification. Each Responsible Party hereby
agrees to indemnify and to hold harmless the other party hereto of, from and
against any and all expense, loss or liability suffered by the other party
hereto by reason of the Responsible Party's breach of any of the provisions of
this Article, including, but not limited to, (i) any and all expenses that the
indemnified party may incur in complying with any Environmental Statutes, (ii)
any and all costs that the indemnified party may incur in studying, assessing,
containing removing, remedying, mitigating, or otherwise responding to, the
unlawful release of any Hazardous Substance or waste at or from the other
party's Control Area, (iii) any and all costs for which the indemnified party
may be liable to any governmental agency for studying, assessing, containing,
removing, remedying, mitigating, or otherwise responding to, the unlawful
release of a Hazardous Substance or waste at or from the other party's Control
Area, (iv) any and all fines or penalties assessed, or threatened to be
assessed, upon the indemnified party by reason of a failure of the indemnifying
party to comply with any obligations, covenants or conditions set forth in this
Article, and (v) any and all legal fees and costs incurred by the indemnified
party in connection with any of the foregoing.

52.6. General Compliance. The provisions of this Article
52 shall not be construed as limiting in any respect the covenants and
obligations of either party hereunder. All covenants, obligations and
liabilities of Landlord and Tenant under this Article 52 shall survive the
expiration or other termination of this Lease.

53. Tenant's Remedies.

53.1. If Landlord shall be in default in the performance
of any of its duties or obligations hereunder for fifteen (15) consecutive days
after written notice from Tenant (unless such default is not susceptible of cure
within fifteen (15) days in which event Landlord shall have failed to commence
curing such default within such fifteen (15) day period and diligently
prosecuted such cure until completion), and as a result thereof all or a
substantial portion of any floor is rendered untenantable, inaccessible,
incapable of use, or Tenant's use or enjoyment thereof is materially and
adversely affected, in addition to any other rights Tenant may have in law or
equity, Tenant may but shall not be obligated to cure such default on behalf of
Landlord. Landlord shall reimburse Tenant upon demand for all reasonable
out-of-pocket costs incurred by Tenant in curing such default, including,
without limitation, reasonable attorneys' fees and other legal expenses,
together with interest thereon at the Lease Interest Rate. Notwithstanding the
foregoing, Tenant shall not have any right in exercising its remedies under the
preceding sentence to make any repairs or modifications to areas outside the
Premises or to Building systems except those within and solely affecting the
Premises or those required to maintain direct access to the Premises or provide
services directly to the Premises (in any case in a manner which does not
materially adversely affect the Buildings or other tenants in the Centerpointe
II Building), or to provide any services for the benefit of any occupants of the
Buildings other than Tenant, or to retain any contractors or subcontractors to
perform such services which are not responsible contractors and subcontractors.
Tenant shall give written notice to Landlord prior to retaining any such
contractors or subcontractors of the identity of such contractors and
subcontractors.

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53.2. If the cure provided for under Article 53.1 above
involves a payment by Tenant for Landlord's account, then Tenant may set off the
amount of such payment (and the interest provided for in Article 53.1 above)
against any Rent payable by Tenant hereunder except for payments of Base Rent,
unless (a) Landlord's default is a failure to pay any portion of the Concession
Fund when the same is due, in which event Tenant shall have a right of set off
as against Base Rent and Additional Rent in the amount of any portion of the
Concession Fund that was not paid when due, together with interest at the Lease
Interest Rate from the due date until the date of set off, or (b) the set off
right arises in the last year of the Term or in the last year of any Renewal
Period, in which event Tenant shall have a right of set off against Base Rent
and Additional Rent. Notwithstanding anything else herein to the contrary,
however, in the event Landlord disputes that its has the obligation to reimburse
Tenant as aforesaid, Tenant shall not have any right of set off against the
amount thereof against Rent until such time that a court of competent
jurisdiction has entered a judgment which provides that Landlord was in fact
obligated to make such payment or Landlord is determined to have had such
obligation pursuant to the arbitration provisions set forth in Article 65 of
this Lease. The survival of Tenant's set off rights, if any, in the event of a
foreclosure or other enforcement of a mortgage, deed of trust or ground lease
shall be governed by Article 58 below.

54. Extension Option.

54.1. So long as Tenant is not in default under this
Lease, Tenant shall have an option to extend the Term of this Lease for two (2)
additional periods of five (5) years each (each a "Renewal Period"). The option
for each such additional 5-year Renewal Period term may be exercised by Tenant
only by written notice (the "Extension Exercise Notice") given to Landlord not
later than the date which is at least fifteen (15) months prior to the
expiration of the Term, in the case of the first 5-year option, and at least
fifteen (15) months prior to the expiration of the first Renewal Period (each an
"Option Exercise Date"), in the case of the second Renewal Period. In the event
that Tenant exercises the option to extend the Term in accordance with the
provisions hereof, the Term shall be extended accordingly. Tenant's extension
option for the first Renewal Period shall be for a minimum of fifty percent
(50%) of the Rentable Area of the Centerpointe I Building in a contiguous block
of space and shall be for no less than one-half of any particular floor.
Tenant's extension option for the second Renewal Period shall be for one hundred
percent (100%) of the space for which Tenant exercised the extension option
during the first Renewal Period. Upon the commencement of each Renewal Period,
Landlord shall grant to Tenant a reasonable refurbishment allowance in such
amount as may be mutually agreed to by Landlord and Tenant, which amount shall
be agreed to in conjunction with, and as a component of, the determination of
"Market Rental Value", as described below. Except as stated below in this
Article, all of the terms and conditions of this Lease in effect immediately
prior to the respective Renewal Period shall equally pertain in all respects to
the respective Renewal Period. All references in this Lease to the Term of this
Lease shall be construed to include the applicable Renewal Period, unless the
context clearly indicates that another meaning is intended. Tenant shall not
have the right to exercise the extension option for the second Renewal Period
unless Tenant had previously exercised the extension option for the first
Renewal Period.

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54.2. Annual Base Rent during the first Renewal Period
shall be the greater of (i) ninety percent (90%) of the Market Rental Value of
the Premises (as defined and determined below) for that period or (ii) the
then-current rate of Base Rent, net of Base Year Operating Expenses and Base
Year Real Estate Taxes; provided, however, that if the then-current Base Rent,
net of Base Year Operating Expenses and Base Year Real Estate Taxes is greater
than 100% of Market Rental Value, the annual Base Rent shall be 100% of Market
Rental Value. Annual Base Rent for the second Renewal Period shall be one
hundred percent (100%) of the Market Rental Value of the Premises. The
determination of Market Rental Value shall account for the fact that Base Year
operating Expenses and Base Year Real Estate Taxes for each Renewal Period shall
be the Operating Expenses and Real Estate Taxes incurred by Landlord during the
calendar year in which the applicable Renewal Period commences.

54.3. "Market Rental Value" of the Premises for the
Renewal Periods shall be determined by Landlord and Tenant not later than thirty
(30) days after Landlord's receipt of the respective Extension Exercise Notice
("Negotiation Period"). if Landlord and Tenant cannot agree as to Market Rental
Value of the Premises prior to the end of the Negotiation Period, then Tenant
may deliver written notice to Landlord within ten (10) days after the expiration
of the Negotiation Period rescinding Tenant's Extension Exercise Notice, in
which event this Lease shall expire upon the last day of the then-current Term.
If Tenant does not deliver such rescission notice within ten (10) days after the
expiration of the Negotiation Period, then Market Rental Value shall be
determined as follows:

54.3.1. Landlord and Tenant shall each, within fifteen (15)
days after the expiration of the Negotiation Period, select a broker, each of
whom shall be a Virginia-licensed real estate broker with at least ten (10)
years experience in the Fairfax/Fair Oaks office market, who shall determine the
Market Value Rental. The brokers shall be instructed to submit their written
determinations of the Market Rental Value of the Premises to Landlord and Tenant
within thirty (30) days after their appointment. In the event that higher of the
two determinations exceeds the lower of the two determinations by less than five
percent (5%), the Market Rental Value shall be the average of such
determinations. If the higher of the two determinations exceeds the lower of the
two determinations by five percent (5%) or more, the brokers shall, within ten
(10) days, appoint a third broker with similar qualifications to make such
determination of the Market Rental Value in accordance with the foregoing
limitations. In the event that the two brokers cannot agree as to the selection
of the third broker, either party may request that the President of the
Washington Area Commercial Brokers Council appoint the third broker. The third
broker shall be instructed to complete the appraisal procedure and to submit a
written determination of the Market Rental Value to Landlord and Tenant within
thirty (30) days after such broker's appointment. The rental rate that shall be
binding upon Landlord and Tenant as the Market Rental Value shall be the mean of
the two closest determinations; provided, however, that (i) if any determination
is agreed upon by any two of the brokers, then Market Rental Value shall equal
such agreed-upon determination, and (ii) if any determination is equidistant
from the other two determinations, then Market Rental Value shall equal such
middle determination. Landlord and Tenant shall each bear the costs of their
respective brokers. The expenses of the third broker shall be borne one-half
(1/2) by Landlord and one-half (1/2) by Tenant.

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54.3.2. For purposes of this Article, the term "Market
Rental Value" means the fair market rental rate per square foot of the Rentable
Area of the Premises that would be agreed upon between a landlord and a tenant
of similar creditworthiness entering into a new lease in comparable buildings
(with structured or below-grade parking amenities) of comparable age as the
Buildings, assuming the following: (A) the landlord and tenant are typically
motivated; (B) the landlord and tenant are well informed and well advised and
each is acting in what it considers its own best interests; (C) in the event the
Premises have been destroyed or damaged by fire or other casualty, they have
been fully restored; (D) the Premises are to be let with vacant possession and
subject to the provisions of this Lease for a term commensurate with the
respective Renewal Period. Market Rental Value shall take into account market
rents then being charged for leases of comparable square footage and comparable
space in other similar office buildings in comparable locations, rent escalation
provisions then prevailing, rental abatements, build-out allowances and other
concessions then customarily granted, any savings in brokerage commissions by
Landlord, and other terms customarily agreed to in market leases entered into at
such times.

55. Signage.

Tenant shall have the right to install two illuminated signs on the top
of the Centerpointe I Building identifying Tenant's corporate name or logo. The
signs must be of design, material, size, color, location and construction
methods acceptable and approved by Landlord prior to installation, which
approval shall not be unreasonably withheld, delayed or conditioned. In
addition, the signs shall be built and installed in accordance with all
applicable local county and state codes. Subject to the signage rights of
existing tenants (including how those prior rights impact on the total allowable
signage for the Property), Tenant shall have the right to install a monument
sign at the approach to the Centerpointe I Building so long as such sign
complies with all applicable local, county and state codes, and is of a design,
character and at a location reasonably satisfactory to Landlord. The signs shall
be provided and installed by Tenant as part of the Concession Fund and the signs
shall be removed and the Buildings restored to their original condition at
Tenant's expense at the end of the Term. So long as Tenant occupies more
Rentable Area in the Buildings than any other tenant, Landlord shall grant no
further signage rights to other tenants. At such time as (i) the rights of
Quality Systems, Inc. expire in and to the Centerpointe II Building, and (ii) in
the event Tenant is leasing at least twenty-five percent (25%) of the Rentable
Area of the Centerpointe II Building, and (iii) there is no contiguous space
leased to a single tenant or contiguous empty space in the Centerpointe II
Building containing a Rentable Area which is greater than the Rentable Area
leased by Tenant in the Centerpointe II Building, then Tenant shall have the
right to install one illuminated sign on the top of the Centerpointe II Building
identifying Tenant's corporate name or logo. Such sign shall be subject to the
same requirements as are set forth above with respect to the signs on the
Centerpointe I Building.

56. Storage Space.

Tenant shall have the right, at its sole cost and expense, to convert
up to approximately 3,000 square feet of Tenant's garage parking area (described
in Article 60 below) to a storage area provided that such conversion is in
accordance with law and is in a location and design acceptable to Landlord,
which approval shall not be unreasonably withheld, delayed or conditioned. Any

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parking converted to storage shall directly reduce Tenant's parking allocation,
as described in Article 60. All storage improvements shall be removed and the
garage restored to its original condition at Tenant's expense, at the end of the
Term.

57. Food Service In Centerpointe II Building. Landlord agrees
that so long as Tenant does not operate its own cafeteria in either of the
Buildings, Landlord shall not lease the portion of the first floor of the
Centerpointe II Building which is presently leased to Centerpointe Cafe for use
other than as a deli-type food service operation comparable to that offered by
Centerpointe Cafe. Tenant acknowledges that Landlord shall have the right to
change the location of the food service operation to any other portion of the
first floor of the Centerpointe II Building (provided that such new space shall
provide for seating for at least 85 patrons), in which event the negative
covenant described in the first sentence of this Article shall apply only to
such space and that Landlord is free to change the identity of the tenant of
such food service operation from time to time during the Term of this Lease.

58. Non-Disturbance. As to each Overlessor, deed of trust
trustee, mortgagee or holder of any other interest to which this Lease shall
hereafter become subordinate pursuant to Article 35 or Article 36 (each a
"Senior Holder"), such subordination is subject to the express condition that so
long as Tenant is not in default in its obligations hereunder beyond applicable
grace periods, (a) Tenant will not be made a party in any action or proceeding
by such Senior Holder to recover possession of the Property and/or the Premises,
or to any trustee's or sheriff's sale of the Property or to foreclose any
mortgage, (b) Tenant's possession shall not be disturbed by such Senior Holder,
and (c) this Lease shall not be cancelled or terminated by such Senior Holder
and shall continue in full force and effect upon such foreclosure or recovery of
possession as a direct lease between Tenant and the person or entity acquiring
the interest of Landlord, or between Tenant and the Overlessor, as the case may
be, upon all the terms, covenants, conditions and agreements set forth in this
Lease, provided in each case that, unless the Senior Holder is the General
Electric Pension Trust, the trustees or any subsidiary thereof, neither such
Senior Holder nor any person or entity acquiring title to the Buildings as a
result of foreclosure or trustee's sale nor any successor or assign of either of
the foregoing shall be (i) bound by or liable for any payment of Rent which may
have been made more than thirty (30) days before the due date of such
installment, (ii) subject to any defense or offset which Tenant may have to the
payment of Rent or other performance under this Lease, unless a Senior Holder
that institutes a foreclosure or other conveyance of title to a Building or
Buildings has been notified of Tenant's claim of a set off right, and, if the
set off rights are determined pursuant to a court action or arbitration, has
been given the opportunity to appear in, an action in which Tenant is awarded a
set off right pursuant to Article 53.2 above, in which event Tenant's right of
set off shall be limited as against such Senior Holder or any party acquiring
such title to 75% of any Monthly Installments of Additional Rent payable
thereunder from time to time from and after the date on which such Senior Holder
or other party acquires title to a Building or Buildings, (iii) bound by any
amendment or modification to this Lease made without the consent of such Senior
Holder, (iv) liable for any monies owing by Landlord or on deposit with Landlord
to the credit of Tenant, which such Senior Holder shall not have received,
except as aforesaid, or (v) bound by or liable for any act or omission of any
prior Landlord, and Tenant shall not have any right to set off (except as
provided in clause (ii) above) or assert against such Senior Holder or other
person or entity any claim or damages arising therefrom. The provisions of this

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Article 58 shall be self-operative and no further instrument of subordination or
attornment shall be required to be provided by any Senior Holder or by Tenant.
Tenant agrees, however, whenever requested to do so upon reasonable notice, to
execute such instruments confirmatory of the provisions of this Article 58 as
Landlord or any Senior Holder requesting the same may reasonably require.

59. Exercise Room. Landlord shall provide an allowance of $35,000
for Tenant's purchase of exercise equipment for use in the fitness center which
Tenant intends to construct in the Centerpointe I Building. The foregoing
equipment allowance shall be in addition to the Concession Fund. The fitness
center shall otherwise be constructed by Tenant at Tenant's sole cost and
expense.

60. Parking. Tenant shall have the right to park up to 3.6
automobiles per 1,000 rentable square feet of the Premises free of charge to
Tenant throughout the Term (including any renewal terms), subject to
readjustment pursuant to Article 56 above. Tenant's total parking allotment
shall initially be eight hundred seventy-one (871) spaces (which spaces shall be
unassigned for the portion of the garage beneath the Centerpointe II Building),
comprised of seven hundred fourteen (714) spaces in the garage and one hundred
fifty-seven (157) spaces on the surface lot. Landlord shall designate within the
garage that portion of the garage for use by tenants of each of the respective
Buildings. Tenant's garage parking shall include the entire portion of the
garage designated by Landlord for the use of the Centerpointe I Building (which
portion shall be below the Centerpointe I Building) provided that Tenant's usage
shall not restrict access and use of the parking areas for the Centerpointe II
Building.

61. Right of First Offer.

61.1. At any time that there remains at least four (4)
years in the Term, including during any exercised Renewal Periods, (provided,
however, that the rights set forth in this Article 61 during a Renewal Period
shall only be applicable if Tenant is occupying eighty percent (80%) or more of
the Rentable Area of the Centerpointe I Building), and provided Tenant is not in
default of any of the terms and conditions in this Lease, Tenant shall have the
rights of first offer set forth in this Article with respect to any space in the
Centerpointe II Building that becomes available following (or in anticipation
of) the vacation of such space by any tenant, provided that the space is not as
of the date of this Lease under any previous options or rights of first offer or
first negotiations to any other tenant (or its assignee or sublessee) of the
Centerpointe II Building (the "First Offer Space"). First Offer Space shall not
include any space which was not previously leased to and occupied by another
tenant. Gin the event that Landlord shall propose to actively market or lease
any First Offer Space to prospective tenants' then Landlord shall first give
written notice (the "Offer Notice") to Tenant notifying Tenant of such intention
and designating the First Offer Space which Landlord intends to so market or
lease and specifying in good faith the Base Rent, Additional Rent, escalations,
tenant concessions and other terms and the date on which Landlord would require
Tenant or the prospective tenant to occupy such First offer Space (each such
date shall herein be defined as a "Scheduled Commencement Date") Upon the giving
of an Offer Notice by Landlord, Tenant shall thereupon have an option (a "Right
of First Offer"), exercisable by notice (an "Acceptance Notice") given to
Landlord not later than ten (10) business

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days after the receipt of the Offer Notice, to lease the designated First Offer
Space on the terms and conditions specified below in this Article. If the First
Offer Space shall be for a term which is not coterminus with the Term of this
Lease, Landlord's Offer Notice shall also include the terms and conditions upon
which Landlord would lease the First Offer Space for a term that is coterminus
with the Term, and Tenant shall elect in its Acceptance Notice whether Tenant
shall lease the First Offer Space for a coterminus term upon such terms and
conditions or for the term that Landlord had otherwise been marketing for the
First Offer Space. In the event Tenant does not exercise its option as aforesaid
for any First Offer Space as to which Tenant receives an Offer Notice from
Landlord, then Landlord shall have the right to enter into a lease with respect
to such designated First Offer Space (on terms substantially similar to, and at
a net effective base rental which is no less than 95% of, the terms of the Offer
Notice) with another tenant during the period which is twelve (12) months after
the date of Landlord's Offer Notice. If Landlord enters into a lease with
another tenant for First Offer Space as aforesaid, at the end of the term of any
such lease, Tenant's rights of first offer shall be reinstated for the remainder
of the Term of this Lease as to such space, subject to the terms and conditions
herein stated.

61.2. In the event that Tenant shall exercise its Right of
First offer with respect to any First Offer Space, all of the terms and
conditions of this Lease applicable to the Premises generally, shall apply to
such First Offer Space, except that Base Rent, Additional Rent, renewal options,
escalations, tenant concessions and other economic terms and any other terms set
forth in the Offer Notice shall control if inconsistent with this Lease (or if
not addressed in this Lease), and except as otherwise set forth below in this
Article. Landlord and Tenant shall execute a lease addendum within twenty (20)
days after the date of the Acceptance Notice to memorialize the terms of the
Offer Notice. First Offer Space shall be delivered to Tenant in its then "as-is"
condition and state or repair, unless otherwise specified in the Offer Notice.

61.3. The Scheduled Commencement Date for First Offer
Space as to which Tenant shall have given an Acceptance Notice ("Accepted First
Offer Space") and the dates upon which Rent shall become due shall be specified
by Landlord in the Offer Notice. If Landlord shall fail to deliver timely
possession of such Accepted First Offer Space for any reason beyond Landlord's
control, Landlord shall not be subject to any liability to Tenant, provided,
however, that Landlord shall use reasonable efforts to evict any holdover tenant
and the date upon which Rent shall be payable shall be equitably adjusted.

61.4. The Term of this Lease shall commence as to each
Accepted First Offer Space on such date, which for purposes of this Article
shall be a "Subsequent Lease Commencement Date" for such Accepted First Offer
Space, as shall be the date (the "Availability Date") Landlord makes such
Accepted First Offer Space available for the commencement of Tenant Work. On the
Subsequent Lease Commencement Date for such Accepted First Offer Space, such
First Offer Space shall become part of the Premises. This Lease shall terminate
as to Accepted First Offer Space upon the expiration of the Term, if the term
for such First Offer Space is co-terminus with the Term, or on the date
otherwise specified in the Offer Notice and elected by Tenant in the Acceptance
Notice.

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61.5. From and after the Subsequent Rent Commencement Date
for Accepted First Offer Space, the "Tenant's Centerpointe II Proportionate
Share" shall be increased by the percentage which is derived by dividing the
rentable square footage of such Accepted First offer Space by 203,630.

62. Expansion Space.

62.1. So long as Tenant is not in default under the terms
of this Lease, Tenant shall have the option to lease the approximately 9,062
rentable square feet of the sixth (6th) floor and the approximately 9,469
rentable square feet of the tenth (10th) floor in the Centerpointe II Building
which are not presently leased to other tenants ("Expansion Space"), provided
that Tenant exercises its option to lease either or both partial floors by
written notice delivered to Landlord ("Expansion Notice") on or before March 31,
1993, which notice shall advise Landlord of the date that Tenant shall occupy
the Expansion Space, which date shall be no later than March 1, 1994. Landlord
shall make available the Expansion Space to Tenant for Tenant Work within five
(5) days after Landlord's receipt of the Expansion Notice.

62.2. If Tenant delivers to Landlord its Expansion Notice
at any time on or before March 31, 1993, all of the terms and conditions of this
Lease applicable to the Premises shall apply to such Expansion Space, except as
set forth below in this Article. Expansion Space shall be delivered to Tenant in
its then "as-is" condition and state of repair, but the Concession Fund shall be
increased pro rata based on the square footage of the Expansion Space.

62.3. The Term of this Lease shall commence as to such
Expansion Space on such date, which for purposes of this Lease shall be the
"Expansion Space Lease Commencement Date," as shall be the date Tenant or anyone
claiming under or through Tenant enters such Expansion Space to commence actual
construction of the Tenant Work.

62.4. Tenant's obligation to pay Rent for the Expansion
Space shall commence on March 1, 1994 ("Expansion Space Rent Commencement
Date"). If Tenant occupies the Expansion Space for the Permitted Use prior to
the Expansion Space Rent Commencement Date, Tenant shall pay to Landlord for the
period between the date of such occupancy and the Expansion Space Rent
Commencement Date, an amount equal to Five Dollars ($5.00) per rentable square
foot per annum, in equal monthly installments, in advance, as Additional Rent
hereunder. All other obligations of Tenant pertaining to the Expansion Space
under this Lease shall commence on the Expansion Space Lease Commencement Date.

62.5. Unless Tenant exercises its option to lease both of
the partial floors that comprise the Expansion Space, as provided in Article
62.1 above, Landlord agrees, (i) as to one of the two partial floors, to be
selected by Landlord, if neither partial floor is so leased by Tenant, or (ii)
as to the remaining partial floor, if one of the partial floors is so leased by
Tenant (the applicable floor in item (i) or (ii) above is herein defined as
"Five Year Space"), that Landlord will not enter into any lease for the Five
Year Space for a term that exceeds five (5) years, and following the expiration
of the term of such lease for the Five Year Space, Tenant shall have the option
to lease the Five Year Space, to be exercised by the delivery of a notice to
Landlord within thirty (30) days after Landlord provides Tenant with written
notice as to the availability of the Five

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Year Space, provided that the Base Rent payable with respect to the Five Year
Space shall be at the "Market Rental Value," as defined in, and determined
under, Article 54.3 above. Any renewal rights granted to a tenant of the Five
Year Space shall be subordinate to Tenant's option as aforesaid.

62.6. After the Expansion Space Rent Commencement Date
with respect to the Expansion Space, Tenant's Centerpointe II Proportionate
Share shall be increased by an amount equal to the percentage derived by
dividing the rentable square footage of the Expansion Space by 203,630.

63. Measurement of Premises. Intentionally Omitted

64. Tenant's Affiliation Representation. Tenant represents and
warrants that (i) it does not directly or indirectly control the General
Electric Company and is not directly or indirectly controlled by or under common
control with the General Electric Company; (ii) neither the Tenant nor any
principal of the Tenant is an officer, director or employee of the General
Electric Company or any subsidiary of any affiliated company of the General
Electric Company; and (iii) it is not a partnership in which the General
Electric Company or any subsidiary of any affiliated company of the General
Electric Company is a ten percent (10%) or more (directly or indirectly, in
capital or profits) partner.

65. Arbitration

(a) If any controversy shall arise between the
parties with respect to the matters stated in this Lease to be resolved by
arbitration and that dispute shall not be resolved by the parties within ten
(10) days after either of the parties shall notify the other of its desire to
arbitrate the dispute, then the dispute shall be settled by arbitration, as
hereinafter provided, and judgment upon the award shall be entered in any court
having jurisdiction. The arbitrators shall have no power to change any
provisions of this Lease in any respect, and the jurisdiction of the arbitrators
is expressly limited accordingly. Neither party shall interrupt the progress of
its respective area of performance under this Lease pending the determination in
the arbitration proceeding.

(b) The party desiring such arbitration shall
give written notice to that effect to the other party and shall in such notice
appoint a disinterested person in the Northern Virginia area of recognized
competence and experience in the field which is the subject matter of the
dispute as one of the arbitrators. Within fifteen (15) days thereafter, the
other party shall, by written notice to the original party, appoint a second
disinterested person in the Northern Virginia area of recognized competence and
having at least ten (10) years experience in such field as an arbitrator. The
arbitrators thus appointed shall appoint a third disinterested person in the
Northern Virginia area of recognized competence in such field, and such three
arbitrators shall, as promptly as possible, determine such matter, provided,
however, that (i) if the second arbitrator shall not have been appointed as
aforesaid, the first arbitrator shall proceed on ten (10) days notice to the
parties to determine such matter; and (ii) if the two arbitrators appointed by
the parties shall be unable to agree, within fifteen (15) days after the
appointment of the second arbitrator, upon the appoint of a third arbitrator,
they shall give written notice of such failure to agree to the parties,

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and, if the parties fail to agree upon the selection of such third arbitrator
within fifteen (15) days after the arbitrators appointed by the parties give
notice as aforesaid, then within ten (10) days thereafter either of the parties
upon written notice to the other party hereto may request such appointment by
the American Arbitration Association (or any organization successor thereto), or
in its absence, refusal, failure or inability to act, may apply for such
appointment to a Court of competent jurisdiction.

(c) The arbitration shall be conducted in
accordance with the rules of the American Arbitration Association (or its
successor) and the decision of a majority of the arbitrators (or sole
arbitrator, as the case may be) shall be binding, final and conclusive on the
parties and judgment thereon may be entered in any court having jurisdiction
thereof. Landlord and Tenant shall be entitled to present evidence and arguments
to the arbitrators. If a majority of the arbitrators (or sole arbitrator, as the
case may be) believe that expert advice would materially assist them in the
resolution of the matter in dispute, they may retain one or more qualified
persons, including, but not limited to, legal counsel, architects or engineers,
to provide such expert advice. The fees of the arbitrators and the expenses
incident to the proceedings shall be borne equally between Landlord and Tenant.
The fees of respective counsel engaged by the parties, and the fees of expert
witnesses and other witnesses called by the parties, shall be paid by the party
which loses in the proceedings The arbitrators shall give written notice to the
parties stating their determination, and shall furnish a copy of such
determination signed by them to each party.

IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties hereto have executed this Agreement of Lease on the date first set forth
herein.

Landlord:
JOSHUA REALTY CORPORATION, a Delaware
corporation

By: /s/ Steven D. Burton
------------------------
Steven D. Burton,
Vice President

Tenant:
AMERICAN MANAGEMENT SYSTEMS, INC,
a Delaware corporation

By: /s/ Frank A. Nicolai (Seal)
-----------------------

[THE FOLLOWING PAGES OF THE ORIGINAL DOCUMENT INCLUDED AS EXHIBITS A-1 AND A-2
FLOOR PLANS OF THE PREMISES.]

<PAGE> 59
EXHIBIT "B"

Landlord's Base Building Modifications

The following items are to be the sole responsibility of the Landlord.
The items will be completed in accordance with the dates indicated below:

1. Landlord will provide electrical sub-meters for first floor
tenant space in the Centerpointe I Building by December 1, 1992 and the third
and the fourth floors in the Centerpointe II Building by August 1, 1993.

2. The base Building core shells were constructed in accordance
with 1984 BOCA Codes at which time the building met all applicable codes.
Landlord will make any modifications allowable per code to bring the Building
up to the 1990 BOCA Code by December 1, 1992.

3. Landlord will provide roll-down doors at garage entry/exits
with card readers for security purposes by December 1, 1992.

4. By December 1, 1992, Landlord will provide an awning over the
loading dock area from the exterior Building doors to compactor area for the
Centerpointe I Building. Additionally, by December 1, 1992 a ramp will be
constructed in place of the stairs adjacent to the dock for the Centerpointe I
Building. The final design, material, color and location shall be subject to
all County codes, as well as Tenant's review.

5. Landlord will reimburse Tenant for the costs incurred in
connection with the removal of all existing data/telecommunications wiring from
previous tenants. Such reimbursement shall be in addition to the Concession
Fund.

6. Landlord will diligently pursue alternatives to provide easier
walking access to Fair Oaks Mall. Landlord's total cost for design,
engineering and construction shall not exceed $25,000. Any in-house costs
associated with the approval process shall be at the Landlord's expense.

7. Landlord has negotiated with the County for the right of
Tenant to occupy, on a rent-free basis, a maximum of 2,000 square feet in the
Centerpointe I Building in a location reasonably acceptable to the County, for
use as a construction management office. Tenant agrees to indemnify, defend
and hold Landlord harmless from and against any loss arising from Tenant's use
of such space.

8. Landlord will provide Tenant with transformers to accommodate
4 watts per square foot demand load at 120 volts for tenant power on a floor by
floor basis on the respective Lease Commencement Date and Subsequent Lease
Commencement Date for each floor.

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9. Based on a maximum occupancy of one hundred ten (110) people
on a typical full office floor, the Landlord will provide 2,200 cubic feet per
minute (CFM) of outside air per floor. The actual available outside air
volume, per floor, will be confirmed by an AABC or NEBB certified air balance
report. All costs associated with providing certified air balance report shall
be borne by Landlord. Should the actual available outside air volume on a
typical office floor be less than 1,980 CFM of outside air, the Landlord, at
its expense, will increase outside air volume to a minimum 2,200 CFM, per
floor, by May 1, 1993.

10. Landlord will provide the necessary improvements to reduce the
average noise levels in office areas not to exceed NC-35 and areas within 101
of machine rooms not to exceed NC-40. Tenant will assist Landlord by
attempting to locate non-office uses around mechanical rooms on the respective
Lease Commencement Date and Subsequent Lease Commencement Date for each floor.

11. Landlord shall prepare a plan with respect to ADA requirements
for the Buildings by December 15, 1992, which Tenant shall have the right to
review (but not approve), it being acknowledged that Landlord shall in its sole
judgment determine what modifications to the Core Elements may be necessary to
comply with ADA.

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EXHIBIT "C"

Tenant Design and Construction Process

Tenant shall construct the Tenant Work in a good and workmanlike
manner and in compliance with all laws and all requirements of insurance
underwriters rating or insuring the Buildings, the Premises and/or the
Property, and in accordance with the following requirements:

1. DESIGN.

A. The plans, specifications and drawings for the Tenant
Work (the "Tenant Plans") shall be prepared by Tenant's architect and
engineers, who shall be licensed and registered in the Commonwealth of
Virginia, shall be sufficient for governmental approval and construction
thereof, and comply with the plans and specifications for the Buildings and
with all applicable laws, ordinances, rules, regulations and other requirements
of all governmental and quasi-governmental authorities having jurisdiction
thereof and all insurance requirements.

B. The Tenant Plans for the Initial Space shall be
delivered to Landlord promptly following the date hereof for Landlord's
approval, and, for Subsequent Space, no later than the same time such Plans are
submitted to Tenant's General Contractor (as defined in Paragraph 2 below) for
pricing of Tenant Work on such Subsequent Space. Landlord shall not
unreasonably withhold, condition or delay its approval of the Tenant Plans or
any revisions thereto (the Tenant Plans as approved by Landlord are hereinafter
referred to as the "Final Plans") and within five (5) business days of receipt
of the Tenant Plans, Landlord will notify Tenant in writing ("Landlord's Plan
Notice") whether the Tenant Plans have been approved or disapproved, and if
disapproved, Landlord's Plan Notice shall explain in reasonable detail the
deficiencies that resulted in the disapproval. Following receipt of Landlord's
Plan Notice, Tenant shall submit to Landlord revisions of the Tenant Plans
which correct the deficiencies. If Landlord shall disapprove the revisions of
the Tenant Plans, Landlord's Revised Plan Notice shall explain in reasonable
detail the deficiencies which resulted in the disapproval. Following receipt
of Landlord's Revised Plan Notice, Tenant shall submit to Landlord further
revisions to the Tenant Plans which correct the deficiencies. The procedures
and time periods relating to submitting and resubmitting and approving or
disapproving revisions to the Tenant Plans shall apply to any subsequent
revisions to the Tenant Plans.

C. Tenant shall have the right to make changes from time
to time to the Final Plans (herein called the "Revisions"). All Revisions
which affect structural, or materially affect electrical, plumbing or
mechanical components of the Buildings shall be subject to Landlord's prior
written approval, which approval shall not be unreasonably withheld,
conditioned or delayed. No approval of Tenant Plans and/or Final Plans shall
in any way be deemed to be an agreement by Landlord that the Tenant Plans, the
Final Plans and/or the Tenant Work comply with any laws, ordinances, rules,
regulations or requirements of any governmental authority having jurisdiction
thereof or any insurance requirements.

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2. COSTS.

Tenant shall enter into a construction contract ("General
Contract Agreement") for the performance of the Tenant Work with Davis
Construction Company (such firm being hereinafter referred to as the "General
Contractor"). Tenant shall have the right to change the General Contractor
subject to Landlord's prior written consent, which consent shall not be
unreasonably withheld, conditioned or delayed. Landlord shall have the right
to review the mechanical, electrical and plumbing subcontractors that will
perform any of the Tenant Work, as well as any subcontractors that will perform
any structural work. Prior to entering into the General Contract Agreement,
Tenant shall submit the same to Landlord for its approval, which approval shall
not be unreasonably withheld, conditioned or delayed. The General Contractor
Agreement shall not be modified, amended or terminated without obtaining the
prior written consent of Landlord, which consent shall not be unreasonably
withheld, conditioned or delayed. The General Contract Agreement and each
subcontract shall provide for a ten percent (10%) retainage until the Tenant
Work shall be substantially completed in accordance with the Final Plans.
Provided that Landlord disburses the Concession Fund in accordance with the
terms of Exhibit "D", Tenant shall pay, when due, all amounts owing to the
General Contractor or any other person in connection with the construction
and/or performance of the Tenant Work. Tenant and the General Contractor shall
be solely responsible for the transportation, safekeeping and storage of
materials and equipment used in the performance of the Tenant Work, for the
removal of waste and debris resulting therefrom to the Buildings' dumpsters and
for any proven damage caused by them during the course of the Tenant Work to
the Buildings or the Property. Tenant shall not permit any financing
statements or statements to be filed with respect to any of the foregoing
alterations, additions or improvements by Tenant.

3. COMPLETION.

A. Tenant shall be solely responsible for the
construction of the Tenant Work. Tenant and its contractors shall work in
harmony and shall not interfere with Landlord, Landlord's contractors, any
other tenants of the Buildings or such tenants' contractors.

B. All Tenant Work shall be done in accordance with, and
subject to all of the terms and conditions provided in this Exhibit "C". In
connection therewith, Tenant and/or its contractors shall provide to Landlord,
and shall maintain at all times during the performance of Tenant Work,
Insurance as described in the Insurance Addendum attached hereto as Schedule
"C-1". Certificates for such insurance shall be furnished to Landlord before
Tenant or its contractors commence to perform Tenant's Work. Landlord shall
not be liable in any way for any injury, loss or damage that may occur to any
of Tenant's, or Tenant's contractor's decorations, fixtures, installations,
supplies, materials, or equipment unless any such injury, loss or change is due
to Landlord's gross negligence or willful misconduct and is not covered by
insurance which Tenant is required to carry pursuant to this Exhibit "C"; any
such entry upon the Premises by Tenant and/or its contractors being at their
sole risk.

C. Prior to the final payment under the General Contract
Agreement for the Initial Space, or any segment of the Subsequent Space, Tenant
shall deliver to Landlord a copy of

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the final certificate of occupancy (or a non-residential use permit, if such a
permit is issued in lieu of a certificate of occupancy) for the Initial Space
or the relative segment of the Subsequent Space, together with certificates of
substantial completion by Tenant's architect, Tenant's engineers and by the
General Contractor, all of which shall certify to Landlord that the Tenant Work
has been completed substantially in accordance with the Final Plans and any
changes thereto made in accordance with the terms of this Lease. Prior to the
final payment under the General Contract Agreement, Tenant shall deliver to
Landlord a reproducible sepia of the "as built" plans and specifications for
the fully completed Tenant Work prepared and certified by Tenant's architect or
the General Contractor. Without limiting the foregoing, Tenant shall be
responsible for obtaining a certificate of occupancy (or a non-residential use
permit, if such a permit is issued in lieu of a certificate of occupancy) for
the Premises or such other certificate or approval as shall be required in
order for Tenant to legally occupy the Premises and shall promptly deliver a
copy thereof to Landlord.

4. TENANT'S REPRESENTATIVES.

Tenant hereby constitutes and appoints Dale Moser, Tom Huba
and Mike Mitchell (AMS) and Mike Solomon and Gary Helminski (Cushman &
Wakefield) its representatives (individually a "Tenant Representative" and
collectively the "Tenant Representatives") to deal with Landlord in connection
with the Tenant Work. Any notices and/or approvals given to or by any one of
the said Representatives shall be binding upon Tenant and Landlord shall be
entitled to rely on notices or approvals delivered by any one of such
Representatives. Tenant may change the designation of the Tenant
Representatives by notice in writing to Landlord.

5. DISBURSEMENT PROVISIONS.

Tenant shall, from time to time during the course of
construction of the Tenant Work and following the completion of the
construction by Tenant of the Tenant Work, but not more frequently than once
per month, submit to Landlord an Application for Payment in the form attached
hereto as Exhibit "D" which shall set forth the amount of all costs and
expenses which have been incurred by Tenant to the date of such statement for
Tenant Work (excluding amounts previously reimbursed to Tenant by Landlord
pursuant to previous statements) and for which Tenant is entitled to
reimbursement from the Concession Fund as more particularly set forth in
Article 4.2 of the Lease to which this Exhibit "C" is attached. Each
Application for Payment shall be accompanied by supporting waivers of liens
from the General Contractor and from each subcontractor to which payments will
be made from advances made pursuant to the Application for Payment. Provided
that the Concession Fund has not been exhausted and there is no default (which
default shall not require the delivery of any notice or the expiration of any
cure periods for the purpose of relieving Landlord from any obligation to
advance any portion of the Concession Fund in the face of such default,
although Tenant shall otherwise be entitled to applicable notice and cure
periods as a condition precedent to Landlord exercising its remedies under the
Lease) under the Lease, Landlord will cause the approved amount to be paid to
Tenant on the fifth (5th) business day after Landlord's receipt thereof;
provided further that all other conditions set forth in this Exhibit "C" shall
have been satisfied.

C-3
<PAGE> 64
6. TENANT SUBMISSIONS.

A. Prior to the commencement of construction in the
Initial Space, and prior to the commencement of construction in any segment of
the Subsequent Space, Tenant shall submit to Landlord a copy of the building
permit or permits required for the construction of the Tenant Work as to such
space.

B. Prior to the final payment under the General Contract
Agreement, Tenant shall deliver to Landlord final lien waivers from the General
Contractor, Tenant's architect and engineers (to the extent they are entitled
to file mechanic's liens with respect to their services) and all
subcontractors, materialmen and suppliers. Tenant shall use its best efforts
to secure lien waivers as aforesaid. If Tenant cannot secure any such lien
waiver(s) Tenant agrees to post a bond to clear any such lien if filed of
record.

7. OWNERSHIP OF IMPROVEMENTS.

Landlord and Tenant hereby agree and acknowledge that,
notwithstanding the fact that Tenant may be contracting for the design and
construction of the Tenant Work, immediately upon its installation in the
Premises, all Tenant Work (including, without limitation, all general office
construction items, all mechanical, plumbing and HVAC equipment, all voice or
data communications wiring, and all raised computer access flooring) shall be
and remain the property of Landlord, and shall not thereafter (except as
otherwise provided in the Lease) be subject to removal by Tenant or in any
other manner be deemed the property of Tenant.

8. TENANT'S RIGHTS.

In its performance of the Tenant Work, Tenant shall have the
right to take such actions and utilize such facilities as are customarily and
reasonably taken and utilized in the construction of comparable space, subject
to such customary and reasonable restrictions as Landlord may adopt in the
prudent management of the Buildings. Tenant shall not be charged for the use
of utilities, elevators, loading docks, and similar Building facilities in the
construction of the Tenant Work. No fees of any manner shall be charged by
Landlord for its review of plans and drawings or any supervision or inspection
of the Tenant Work. Landlord shall cause any of its contractors working in the
Buildings to work in harmony with Tenant and the General Contractor, and
Landlord shall not knowingly permit any other contractors to interfere with the
performance of the Tenant Work.

C-4
<PAGE> 65
Insurance Addendum
Page 1

EXHIBIT "C-1"
INSURANCE ADDENDUM

This Insurance Addendum is a part of the Agreement between Owner and Contractor
dated ____ July 1992.

Notwithstanding anything to the contrary in the Agreement to which this
Addendum is attached, or in any other agreement between Contractor, Owner
and/or Architect, Landlord or their respective subcontractors, agents,
employees or representatives, the parties hereto agree as follows:

All general liability and umbrella liability insurance coverage
required herein or in any other agreement between the parties shall be
written on an "Occurrence Basis".

Contractor shall at all times during the period in which this Contract
is in force, provide, maintain and require all subcontractors to
provide and maintain the following types of insurance protecting the
interest of Landlord and Owner and Contractor with limits not less
than those as set forth below:

WORKER'S COMPENSATION INSURANCE (WC) to cover statutory limits
of the Worker's Compensation Law of the State of Virginia,
with Coverage B Employer's Liability coverage in limits not
less than $500,000

COMMERCIAL GENERAL LIABILITY (GGL) insurance for hazards of
(i) Premises Operations, (ii) Elevators and Escalators, (iii)
Independent Contractors, (iv) Coverage for explosion,
collapse, and underground (X, C, U), (v) Products and
Completed Operations coverage, (vi) Contractual Liability on a
"Blanket" basis designating all written and oral contracts
related to the work, (vii) Personal Injury Liability for
groups of offenses A, B, and C (with exclusions pertaining to
liability assumed by the insured under contract, and to
personal injury sustained by any person as a result of an
offense directly or indirectly related to the employment of
each person by the named insured deleted), and (viii)
Incidental Medical Malpractice coverage. Such Commercial
General Liability Insurance must be endorsed with a Broad Form
Property Damage Endorsement (including Complete Operations).

The Contractual Liability coverage must be endorsed so that
all exclusions relating to explosion, collapse and underground
hazards are deleted. The CGL insurance shall have primary
coverage limits not less than following:

<PAGE> 66
Insurance Addendum
Page 2

BODILY INJURY LIABILITY/PROPERTY DAMAGE LIABILITY - $1,000,000
each occurrence, combined single limit.

PERSONAL INJURY LIABILITY - $1,000,000 each person;

AUTOMOBILE LIABILITY INSURANCE (Auto) covering all owned, leased, non-owned and
hired automobiles used in connection with the Work with coverage limits not
less than the following:

BODILY INJURY LIABILITY/PROPERTY DAMAGE LIABILITY - $1,000,000
each person and each occurrence, combined single limit.

COMPREHENSIVE CATASTROPHE LIABILITY INSURANCE (Umbrella) indemnifying for
ultimate net loss sustained by reason of any liability whether imposed by law,
assumed under contract, or otherwise incurred arising out of:

BODILY INJURY, including personal injury, because of bodily
injury, including death at any time resulting therefrom,
sustained by any person or persons.

PROPERTY DAMAGE, for losses due to damages to or destruction
of tangible property, including loss of use of such property
resulting therefrom.

The Umbrella insurance shall set forth coverage limits with respect to
each occurrence, except for the products hazard coverage which shall
contain aggregate limits for each annual period. With regard to
Contractor, the Umbrella insurance shall have coverage limits not less
than FIVE MILLION DOLLARS AND 00/100 ($5,000,000) for each occurrence
and in the aggregate as applicable in excess of the amount set forth
in subparagraphs (WC), (CGL) & (AUTO) above. For each subcontractor
employed in conjunction with the Work, the Umbrella insurance shall
have coverage limits not less than TWO MILLION DOLLARS AND 00/100
($2,000,000) for each occurrence and in the aggregate as applicable in
excess of the amount set forth in subparagraphs (WC), (CGL) & (AUTO)
above.

In the event that Contractor or any subcontractors have or obtain
insurance coverage in amounts in excess of those listed above, such
additional insurance coverage shall also insure to the benefit of the
Landlord and Owner.

Contractor shall be liable to Landlord and Owner for the actions of Contractor,
its subcontractors and their respective agents, servants and employees for any
losses suffered by Landlord and Owner which would otherwise have been covered
by any insurance required hereunder in the event Contractor fails to obtain any
such addendum. (Any subcontractor working directly for Owner shall be deemed a
General Contractor for purposes of this addendum and shall comply with all
obligations herein required of Contractor).

<PAGE> 67
Insurance Addendum
Page 3

Before commencing the Work, Contractor and all subcontractors shall furnish
certificates of insurance satisfactory to Landlord and Owner from each
insurance carrier indicating that the above-required insurance is in force, the
amount of the carrier's liability thereunder, and further providing that the
insurance will not be canceled, changed or non-renewed until the expiration of
at least thirty (30) days after written notice of such cancellation or change
has been mailed to and received by Landlord and Owner. Contractor shall
deliver copies of all policies from Contractor and Subcontractors if requested
by Landlord and Owner.

All insurance described herein shall be written in a company or companies
satisfactory to Landlord and Owner. If Contractor or any subcontractor fails
to procure and maintain the above-described insurance, or any portion thereof,
Landlord and Owner shall have the right, but not the obligation to procure and
maintain the required insurance for and in the name of such party and such
party shall pay the cost thereof and shall furnish all information necessary to
acquire and maintain such insurance. Neither Contractor nor subcontractors
shall violate or knowingly permit any violation of any condition or terms of
the policies of insurance described herein. All CGL, Auto and Umbrella
Policies shall designate Landlord and Owner as additional insured with
Certificates of Insurance provided as evidence. Any other insurance maintained
by Landlord and, Owner shall be in excess of all contractors and all tiers of
subcontractor's insurance required herein and shall not contribute with it.

CONTRACTOR(S) shall require all policies of insurance that are in any way
related to the work and that are secured and maintained by Contractor and all
tiers of subcontractors to included clauses providing that each underwriter
shall waive all of its rights of recovery, under subrogation or otherwise
against Landlord and Owner, and shall be so designated on said certificate.

CONTRACTOR SHALL MAINTAIN ALL BUILDER'S RISK INSURANCE COVERAGE FOR DESIGNATED
WORK IN THE AMOUNT OF THE CONTRACT, AND SHALL NAME THE LANDLORD AND OWNER AS
ADDITIONAL NAMED INSURED. ANY DEDUCTIBLE ENCOUNTERED IN THE SUBMISSION OF A
CLAIM SHALL BE BORNE SOLELY BY THE CONTRACTOR.

Landlord and Owner shall not be responsible for obtaining or maintaining in
force insurance on construction equipment, tools or personal effects, owned by
or rented to or in the care, custody and control of Contractor or any
subcontractors, nor shall Landlord and Owner be responsible for such equipment,
tools or personal effects.

All insurance required hereunder shall be maintained continuously until final
completion as certified by Architect and until accepted or approved by Landlord
and Owner. All insurance shall provide for Owner to take occupancy of the Work
or any part thereof during the term of said insurance.

All policies issued shall specify as additional insured LPC Commercial
Services, Inc., Joshua Realty Corporation and American Management Systems, Inc.

<PAGE> 68
EXHIBIT "D"

Concession Fund Voucher Form

_______________, as Tenant Representative for American Management
Systems, Inc. ("Tenant") hereby certifies to Joshua Realty Corporation
("Landlord") as follows:

1. The sum of $__________________ (the "Draw Request") is
requested for disbursement from the Concession Fund and such sum has been
properly expended for items permitted under Article 4.2 of the Lease. Attached
hereto as Schedule "D-1" is a list of the items for which payment is hereby
requested and the portion of the Draw Request attributable to each such item.

2. That the Tenant Work for which the Draw Request is being made
has been performed in accordance with Exhibit "C" to the Lease.

3. Attached hereto as Schedule "D-2" are the lien waivers from
all contractors that will be paid by Tenant, or the General Contractor, from
the Draw Request.

4. Attached hereto as Schedule "D-3" is the General Contractor's
certification that the Tenant Work for which application for payment is being
made has been completed.

----------------------------------
Tenant Representative for American
Management Systems, Inc.

D-1
<PAGE> 69

EXHIBIT "E"

CLEANING, MAINTENANCE, SPECIFICATIONS,
STAFFING AND FREQUENCY

SERVICES

ELEVATORS
(NIGHTLY SERVICES)

1. Vacuum carpet in all passenger elevators nightly. Spot clean carpet,
as necessary.

2. Carpet to be shampooed as necessary, but no less than once per month.

3. Elevator carpets to be clean on a nightly basis.

4. Clean lobby elevator saddles, doors and frames, nightly. Polish with
approved Polish, as required.

5. Clean elevator frames and doors (both sides) of all fingerprints and
smudges.

6. Dust and remove all marks on ceiling and light fixtures in cab as
necessary, but no less than once per week.

7. Remove all unauthorized marks and writing from insides of elevator
cabs nightly, using manufacturer's approved method.

8. Clean all interior cab wall surfaces and wash as required, but no less
than once per week.

9. Report all mechanical deficiencies or damage to owners representatives
on sight.

10. Remove all gum and foreign matter on sight.

11. Clean all elevator saddles as required, but no less than once per
week.

12. Elevator contractor to clean pits on a monthly basis; the only person
allowed in the pit is the elevator contractor.

13. Wet mop and remove all stains from freight elevator flooring.

GENERAL OFFICES
(INCLUDES ALL BASEMENT AREAS)
(NIGHTLY SERVICES)

1. All flooring swept nightly.

E-1
<PAGE> 70

2. All carpeted areas and rugs carpet-swept nightly and vacuum-cleaned
weekly.

3. Wastepaper baskets, ashtrays, receptacles, etc. emptied and cleaned
nightly and damp dusted when necessary, but no less than once per
week.

4. Cigarette urns, cleaned nightly and sand or water replaced when
necessary, but no less than once per week.

5. All furniture, fixture and window sills dusted and wiped cleaned
nightly.

6. All glass furniture tops cleaned nightly.

7. All baseboards, chair rails and trim dusted weekly.

8. All water fountains washed clean nightly.

9. Slop sink rooms cleaned nightly.

10. Fill toilet tissue and towel dispensers as required.

11. Service sanitary napkin dispensers. Sanitary napkins and products
furnished by contractor. Dispensers shall be maintained by
contractor.

12. Collect coins from sanitary napkin dispensers and turn proceeds over
to duly authorized representative of contractors.

13. Report all mechanical deficiencies, i.e. dripping faucets, burnt out
lights, etc. to the Building Manager.

LAVATORIES (PUBLIC)

1. All flooring swept and washed nightly.

2. All mirrors, powder shelves, bright work, etc. including flushometers,
piping and toilet seat hinges washed and polished nightly.

3. All basins, bowls, urinals and toilet seats (both sides) washed
nightly.

4. All partitions, tile walls, dispensers and receptacles dusted nightly.

5. Paper towels and sanitary disposal receptacles emptied and cleaned
nightly.

6. Paper towels, soap dispensers and toilet paper replenished daily or
more frequently as required.

E-2
<PAGE> 71

HIGH DUSTING - OFFICE AREAS

Do all high dusting approximately once a month, including, but not limited to,
the following:

1. Dust all pictures, frames, charts, graphs and panel wall hangings not
reached in nightly cleaning.

2. Dust all vertical surfaces such as walls, partitions, ventilating
louvers and other surfaces not reached in nightly cleaning.

3. Dust all lighting fixtures (exterior only).

4. Dust all venetian blinds and window frames approximately once every
two months.

PERIODIC CLEANING - OFFICE AREA

1. Wipe clean all interior metal as necessary, but no less than once per
month.

2. Dust all door louvers and other ventilating louvers within reach
weekly.

3. Remove finger marks from metal partition and other surfaces when
necessary, but no less than once per week.

PERIODIC CLEANING - LAVATORIES (PUBLIC)

1. Machine-scrub flooring when necessary, but no less than once per
month.

2. Wash all partitions, tile walls and enamel surfaces monthly with
proper disinfectant when necessary, but no less than once per month.

3. Dust exterior of lighting fixtures monthly.

4. High dust monthly.

PUBLIC AREAS
(NIGHTLY SERVICES)

1. All public stairwells to be swept and dusted weekly.

2. All public stairwells to be washed as necessary, but no less than once
per month.

3. Maintain all bright metal.

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<PAGE> 72

BUILDING SERVICE AREAS
(NIGHTLY SERVICES)

1. Keep locker rooms in neat and orderly condition at all times. Wash
lockers once per month. Wash and wax floor weekly.

2. Remove all gum and foreign matter from sidewalks on sight.

3. Lay down and remove runners as necessary.

4. Remove and clean all spillages.

5. Wash walls in main floor freight lobby, as required, but no less than
once per month. Scrub floor nightly.

6. Storerooms, electric and telephone closets are to be kept free from
debris and material. Floors are to be swept weekly. Reports of any
stored extraneous material or equipment are to be made to the Building
Manager immediately.

7. Slop sinks, locker areas, etc. to be thoroughly cleaned.

8. Contractors equipment to be stored in a central location supplied by
Landlord.

9. Lights shall be extinguished as areas are cleaned.

10. Contractor's employees to work behind closed doors at all times. The
cleaning supervisor shall inspect all spaces to insure compliance.

LOBBY
(NIGHTLY)

1. Sweep and remove gum.

2. Sweep travertine/marble floor nightly (Sunday through Friday).

3. Remove all hand marks on doors, walls, stairwell doors, directories
and urns.

4. Dust all mullions, frames, and ledges with treated cloths.

5. Wash travertine/marble walls quarterly.

6. Damp wipe interior black wall surfaces floor to ceiling as required,
but no less than once per week.

7. Damp and dry wipe interior of all revolving door drums as required,
but no less than once per week.

E-4
<PAGE> 73

DAY PORTER SERVICES

Services to be provided by one (1) Day Porter under Building Manager's
direction and supervision. Duties are as follows:

1. Police sidewalks.

2. Police main lobby as required, but no less than three times daily.

3. Dust and clean out lobby grill work.

4. Police public areas of multi-tenant floors twice daily.

5. Damp wipe lobby directories.

6. Keep entrance door glass clean.

7. Police men's lavatories on multi-tenant floors as required, but no
less than twice daily.

8. Police and vacuum elevator cabs as required, but no less than twice
daily.

9. Dust tops of revolving door housing.

10. Lay down and remove foul weather mats as necessary.

11. Snow/Ice removal to avoid any accumulation.

12. Police main lobby on a continual basis.

EXTERMINATION

1. All services are to be performed by an approved operator licensed by
Board of Health and certificate of such shall be on file with the
Building Manager.

2. Public spaces, slop sink, freight areas, Electric and Telephone
closets, and mechanical spaces throughout the building shall be kept
under pest control treatment at least once per month or as required.

3. All emergency treatments to the above shall be at the expense of the
contractor.

SECURITY

The Contractor shall provide security from 5 PM to 8 PM Monday through
Friday using porter security personnel. The porter security person
shall be available at all times to let people in and out.

E-5

<PAGE> 74

Friday midnight until Saturday midnight - Security Guard S Service.
Contractor shall provide security services 52 weeks per year including
all holidays.

E-6
<PAGE> 75

EXHIBIT "F"

RULES AND REGULATIONS

1. Tenant shall not obstruct or interfere with the rights of
other tenants of the Centerpointe II Building, or of persons having business in
the Centerpointe II Building, or in any way injure or annoy such tenants or
persons. Tenant will not conduct any activity within the Premises which will
create excessive noise anywhere in the Buildings.

2. Canvassing, soliciting and peddling in the Buildings are
prohibited, and Tenant shall cooperate to prevent such activities.

3. Tenant shall not bring or keep within the Buildings any
animal, bicycle, motorcycle, or other type of vehicle except as required by
law.

4. All office equipment and any other device of any electrical or
mechanical nature shall be placed by Tenant in the Premises in settings
approved by Landlord, so as to absorb or prevent any vibration, noise or
annoyance. Tenant shall not construct, maintain, use or operate within the
Premises or elsewhere in the Buildings or outside of the Buildings any
equipment or machinery which produces music, sound or noise, which is audible
beyond the Premises. Tenant shall not cause improper noises, vibrations or
odors within the Buildings.

5. Tenant shall not deposit any trash, refuse, cigarettes or
other substances of any kind within or out of the Buildings except in the
refuse containers provided therefor. No material shall be placed in the trash
boxes or receptacles if such material is of such nature that it may not be
disposed of in the ordinary and customary manner of removing and disposing of
office buildings' trash and garbage without being in violation of any law or
ordinance governing such disposal. Tenant shall be charged the cost of removal
for any items left by Tenant that cannot be so removed. All garbage and refuse
disposal shall be made only through entryways and elevators provided for such
purposes and at such times as Landlord shall designate. Tenant shall not
introduce into the Buildings any substance which might add an undue burden to
the cleaning or maintenance of the Premises or the Buildings. Tenant shall
exercise its best efforts to keep the sidewalks, entrances, passages, courts,
lobby areas, garages or parking areas, elevators, escalators, stairways,
vestibules, public corridors and halls in and about the Buildings (hereinafter
"Common Areas") clean and free from rubbish. Tenant shall not cause any
unnecessary labor by reason of Tenant's carelessness or indifference in the
preservation of good order and cleanliness.

6. The Common Areas and roof of the Buildings are not for the use
of the general public, and Landlord shall in all cases retain the right to
control or prevent access thereto by all persons whose presence, in the
judgment of Landlord, shall be prejudicial to the safety, character, reputation
or interests of the Buildings and their tenants. Except as otherwise provided
in the Lease, Tenant shall not enter or install equipment in the mechanical
rooms, air conditioning rooms, electrical closets, janitorial closets or
similar areas or go upon the roof of the Buildings

F-1

<PAGE> 76

without the prior written consent of Landlord. Except as otherwise provided in
the Lease, Tenant shall not install any radio or television antenna,
loudspeaker or other device on the roof or exterior walls of the Buildings.

7. Without limitation upon any of the provisions of the Lease,
Tenant shall not mark, paint, drill into, cut, string wires within, or in any
way deface any part of the Buildings, without the prior written consent of
Landlord, and as Landlord may direct. Upon removal of any wall decorations or
installations or floor coverings by Tenant, any damage to the walls or floors
shall be repaired by Tenant at Tenant's sole cost and expense. Tenant shall
not lay linoleum or similar floor coverings so that the same shall come into
direct contact with the floor of the Premises and, if linoleum or similar floor
covering is to be used, an interlining of builder's deadening felt shall be
first affixed to the floor, by a paste or other materials soluble in water.
The use of cement or other similar adhesive material is expressly prohibited.
Floor distribution boxes for electric and telephone wires must remain
accessible at all times.

8. Tenant shall not install or permit the installation of any
awnings, shades, mylar films or sunfilters on windows. Tenant shall cooperate
with Landlord in obtaining maximum effectiveness of the cooling system of the
Buildings by closing drapes and other window coverings when the sun's rays fall
upon windows of the Premises. Tenant shall not obstruct, alter or in any way
impair the efficient operation of Landlord's heating, ventilating, air
conditioning, electrical, fire, safety or lighting systems, nor shall Tenant
tamper with or change the setting of any thermostat or temperature control
valves in the Buildings.

9. Tenant shall not use the washrooms, restrooms and plumbing
fixtures of the Buildings, and appurtenances thereto, for any other purpose
than the purpose for which they were constructed, and Tenant shall not deposit
any sweepings, rubbish, rags or other improper substances therein. Tenant
shall not waste water by interfering or tampering with the faucets or
otherwise. If Tenant or Tenant's servants, employees, agents, contractors,
jobbers, licensees, invitees, guests or visitors cause any damage to such
washrooms, restrooms, plumbing fixtures or appurtenances, such damage shall be
repaired at Tenant's expense, and Landlord shall not be responsible therefor.

10. Subject to applicable fire or other safety regulations, all
doors opening onto Common Areas and all doors upon the perimeter of the
Premises shall be kept closed and, during non-business hours, locked, except
when in use for ingress or egress.

11. Employees of Landlord shall not receive or carry messages for
or to Tenant or any other person, nor contract with nor render free or paid
services to Tenant or Tenant's servants, employees, contractors, jobbers,
agents, invitees, licensees, guests or visitors. In the event that any of
Landlord's employees perform any such services, such employees shall be deemed
to be the agents of Tenant regardless of whether or how payment is arranged for
such services.

12. Tenant shall, upon the termination of its tenancy, provide
Landlord with the combinations to all combination locks on safes, safe cabinets
and vaults and deliver to Landlord all keys to the Buildings, the Premises and
all interior doors, cabinets and other key-controlled mechanisms therein,
whether or not such keys were furnished to Tenant by Landlord. In the

F-2
<PAGE> 77

event of the loss of any key furnished to Tenant by Landlord, Tenant shall pay
to Landlord the cost of replacing the same or of changing the lock or locks
opened by such lost key if Landlord shall deem it necessary to make such a
change. The word "key" as used herein shall refer to keys, keycards and all
such means of obtaining access through restricted access systems.

13. For purposes hereof, the terms "Landlord", "Tenant",
"Buildings" and "Premises" are defined as those terms are defined in the Lease
to which these Rules and Regulations are attached. The term "Buildings" shall
include the Premises, and any obligations of Tenant hereunder with regard to
the Buildings shall apply with equal force to the Premises and to other parts
of the Buildings.

14. These Rules and Regulations are in addition to, and shall not
be construed to in any way modify or amend, in whole or in part, the
agreements, covenants, conditions and provisions of any lease of premises in
the Buildings. The terms of the Lease shall supersede any provisions of these
Rules and Regulations which may be inconsistent with the terms of the Lease.

F-3

<PAGE> 78

EXHIBIT "G"

HVAC System Design Criteria

<TABLE>
<CAPTION>
SUMMER WINTER

<S> <C> <C> <C>
Outside Temperature Outside Temperature

Dry Bulb 95 degrees F Dry Bulb O degrees F
Wet Bulb 78 degrees F

Inside Temperature Inside Temperature

Dry Bulb 75 degrees F Dry Bulb 70 degrees F
% Relative Humidity 50% % Relative Humidity 20%
</TABLE>

G-1
<PAGE> 79

EXHIBIT H

Legal Description of the Property

PARCEL A: BEGINNING at a point on the Southwesterly R/W line of Legato Road
(Route #656) said point being N 14 deg. 30' 12" W 72.49 feet from a point
marking the Northeasterly corner of the Fairfax Assembly of Good Church; thence
departing from the Road and running through the property of Faircenter Limited
Partnership the following courses: with a curve to the right whose radius is
26.00 feet (and whose chord is S 65 deg. 28' 14" W, 11.22 feet) an arc distance
of 11.31 feet; S 77 deg, 55' 48" W 200.47 feet; with a curve to the right whose
radius is 659.96 feet (and whose chord is S 86 deg. 10' 48" W, 189.40 feet) an
arc distance of 190.05 feet and N 08 deg. 21' 54" E 564.80 feet to a point on
the aforementioned Southwesterly R/W line of Legato Road; thence with the
Southwesterly line of Legato Road S 59 deg. 03' 43" E 129 feet and with a curve
to the right whose radius is 344.62 feet (and whose chord is S 56 deg. 04' 19"
E 35.95 feet) an arc distance of 35.97 feet to a point; thence departing from
the Road and running through the property of Faircenter Limited Partnership
with a curve to the left whose radius is 55.00 feet (and whose chord is S 48
deg. 51' 01" E 50.86 feet) an arc distance of 52.87 feet to a point on the
Southwesterly R/W line of Legato Road; thence with the Southwesterly R/W line
of Legato Road the following courses: with a curve to the right whose radius is
344.62 feet (and whose chord is S 40 deg. 30' 20" E 49.45 feet) an arc distance
of 49.49 feet; S 24 deg. 09' 12" E 84.71 feet; S 16 deg. 09' 12" E 147.80 feet;
S 11 deg. 30' 12" E 100.00 feet and S 14 deg. 30' 12" E 25.71 feet to the point
of beginning, containing 144,883 square feet of land, more or less.

H-1
<PAGE> 80

EXHIBIT H

BEGINNING at a point marking the intersection of the Southeasterly R/W line of
West Ox Road (Route #608) and the Southwesterly R/W line of Legato Road (Route
#656) ; thence with the Southwesterly R/W line of Legato Road S 59# 03' 43" E,
39.90 feet to a point; thence departing from the Road and running through the
property of Faircenter Limited Partnership S 08# 21' 54" W, 564.80 feet to a
point on the Northerly line of relocated Legato Road; thence with the said line
of relocated Legato Road the following courses: with a curve to the right whose
radius is 659.96 feet (and whose chord is N 78# 05' 37" W, 171.74 feet) and arc
distance of 172.22 feet; with a curve to the right whose radius is 420.00 feet
(and whose chord is N 62# 58' 47" W, 111.65 feet) an arc distance of 111.98
feet; with a curve to the right whose radius is 4500.00 feet (and whose chord
is N 55# 04' 04" W, 43.00 feet) an arc distance of 43.00 feet; N 47# 02' 47" W,
92.84 feet and with a curve to the right whose radius is 41.00 feet (and whose
chord is N 03# 10' 33" E, 63.02 feet) an arc distance of 71.88 feet to a point
on the aforementioned R/W line of West Ox Road; thence with the said R/W line
of West Ox Road N 53# 23' 54" E, 361.12 feet and with a curve to the left whose
radius is 582.96 feet (and whose chord is N 44# 35' 50" E, 178.39 feet) an arc
distance of 179.09 feet to the point of beginning, containing 140,326 square
feet of land.

TOGETHER WITH all rights appurtenant to the property described
above arising under a Declaration of Easements, Covenants and Related
Agreements, made by Faircenter Limited Partnership, a Delaware limited
partnership, dated as of February 2, 1989, and recorded February 15, 1989 in
the Clerk's Office of the Circuit Court of Fairfax County, Virginia in Deed
Book 7265, at page 1813.

H-2
<PAGE> 81

EXHIBIT "I"

INDEX OF DEFINED TERMS

<TABLE>
<CAPTION>
TERM ARTICLES IN WHICH DEFINED
- ------------------------- -------------------------

<S> <C>
Acceptance Notice 61

Accepted First Offer Space 61.3

ADA 4.1

Additional Rent 7.1.4

Affiliate 50.1

Annual Base Rent 54.1

Annual Operating Costs 7.4.1

Availability Date 61.4

Base Building Modifications Exhibit "B"

Base Rent 1.2,6

Base Year Assessment 7.1.1(e)

Base Year Real Estate Taxes 1.3.2

Base Year Operating Expenses 1.3.1,54.2

Buildings 1.1(c), 50.2

Centerpointe I Building 1.1(a)

Centerpointe II Building 1.1(b)

Centerpointe I Net Annual Operating Costs 7.4(a)

Centerpointe II Net Annual Operating Costs 7.4(b)

Centerpointe I Net Real Estate Taxes 7.1.1(a)

Centerpointe II Net Real Estate Taxes 7.1.1(b)

Centerpointe I Premises 1.1(a)
</TABLE>

I-1

<PAGE> 82

<TABLE>
<CAPTION>
TERM ARTICLES IN WHICH DEFINED
- ------------------------- -------------------------

<S> <C>
Centerpointe II Premises 1.1(b)

Concession Fund 1.5, 4.2

Concession Fund Voucher Form 4.2, Exhibit I'D"

Control Areas 52.1

County 4.3

Core Elements 4.1

Environmental Statutes 52.1

Escalation Date 6.3

Escalation Period 6.3

Expansion Notice 62.1

Expansion Space 62.1

Expansion Space Lease Commencement Date 62.3

Expansion Space Rent Commencement Date 62.4

Extension Exercise Notice 54.1

First Lease Year 3.3

First Offer Space 61

Five Year Space 62.5

Hard Costs 4.2

Hazardous Substances 52.4

Holdover Payment 4.3

Holidays 50.3

HVAC Off-Hours 9.1.1

HVAC Off-Hours Rate 50.4

Initial Space 1.4

</TABLE>

I-2
<PAGE> 83

<TABLE>
<CAPTION>
TERM ARTICLES IN WHICH DEFINED
- ------------------------- -------------------------

<S> <C>
Landlord Introductory Paragraph
(page 1); 50.5

Landlord's Address 1.9(b)

Landlord's Control Area 52.1

Last Lease Year 3.3

Late Charge 8

Lease Commencement Date 3.1

Lease Interest Rate 50.6

Lease Taxes 7.1.2,50.7

Lease Year 3.3

Market Rental Value 54.3,54.3.2

Monthly Installment of Base Rent 6.1.1

Mortgage 35.1

Negotiation Period 54.3

Net Annual Operating Costs 7.4(c)

Net Real Estate Taxes 7.1.1(c)

Occupancy Schedule 1.4

Offer Notice 61

Operating Expenses 54.2

Option Exercise Date 54.1

Ordinary Business Hours 50.8

Overlessor 36

Permitted Use 1.8

Premises 1.1(c)
</TABLE>

I-3

<PAGE> 84

<TABLE>
<CAPTION>
TERM ARTICLES IN WHICH DEFINED
- ------------------------- -------------------------

<S> <C>
Prime Rate 50.9

Property 50.10

Proposed Recapture Space 14.5

Proposed Transfer Date 14.5

Real Estate Taxes 7.1.1,50.11

Recapture Notice 14.5

Renewal Period 54.1

Rent 50.12

Rent Commencement Date 3.2.1

Rentable Area of the Buildings 50.13

Rentable Area of the Premises 1.1(c), 50.14

Responsible Party 52.1

Right of First Offer 61

Scheduled Commencement Date 61

Scheduled Rent Commencement Date 1.4

Security Deposit 1.6

Senior Holder 58

Subsequent Escalation Date 6.3

Subsequent Lease Commencement Date 3.2,61.4

Subsequent Rent Commencement Date 3.2.2

Subsequent Space 1.4

Substitute Space 22.1

Substitute Space Differential 22.1

Substitute Space Tenant 22.1
</TABLE>

I-4
<PAGE> 85

<TABLE>
<CAPTION>
TERM ARTICLES IN WHICH DEFINED
- ------------------------- -------------------------

<S> <C>
Taking Date 24.1

Tax Appeal 7.1.1(d)

Tenant Introductory Paragraph
(page 1); 50.15

Tenant Design and Construction Process Exhibit 'IC"

Tenant Electricity 7.1.3

Tenant Electricity Costs 7.1.3

Tenant Work 4.2

Tenant's Address 1.9(a)

Tenant's Centerpointe I Proportionate Share 7.1.1(a), 50.16.1

Tenant's Centerpointe II Proportionate Share 7.1.1(b), 50.16.2

Tenant's Control Area 52.1

Tenant's Proportionate Share 50.16

Term 3.1

Termination Date 3.1

Three Year Average Assessment 7.1.1(e)

Wilson Boulevard Lease 4.3
</TABLE>

I-5

<PAGE> 86

EXHIBIT J

MEMORANDUM OF LEASE

THIS MEMORANDUM OF LEASE is made as of this ________ day of August,
1992, by and between JOSHUA REALTY CORPORATION, a Delaware corporation
("Landlord"), and AMERICAN MANAGEMENT SYSTEMS, INC., a Delaware corporation
('Tenant"), with respect to the following recitals:

A. Landlord is the owner of the land and improvements located in
Fairfax County, Virginia at 4050 and 4000 Legato Road, as more fully described
in Exhibit A attached hereto.

B. Pursuant to a lease of even date herewith (the "Lease'),
Landlord has leased to Tenant all of the rentable area of the building situated
at 4050 Legato Road and approximately 38,384 square feet of rentable area in
the building situated at 4000 Legato Road. The Lease grants Tenant certain
expansion rights in the building situated at 4000 Legato Road.

C. Landlord and Tenant desire to provide record notice of the
Lease.

NOW THEREFORE, in consideration of the premises and other good and
adequate consideration, receipt of which is acknowledged, Landlord and Tenant
agree and acknowledge as follows:

1. Landlord and Tenant have entered into the Lease.

2. The initial term of the Lease is for fifteen (15) years
commencing on the date hereof. The Lease grants Tenant the
option to extend the term of the Lease for two (2) five-year
renewal periods.

3. This Memorandum of Lease describes certain provisions
contained in the Lease. Reference is hereby made to the Lease
for the complete statement of all terms and conditions
contained therein.

4. In no event shall this Memorandum of Lease be used to
interpret or construe the terms of the Lease, the sole purpose
of this Memorandum of Lease being to provide recordable notice
of the Lease.

J-1

<PAGE> 87

IN WITNESS WHEREOF, Landlord and Tenant have caused this Memorandum of
Lease to be executed and delivered as of the date and year first above written.

ATTEST: Landlord:

JOSHUA REALTY CORPORATION,
a Delaware corporation

By:
- ------------------------------- --------------------------------
(Corporate Seal) Steven D. Burton, Vice President

Tenant:

AMERICAN MANAGEMENT SYSTEMS, INC.,
a Delaware corporation

By:
- ------------------------------- --------------------------------
(Corporate Seal)
Title:
-----------------------------

Title:

J-2
<PAGE> 88

FIRST AMENDMENT TO AGREEMENT OF LEASE
BETWEEN JOSHUA REALTY CORPORATION AND
AMERICAN MANAGEMENT SYSTEMS, INC.

This First Amendment to Agreement of Lease is made this 24th day of
May, 1993, between JOSHUA REALTY CORPORATION, a Delaware corporation (general
partner and sole remaining partner of Faircenter Limited Partnership, a
Delaware limited partnership) (hereinafter referred to as "Landlord"), and
AMERICAN MANAGEMENT SYSTEMS, INC., a Delaware corporation (hereinafter referred
to as "Tenant").

B A C K G R O U N D:

A. Landlord and Tenant entered into a certain Agreement of Lease
dated August 10, 1992 (the "Lease"). Capitalized terms used in this First
Amendment and not defined shall have the meanings ascribed to them under the
Lease.

B. Tenant has exercised Tenant's option to lease the Expansion
Space pursuant to Paragraph 62 of the Lease.

C. Landlord and Tenant desire that Tenant lease from Landlord
approximately 2,893 square feet on the eighth floor of the Centerpointe II
Building and Landlord and Tenant agree to amend the Lease by adding Paragraph
66 to the Lease as hereinafter provided:

66. Eighth Floor Space.

66.1 Landlord hereby leases, to Tenant, and Tenant
hereby hires and takes from Landlord, approximately 2,893
square feet on the eighth floor of the Centerpointe II
Building which shall herein be defined as the "Eighth Floor
Space". Landlord shall make available the Eighth Floor Space
to Tenant for Tenant Work upon the full execution of this
First Amendment. All of the terms and condition of the Lease
applicable to the Premises shall apply to such Eighth Floor
Space, except as set forth below in this Article. The Eighth
Floor Space shall be delivered to Tenant in its then "as-is"
condition and state of repair.

66.2 For purposes of the Eighth Floor Space, the
Concession Fund shall equal Eighteen Dollars ($18.00) per
rentable square foot. All other provisions in the Lease
governing the Concession Fund shall apply to the Eighth Floor
Space.

66.3 The Term of the Lease shall commence as to
the Eighth Floor Space on May 1, 1993 ("Eighth Floor Space
Lease Commencement Date").

66.4 Tenant's obligation to pay Rent for the
Eighth Floor Space shall commence on March 1, 1994 ("Eighth
Floor Space Rent Commencement Date"). During the period
between the Eighth Floor Space Lease Commencement Date and the
Eighth Floor Space Rent Commencement Date, Tenant shall pay to
Landlord an amount equal to Five Dollars ($5.00) per rentable
square foot per annum, in equal monthly installments, in
advance, as Additional Rent hereunder.
<PAGE> 89
All other obligations of Tenant pertaining to the Eighth Floor
Space under the Lease shall commence on the Eighth Floor Space
Lease Commencement Date.

66.5 After the Eighth Floor Space Rent
Commencement Date, Tenant's Centerpointe II Proportionate
Share shall be increased by an amount equal to the percentage
derived by dividing the rentable square footage of the Eighth
Floor Space by 203,630.

66.6 Except as modified by this First Amendment,
the Lease shall otherwise remain in full force and effect.

IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties hereto have executed this First Amendment to Lease on the date first
set forth herein.

LANDLORD:

JOSHUA REALTY CORPORATION,
a Delaware corporation

By: /s/ Steven D. Burton
--------------------------------
Steven D. Burton, Vice President

TENANT:

AMERICAN MANAGEMENT SYSTEMS, INC.,
a Delaware corporation

By: /s/ Frank A. Nicolai
--------------------------------

Title:
--------------------------------
<PAGE> 90
- -----------------------

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

I, the undersigned Notary Public in and for the above-named
jurisdiction, hereby certify that Steven D. Burton, who executed the foregoing
memorandum of Lease dated August __, 1992 in his capacity as Vice President of
Joshua Realty Corporation, personally appeared before me in my aforesaid
jurisdiction and acknowledged the same as his free act and deed and the act and
deed of said corporation.

----------------------------------
Notary Public [SEAL]

My commission expires:

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

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

I, the undersigned Notary Public in and for the above-named
jurisdiction, hereby certify that _________________, who executed the foregoing
Memorandum of Lease dated August __, 1992 in his capacity as [Vice] President
of American Management Systems, Inc., personally appeared before me in my
aforesaid jurisdiction and acknowledged the same as his free act and deed and
the act and deed of said corporation.

----------------------------------
Notary Public [SEAL]

My commission expires:

----------------------------------
<PAGE> 91
SECOND AMENDMENT TO AGREEMENT OF LEASE
BETWEEN JOSHUA REALTY CORPORATION AND
AMERICAN MANAGEMENT SYSTEMS, INC.

This Second Amendment to Agreement of Lease is made this 18th
day of March, 1994, between JOSHUA REALTY CORPORATION, a Delaware corporation
(general partner and sole remaining partner of Faircenter Limited Partnership,
a Delaware limited partnership) (hereinafter referred to as "Landlord"), and
AMERICAN MANAGEMENT SYSTEMS, INC., a Delaware corporation (hereinafter referred
to as "Tenant").

B A C K G R 0 U N D:

A. Landlord and Tenant entered into a certain Agreement
of Lease dated August 10, 1992, as amended by a First Amendment to Agreement of
Lease dated May 24, 1993 (together the "Lease"). Capitalized terms used in
this Second Amendment and not defined shall have the meanings ascribed to them
under the Lease.

B. Landlord and Tenant desire to amend and restate
Article 6.3 of the Lease to modify the basis upon which the escalation of Base
Rent may occur during the Term of the Lease.

NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
amend the Lease by amending and restating Article 6.3 as hereinafter provided:

"6.3 Escalation of Base Rent.

6.3.1 Commencing on May 1, 1994 ("Escalation
Date"), and on the first day of May during the Term
thereafter (each a "Subsequent Escalation Date")
(each such period from and after the Escalation Date
to the date which is one day prior to the next
Subsequent Escalation Date being herein defined as an
"Escalation Period"), subject to Article 6.3.2 below,
Base Rent per rentable square foot shall be increased
for each Escalation Period by an amount equal to
Three and Eight Hundred Twenty-five one thousandths
percent (3.825%) (the "Escalation Percentage")
multiplied by the difference between (i) Base Rent
per rentable square foot, at the rate effective on
the day before the applicable Subsequent Escalation
Date and (ii) the sum of the Base Year Operating
Expenses and Base Year Real Estate Taxes
<PAGE> 92
per rentable square foot. By way of illustration of
the foregoing formula, if the sum of the Base Year
Operating Expenses and Base Year Real Estate Taxes
per rentable square foot is Four Dollars and
Forty-five cents ($4.45), then on the Escalation Date
Base Rent per rentable square foot will increase to
$14.05 per rentable square foot from and after the
Escalation Date until the next Subsequent Escalation
Date.

6.3.2 The selection of an Escalation
Percentage of Three and Eight Hundred Twenty-five one
thousandths percent (3.825%) assumes that the sum of
the Base Year Operating Expenses and the Base Year
Real Estate Taxes will equal Four Dollars and
Forty-five cents ($4.45). The Escalation Percentage
will be adjusted if the actual sum of Base Year
Operating Expenses and Base Year Real Estate Taxes is
not four Dollars and Forty-five Cents ($4.45) to that
percentage which will produce a series of Base Rent
cash flows, the net present value of which shall
equal the net present value of Base Rent over the
primary term of the Lease, as defined in the Lease
prior to this Second Amendment, using a discount rate
in both net present value calculations equal to eight
percent (8%). The Escalation Percentage will also be
readjusted if, pursuant to Article 7.1.1(e) of the
Lease, the Base Year Real Estate Taxes are
subsequently adjusted. Schedule A attached to this
Second Amendment illustrates the manner in which the
Escalation Percentage may be adjusted in the event
that the actual sum of Base Year operating Expenses
and Base Year Real Estate Taxes is not Four Dollars
and Forty-five Cents ($4.45)."

IN WITNESS WHEREOF, and intending to be legally bound hereby,
the parties hereto have executed this Second Amendment to Lease on the date
first set forth herein. Except as amended hereby, the Lease remains in full
force and effect.

LANDLORD:

JOSHUA REALTY CORPORATION,
a Delaware corporation

By: /s/ Steven D. Burton
----------------------
Steven D. Burton, Vice
President

[SIGNATURES CONTINUED ON NEXT PAGE]
<PAGE> 93
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

TENANT:

AMERICAN MANAGEMENT SYSTEMS, INC.,
a Delaware corporation

By: /s/ Frank A. Nicolai
------------------------------

Title: Executive Vice President
--------------------------
<PAGE> 94
Schedule A

<TABLE>
<CAPTION>
INITIAL ESCALATION 260,000 square feet
Base Year Taxes & Expenses $4.45
Per Square Foot $9.25
Rate of escalation 3.825%

Interest Rate 8.0 YEARS
NPV 1 2 3 4 5 6
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Current Lease 25,715,912 2,405,000 2,459,113 2,514,443 2,571,017 2,618,885 2,948,015
Proposed Terms 25,715,912 2,405,000 2,496,982 2,592,483 2,691,635 2,794,580 2,901,463
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
INITIAL ESCALATION
Base Year Taxes & Expenses $4.45
Per Square Foot $9.25
Rate of escalation 3.825%

Interest Rate 8.0 YEARS
7 8 9 10 11 12
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Current Lease 3,014,345 3,082,168 3,151,517 3,222,426 3,814,30 3,900,766
Proposed Terms 3,012,433 3,127,647 3,247,268 3,371,464 3,500,410 3,634,287
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
INITIAL ESCALATION
Base Year Taxes & Expenses $4.45
Per Square Foot $9.25
Rate of escalation 3.825%

Interest Rate 8.0 YEARS
13 14 15
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Current Lease 3,988,534 4,078,276 4,170,037
Proposed Terms 3,773,285 3,917,600 4,067,433
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Example #1
Base Year Taxes & Expenses $4.60
Per Square Foot $9.10
Rate of escalation 3.849%

Interest Rate 8.0 YEARS
NPV 1 2 3 4 5 6
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Current Lease 25,336,182 2,366,000 2,419,235 2,473,668 2,529,325 2,586,235 2,904,425
Proposed Terms 25,336,182 2,366,000 2,457,08 2,551,641 2,649,854 2,751,847 2,857,766
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

Interest Rate 8.0 YEARS
7 8 9 10 11 12
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Current Lease 2,969,775 3,036,595 3,104,918 3,174,779 3,766,212 3,850,951
Proposed Terms 2,967,762 3,081,991 3,200,618 3,323,810 3,451,744 3,584,602
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

Interest Rate 8.0 YEARS
13 14 15
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Current Lease 3,937,598 4,026,194 4,116,783
Proposed Terms 3,722,574 3,885,856 4,014,653
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Example #2
Base Year Taxes & Expenses $4.75
Per Square Foot $8.95
Rate of escalation 3.880%

Interest Rate 8.0 YEARS
NPV 1 2 3 4 5 6
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Current Lease 24,956,453 2,327,000 2,379,358 2,432,893 2,487,633 2,543,605 2,860,836
Proposed Terms 24,965,453 2,327,000 2,417,291 2,511,085 2,608,519 2,709,733 2,814,874
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

Interest Rate 8.0 YEARS
7 8 9 10 11 12
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Current Lease 2,925,205 2,991,022 3,058,320 3,127,132 3,717,493 3,801,136
Proposed Terms 2,924,095 3,037,554 3,155,415 3,277,849 3,405,035 3,537,155
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

Interest Rate 8.0 YEARS
13 14 15
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Current Lease 3,886,662 3,974,112 4,063,529
Proposed Terms 3,674,401 3,816,973 3,965,077
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Example #3
Base Year Taxes & Expenses $4.30
Per Square Foot $9.40
Rate of escalation 3.801%

Interest Rate 8.0 YEARS
NPV 1 2 3 4 5 6
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Current Lease 26,095,641 2,444,000 2,498,990 2,555,217 2,612,710 2,671,496 2,991,604
Proposed Terms 26,095,641 2,444,000 2,536,896 2,633,323 2,733,414 2,837,311 2,945,156
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

Interest Rate 8.0 YEARS
7 8 9 10 11 12
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Current Lease 3,058,915 3,127,741 3,198,115 3,270,073 3,863,649 3,950,581
Proposed Terms 3,057,101 3,173,300 3,293,917 3,419,117 3,549,077 3,683,977
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

Interest Rate 8.0 YEARS
NPV 13 14 15
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Current Lease 26,095,641 4,039,470 4,130,358 4,223,291
Proposed Terms 26,095,641 3,824,004 3,969,353 4,120,227
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 95
THIRD AMENDMENT TO AGREEMENT OF LEASE
BETWEEN JOSHUA REALTY CORPORATION AND
AMERICAN MANAGEMENT SYSTEMS, INC.

This Third Amendment to Agreement of Lease is made this 5th day of
June, 1995, between JOSHUA REALTY CORPORATION, a Delaware corporation (general
partner and sole remaining partner of Faircenter Limited Partnership, a
Delaware limited partnership) (hereinafter referred to as "Landlord"), and
AMERICAN MANAGEMENT SYSTEMS, INC., a Delaware corporation (hereinafter referred
to as "Tenant").

BACKGROUND

A. Landlord and Tenant entered into a certain Agreement of Lease
dated August 10, 1992, as amended by a First Amendment to Agreement of Lease
dated May 24, 1993 and by a Second Amendment to Agreement of Lease dated March
18, 1994 (as amended, the "Lease"). Capitalized terms used in this Third
Amendment and not deemed shall have the meanings ascribed to them under the
Lease.

B. Landlord and Tenant desire that Tenant lease from Landlord
approximately 4,393 rentable square feet on the fifth floor of the Centerpointe
II Building and Landlord and Tenant agree to amend the Lease by adding
Paragraph 67 to the Lease as hereinafter provided:

67. Fifth Floor Space.

67.1 Landlord hereby leases to Tenant, and Tenant
hereby hires and takes from Landlord, approximately 4,393
rentable square feet on the fifth floor of the Centerpointe II
Building more fully described on the floor plan annexed to
this Third Amendment as Exhibit A, which shall herein be
deemed as the "Fifth Floor Space." Landlord shall make
available the Fifth Floor Space to Tenant for Tenant Work on
June 1, 1995. All of the terms and conditions of the Lessee
applicable to the Premises shall apply to such Fifth Floor
Space, except as set forth below in this Article.

67.2.1 The Fifth Floor Space will be delivered to
Tenant in its "as is", "as built" condition and state of
repair. Any mixtures not removed by the prior tenant shall be
left in place and not removed by Landlord. Tenant shall
perform the Fifth Floor Tenant's Work (which term shall mean
the provision of materials, components, labor and services
encompassed within the work described on Exhibit B to this
Third Amendment) (i) at Tenant's sole cost, except as provided
in Paragraph
<PAGE> 96
67,2.2, and (ii) in accordance with the Tenant Design and
Construction Process set forth on Exhibit "C" to the Lease and
otherwise in accordance with all relevant provisions of the
Lease. To the extent required by law, Landlord will comply
with the requirements of the ADA applicable to the Core
Elements of Centerpointe H which may arise because of the
performance of the Fifth Floor Tenant's Work and Tenant shall
comply with all other ADA requirements respecting the Fifth
Floor Space, including those requirements arising from the
Fifth Floor Tenant's Work.

67.2.2 For purposes of the Fifth Floor Space, the
Concession Fund shall equal Seven Dollars ($7.00) per
rentable square foot. All other provisions in the
Lease governing the Concession Fund shall apply to
the Fifth Floor Space.

67.3 The Term of the Lease shall commence as to
the Fifth Floor Space on June 1, 1995 ("Fifth Floor
Space Lease Commencement Date"). The Term of the
Lease as to the Fifth Floor Space shall expire on the
date which is four (4) years and seven (7) months
after the Fifth Floor Space Rent Commencement Date.

67.4 Base Rent payable for the Fifth Floor Space
shall be fifteen dollars and sixty cents ($15.60) per
rentable square foot, net of Electricity Costs, and
subject to adjustment as described in article 6.4.
Base Rent for the Fifth Floor Space shall be payable
as provided in Section 6.1.1. Tenant's obligation to
pay Rent for the Fifth Floor Space shall commence_on
the earlier of (i) July 15, 1994 or (ii) substantial
completion of the Fifth Floor Tenant's Work ("Fifth
Floor Space Rent Commencement Date"). All other
obligations of Tenant pertaining to the Fifth Floor
Space under the Lease shall commence on the Fifth
Floor Space Rent Commencement Date. If the Fifth
Floor Space Rent Commencement Date is other than the
First day of a month, Base Rent for the Fifth Floor
Space due from the Fifth Floor Space Rent
Commencement Date until the first day of the
following month shall be prorated and payable on the
Fifth Floor Space Rent Commencement Date.

67.5 After the Fifth Floor Space Rent Commencement
Date, Tenant's Centerpointe II Proportionate Share
shall be increase by an amount equal to the
<PAGE> 97
percentage derived by dividing the rentable square
footage of the Fifth Floor Space by 204,481.
Therefore, after the Fifth Floor Space Rent ,
Tenant's Centerpointe H Proportionate Share shall
equal 31.40%.

67.6 Except as modified by this Third Amendment,
the Lease shall otherwise remain in full force and
effect.

IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties hereto have executed this Third Amendment to Lease on the date on the
date first set forth herein.

LANDLORD:

JOSHUA REALTY CORPORATION,
a Delaware Corporation

By: /s/ Gerald Karr
-----------------------
Name: Gerald Karr
Title: Vice President

TENANT:

AMERICAN MANAGEMENT SYSTEMS, INC.,
a Delaware Corporation

By: /s/ Frank A. Nicolai
-----------------------
Name: Frank A. Nicolai
Title: EVP

[THE FOLLOWING PAGES INCLUDED AS EXHIBITS A AND B FLOOR PLANS OF THE PREMISES.]
<PAGE> 98
FOURTH AMENDMENT TO AGREEMENT OF LEASE
BETWEEN JOSHUA REALTY CORPORATION AND
AMERICAN MANAGEMENT SYSTEMS, INC.

This Fourth Amendment to Agreement of Lease is made this 18th
day of July, 1995, between JOSHUA REALTY CORPORATION, a Delaware corporation
(general partner and sole remaining partner of Faircenter Limited Partnership,
a Delaware limited partnership) (hereinafter referred to as "Landlord"), and
AMERICAN MANAGEMENT SYSTEMS, INC., a Delaware corporation (hereinafter referred
to as "Tenant").

BACKGROUND

B. Landlord and Tenant desire that Tenant lease from
Landlord approximately 1,697 rentable square feet on the ninth floor of the
Centerpointe II Building known as suite 940 and Landlord and Tenant agree to
amend the Lease by adding Paragraph 68 to the Lease as hereinafter provided:

68. Ninth Floor Space.

68.1 Landlord hereby leases to Tenant, and Tenant
hereby hires and takes from Landlord, approximately 1,697
rentable square feet on the ninth floor of the Centerpointe II
Building more fully described on the floor plan annexed to
this Fourth Amendment as Exhibit A, which shall herein be
deemed as the "Suite 940." Landlord shall make available Suite
940 to Tenant for Tenant Work on July 1, 1995. All of the
terms and conditions of the Lease applicable to the Premises
shall apply to Suite 940, except as set forth below in this
Article.

68.2.1 Suite 940 will be delivered to Tenant in its
"as is "as built" condition and state of repair. Any mixtures
not removed by the prior tenant shall be left in place and not
removed by Landlord. Tenant shall perform Suite 940 Tenant's
Work (which term shall mean the provision of materials,
components, labor and services encompassed within the work
described on Exhibit B to this Fourth Amendment) (i) at
Tenant's sole
<PAGE> 99
cost, except as provided in Paragraph 68.2.2, and (H) in
accordance with the Tenant Design and Construction Process set
forth on Exhibit "C" to the Lease and otherwise in accordance
with all relevant provisions of the Lease. To the extent
required by law, Landlord will comply with the requirements of
the ADA applicable to the Core Elements of Centerpointe 11
which may arise because of the performance of Suite 940
Tenant's Work and Tenant shall comply with all other ADA
requirements respecting Suite 940, including those
requirements arising from Suite 940 Tenant's Work.

68.2.2 For purposes of Suite 940, the Concession
Fund shall equal Seven Dollars ($7.00) per rentable square
foot. All other provisions in the Lease governing the
Concession Fund shall apply to Suite 940.

68.3 The Term of the Lease shall commence as to
Suite 940 on July 1, 1995 ("Suite 940 Lease Commencement
Date"). The Term of Lease as to Suite 940 shall expire on the
date which is four (4) years after the Suite 940 Rent
Commencement Date.

68.4 Base Rent payable for Suite 940 shall be
fifteen dollars and sixty cents ($15.60) per rentable square
foot, net of Electricity Costs, and subject to adjustment as
described in article 6.4. Base Rent for Suite 940 shall be
payable as provided in Section 6.1.1. Tenant's obligation to
pay Rent for Suite 940 shall commence on the earlier of (i)
August 1, 1995 or 00 substantial completion of Suite 940
Tenant's Work ("Suite 940 Rent Commencement Date"). All other
obligations of Tenant pertaining to Suite 940 under the Lease
shall commence on the date of this Fourth Amendment. If the
Suite 940 Rent Commencement Date is other than the first day
of a month, Base Rent for Suite 940 due from the Suite 940
Rent Commencement Date until the first day of the following
month shall be prorated and payable on the Suite 940 Rent
Commencement Date.

68.5 After the Suite 940 Rent Commencement Date,
Tenant's Centerpointe H Proportionate Share shall be
increase by an amount equal to the percentage derived
by dividing the rentable square footage of Suite 940
by 204,481. Therefore, after the Suite
<PAGE> 100
940 Rent Commencement, Tenant's Centerpointe H
Proportionate Share shall equal 32.23%.

68.6 Except as modified by this Fourth Amendment, the
Lease shall otherwise remain in full force and
effect.

IN WITNESS WHEREOF, and intending to be legally bound hereby,
the parties hereto have executed this Fourth Amendment to Lease on the date on
the date first set forth herein.

LANDLORD:

JOSHUA Realty CORPORATION,
a Delaware corporation

By: /s/ Dan Coughlan
------------------------
Name: Dan Coughlan
Title: V.P.

TENANT:

AMERICAN MANAGEMENT SYSTEMS, INC.,
a Delaware Corporation

By: /s/ Frank A. Nicolai
------------------------
Name: Frank A. Nicolai
Title: EVP, Secretary &
Treasurer
<PAGE> 101
FIFTH AMENDMENT TO AGREEMENT OF LEASE
BETWEEN JOSHUA REALTY CORPORATION AND
AMERICAN MANAGEMENT SYSTEMS, INC.

This Fifth Amendment to Agreement of Lease is made this 27th
day of December, 1995, between JOSHUA REALTY CORPORATION, a Delaware
corporation (general partner and sole remaining partner of Faircenter Limited
Partnership, a Delaware limited partnership) (hereinafter referred to as
"Landlord"), and AMERICAN MANAGEMENT SYSTEMS, INC., a Delaware corporation
(hereinafter referred to as "Tenant").

BACKGROUND

B. Landlord and Tenant desire that Tenant lease from
Landlord approximately 3,687 rentable square feet on the ninth floor of the
Centerpointe II Building known as suite 960 and Landlord and Tenant agree to
amend the Lease by adding Paragraph 69 to the Lease as hereinafter provided:

69. Ninth Floor Space.

69.1 Landlord hereby leases to Tenant,
and Tenant hereby hires and takes from Landlord,
approximately 3,687 rentable square feet on the ninth
floor of the Centerpointe II Building more fully
described on the floor plan annexed to this Fifth
Amendment as Exhibit A, which shall herein be deemed
as the "Suite 960." Landlord shall make available
Suite 960 to Tenant for Tenant Work on January 1,
1996. All of the terms and conditions of the Lease
applicable to the Premises shall apply to Suite 960,
except as set forth below in this Article.

69.2.1 Suite 960 will be delivered to
Tenant in its "as is", "as built" condition and state
of repair. Any fixtures not removed by the prior
tenant shall be left in place and not removed by
Landlord. Tenant shall perform Suite 960's
<PAGE> 102
Tenant's Work (which term shall mean the provision of
materials, components, labor and services encompassed
within the work described on Exhibit B to this Fifth
Amendment) (i) at Tenant's sole cost, except as
provided in Paragraph 69.2.2, and (ii) in accordance
with the Tenant Design and Construction Process set
forth on Exhibit "C" to the Lease and otherwise in
accordance with all relevant provisions of the Lease.
To the extent required by law, Landlord will comply
with the requirements of the ADA applicable to the
Core Elements of Centerpointe II which may arise
because of the performance of Suite 960 Tenant's Work
and Tenant shall comply with all other ADA
requirements respecting Suite 960, including those
requirements arising from Suite 960 Tenant's Work.

69.2.2 For purposes of Suite 960, the
Concession Fund shall equal Zero Dollars ($0.00) per
rentable square foot.

69.3 The Term of the Lease shall commence
as to Suite 960 on January 1, 1996 ("Suite 960 Lease
Commencement Date"). The Term of Lease as to Suite
960 shall expire on the date which is two (2) years
after the Suite 960 Rent Commencement Date.

69.4 Base Rent payable for Suite 960
shall be twenty-two dollars and thirty, cents
($22.30) per rentable square foot, net of Electricity
Costs, and subject to adjustment as described in
article 6.4. Base Rent for Suite 960 shall be
payable as provided in Section 6.1.1. Tenant's
obligation to pay Rent for Suite 960 shall commence
on the earlier of (i) February 15, 1995 or (ii)
substantial completion of Suite 960 Tenant's Work
("Suite 960 Rent Commencement Date"). All other
obligations of Tenant pertaining to Suite 960 under
the Lease shall commence on the date of this Fourth
Amendment. If the Suite 960 Rent Commencement Date
is other than the first day of a month, Base Rent for
Suite 960 due from the Suite 960 Rent Commencement
Date until the first day of the following month shall
be prorated and payable on the Suite 960 Rent
Commencement Date.

69.5 After Suite 960 Rent Commencement
Date, Tenant's Centerpointe II Proportionate Share
shall be increase by an amount equal to the
percentage derived by dividing the rentable square
footage of
<PAGE> 103
Suite 960 by 204,481. Therefore, after the Suite 960
Rent Commencement, Tenant's Centerpointe II
Proportionate Share shall equal 32.25%.

69.6 If the Term of the Lease as to Suite
960 has not commenced by April 1, 1996, either party,
by written notice to the other given at any time
thereafter, but in all events prior to the Suite 960
Commencement Date, may terminate this Fifth
Amendment, in which event neither party shall have
any further rights or obligations under this Fifth
Amendment.

69.7 Except as modified by this Fifth
Amendment, the Lease shall otherwise remain in full
force and effect.

69.8 Notwithstanding anything contained
in this Fifth Amendment, if Landlord is unable to
make Suite 960 available to tenant by January 1, 1996
as a result of a hold over of the existing tenant of
Suite 960, then: (i) the Suite 960 Lease
Commencement Date shall not be January 1, 1996 but
shall be such later date as Landlord shall advise
Tenant in writing following the vacation of Suite 960
by the current tenant, (ii) the validity of this
Fifth Amendment and the obligations of Tenant under
the Fifth Amendment shall not be affected by such
failure to deliver possession of Suite 960, except
that the Suite 960 Rent Commencement Date shall
instead be the earlier of (A) forty-five days after
the Suite 960 Lease Commencement Date or (B)
substantial completion of the Suite 960 Tenant's
Work, and (iii) Tenant shall have no claim against
Landlord arising out of Landlord's failure or
inability to deliver possession of Suite 960 on the
date originally fixed therefor.
<PAGE> 104
IN WITNESS WHEREOF, and intending to be legally bound hereby,
the parties hereto have executed this Fifth Amendment to Lease on the date on
the date first set forth herein.

LANDLORD:

JOSHUA REALTY CORPORATION,
a Delaware corporation

By: /s/ Dan Coughlan
----------------------------------
Name: Dan Coughlan
Title:

TENANT:

AMERICAN MANAGEMENT SYSTEMS, INC.,
a Delaware Corporation

By: /s/ Frank A. Nicolai
----------------------------------
Name: Frank A. Nicolai
Title: EVP, Secretary & Treasurer
<PAGE> 105
SIXTH AMENDMENT TO AGREEMENT OF LEASE
BETWEEN JOSHUA REALTY CORPORATION AND
AMERICAN MANAGEMENT SYSTEMS, INC.

This Sixth Amendment to Agreement of Lease is made this _____
day of ________, 1996, between JOSHUA REALTY CORPORATION, a Delaware
corporation (general partner and sole remaining partner of Faircenter Limited
Partnership, a Delaware limited partnership) (hereinafter referred to as
"Landlord"), and AMERICAN MANAGEMENT SYSTEMS, INC., a Delaware corporation
(hereinafter referred to as "Tenant").

B A C K G R 0 U N D:

A. Landlord and Tenant entered into a certain Agreement
of Lease dated August 10, 1992, as amended by a First Amendment to Agreement of
Lease dated May 24, 1993, by a Second Amendment to Agreement of Lease dated
March 18, 1994, by a Third Amendment to Agreement of Lease dated June 5, 1995,
by a Fourth Amendment to Agreement of Lease dated June 18, 1995 and by a Fifth
Amendment to Agreement of Lease dated December 27, 1995 (as amended, the
"Lease"). Capitalized terms used in this Sixth Amendment and not defined shall
have the meanings ascribed to them under the Lease.

B. Landlord and Tenant desire that Tenant lease from
Landlord approximately 28,359 additional rentable square feet on the tenth and
eleventh floors of the Centerpointe II Building and Landlord and Tenant agree
to amend the Lease by adding Article 70 to the Lease as hereinafter provided:

70. Tenth/Eleventh Floor Space.

70.1 Landlord hereby leases to Tenant,
and Tenant hereby hires and takes from Landlord,
approximately 28,359 rentable square feet on the
tenth and eleventh floors of the Centerpointe II
Building, as more fully described on the floor plan
annexed to this Amendment as Exhibit A, which shall
herein be defined as the "Tenth/Eleventh Floor
Space." All of the terms and conditions of the Lease
applicable to the Premises shall apply to such
Tenth/Eleventh Floor Space, except as set forth below
in this Article.

70.2.1 The Tenth/Eleventh Floor Space will
be delivered to Tenant in its "as is", "as built"
condition and state of repair. Any fixtures not
removed by the prior tenant shall be left in place
<PAGE> 106
and not removed by Landlord. Tenant shall perform
all work necessary to install any tenant improvements
or otherwise necessary to prepare the Tenth/Eleventh
Floor Space (i) at Tenant's sole cost, except as
provided in Paragraph 70.2.2, and (ii) in accordance
with the Tenant Design and Construction Process set
forth on Exhibit 'IC" to the Lease and otherwise in
accordance with all relevant provisions of the Lease.
To the extent required by law, Landlord will comply
with the requirements of the ADA applicable to the
Core Elements of Centerpointe II which may arise
because of the performance of the Tenth/Eleventh
Floor Tenant's Work and Tenant shall comply with all
other ADA requirements respecting the Tenth/Eleventh
Floor Space, including those requirements arising
from the Tenth/Eleventh Floor Tenant's Work.

70.2.2 For purposes of the Tenth/Eleventh
Floor Space, the Concession Fund shall equal Ten
Dollars ($10.00) per rentable square foot. All other
provisions in the Lease governing the Concession Fund
shall apply to-the Tenth/Eleventh Floor Space.

70.3 The Term of the Lease shall commence
as to the Tenth/Eleventh Floor Space on March 15,
1997 ("Tenth/Eleventh Floor Space Lease Commencement
Date"); provided, that if Landlord is unable to
deliver the Tenth/Eleventh Floor Space to Tenant by
March 15, 1997 for any reason whatever, including
without limitation by reason of the holding over of
any tenant, then the Tenth/Eleventh Floor Space Lease
Commencement Date shall be delayed until such time as
Landlord delivers such space to Tenant and Landlord
will have no liability to Tenant in any event for any
such delay. The Term of the Lease as to the
Tenth/Eleventh Floor Space shall expire on the
Termination Date. Notwithstanding anything contained
in this Amendment, if for any reason Landlord has not
delivered the Tenth/Eleventh Floor Space to Tenant by
July 1, 1997, then upon written notice from Tenant to
Landlord given at any time after July 1, 1997 and
prior to the date Landlord delivers the
Tenth/Eleventh Floor Space to Tenant, as its sole and
exclusive remedy, Tenant may terminate this Sixth
Amendment, whereupon this Amendment shall be null and
void and neither party
<PAGE> 107
shall have any further rights or obligations under
this Sixth Amendment.

70.4 Base Rent payable for the
Tenth/Eleventh Floor Space shall be Twenty-One and
50/100 Dollars ($21.50) per rentable square foot,
inclusive of Electricity Costs, and subject to
adjustment as described in Article 6.3. Base Rent for
the Tenth/Eleventh Floor Space shall be payable as
provided in Section 6.1.1. Tenant's obligation to pay
Rent for the Tenth/Eleventh Floor Space and all other
obligations of Tenant pertaining to the
Tenth/Eleventh Floor Space under the Lease shall
commence on the Tenth/Eleventh Floor Space Lease
Commencement Date. If the Tenth/Eleventh Floor Space
Lease Commencement Date is other than the first day
of a month, Base Rent for the Tenth/Eleventh Floor
Space due from the Tenth/Eleventh Floor Space Lease
Commencement Date until the first day of the
following month shall be prorated and payable on the
Tenth/Eleventh Floor Lease Commencement Date.

70.5 After the Tenth/Eleventh Floor Space
Lease Commencement Date, Tenant's Centerpointe II
Proportionate Share shall be increased by an amount
equal to the percentage derived by dividing the
rentable square footage of the Tenth/Eleventh Floor
Space by 204,481. Therefore, after the
Tenth/Eleventh Floor Space Lease Commencement Date,
Tenant's Centerpointe II Proportionate Share shall
equal 47.9%.

70.6 Except as modified by this Sixth
Amendment, the Lease shall otherwise remain in full
force and effect.
<PAGE> 108
IN WITNESS WHEREOF, and intending to be legally bound hereby,
the parties hereto have executed this Sixth Amendment to Lease on the date
first set forth herein.

LANDLORD:

JOSHUA REALTY CORPORATION,
a Delaware corporation

By:
-----------------------------
Name:
Title:

TENANT:

AMERICAN MANAGEMENT SYSTEMS, INC.,
a Delaware corporation

By: /s/ Frank A. Nicolai
-----------------------------
Name: Frank A. Nicolai
Title: EVP, Sec. & Treasurer

[THE FOLLOWING PAGES INCLUDED AS EXHIBITS A AND B, FLOOR PLANS OF THE
PREMISES.]
<PAGE> 109
SEVENTH AMENDMENT TO AGREEMENT OF LEASE
BETWEEN JOSHUA REALTY CORPORATION AND
AMERICAN MANAGEMENT SYSTEMS, INC.

This Seventh Amendment to Agreement of Lease is made as of
this 22nd day of July, 1996, between JOSHUA REALTY CORPORATION, a Delaware
corporation (general partner and sole remaining partner of Faircenter Limited
Partnership, a Delaware limited partnership) (hereinafter referred to as
"Landlord"), and AMERICAN MANAGEMENT SYSTEMS, INC., a Delaware corporation
(hereinafter referred to as "Tenant").

B A C K G R O U N D:

A. Landlord and Tenant entered into a certain Agreement
of Lease dated August 10, 1992, as amended by a First Amendment to Agreement of
Lease dated May 24, 1993, by a Second Amendment to Agreement of Lease dated
March 18, 1994, by a Third Amendment to Agreement of Lease dated June 5, 1995,
by a Fourth Amendment to Agreement of Lease dated June 18, 1995, by a Fifth
Amendment to Agreement of Lease dated December 27, 1995 and by a Sixth
Amendment to Agreement of Lease (undated) (as amended, the "Lease").
Capitalized terms used in this Seventh Amendment and not defined shall have the
meanings ascribed to them under the Lease.

B. Landlord and Tenant desire that Tenant lease from
Landlord approximately 1,829 additional rentable square feet on the first floor
of the Centerpointe II Building and Landlord and Tenant agree to amend the
Lease by adding Article 71 to the Lease as hereinafter provided:

71. First Floor Space.

71.1 Landlord hereby leases to Tenant, and Tenant
hereby hires and takes from Landlord, approximately 1,829
rentable square feet on the first floor of the Centerpointe II
Building, as more fully described on the floor plan annexed to
this Amendment as Exhibit Al which shall herein be defined as
the "First Floor Space." All of the terms and conditions of
the Lease applicable to the Premises shall apply to such First
Floor Space, except as set forth below in this Article.

71.2.1 The First Floor Space will be
delivered to Tenant in its "as is" , "as built" condition and
state of repair. Any fixtures not removed by the prior tenant
shall be left in place and not removed by
<PAGE> 110
Landlord. Tenant shall perform all work (the "First Floor
Tenant's Work") necessary to install any tenant improvements
or otherwise necessary to prepare the First Floor Space (i) at
Tenant's sole cost and (ii) in accordance with the Tenant
Design and Construction Process set forth on Exhibit 'IC" to
the Lease and otherwise in accordance with all relevant
provisions of the Lease. To the extent required by law,
Landlord will comply with the requirements of the ADA
applicable to the Core Elements of Centerpointe II which may
arise because of the performance of the First Floor Tenant's
Work and Tenant shall comply with all other ADA requirements
respecting the First Floor Space, including those requirements
arising from the First Floor Tenant's Work.

71.2.2 For purposes of the First Floor Space, there
shall be no Concession Fund.

71.3 The Term of the Lease shall commence as to
the First Floor Space on July 22, 1996 ("First Floor Space
Lease Commencement Date"). The Term of the Lease as to the
First Floor Space shall expire on December 31, 2000.

71.4 Base Rent payable for the First Floor Space
shall be Nineteen Dollars ($19.00) per rentable square foot,
inclusive of Electricity Costs, and subject to adjustment as
described in Article 6.3. Base Rent for the First Floor Space
shall be payable as provided in Section 6.1.1. Tenant's
obligation to pay Rent for the First Floor Space shall
commence on August 1, 1996.

71.5 After the First Floor Space Lease
Commencement Date, Tenant's Centerpointe II Proportionate
Share shall be increased by an amount equal to the percentage
derived by dividing the rentable square footage of the First
Floor Space by 204,481. Therefore, after the First Floor
Space Lease Commencement Date, Tenant's Centerpointe II
Proportionate Share shall equal 48.79%.

71.6 Except as modified by this Seventh Amendment,
the Lease shall otherwise remain in full force and effect.
<PAGE> 111
IN WITNESS WHEREOF, and intending to be legally bound hereby,
the parties hereto have executed this Seventh Amendment to Lease as of the date
first set forth herein.

LANDLORD:

JOSHUA REALTY CORPORATION,
a Delaware corporation

By: /s/ Dan Coughlan
------------------------------
Name: Daniel Coughlan
Title:

TENANT:

AMERICAN MANAGEMENT SYSTEMS, INC.,
a Delaware corporation

By: /s/ Frank A. Nicolai
------------------------------
Name: Frank A. Nicolai
Title: Executive Vice President

[THE FOLLOWING PAGE INCLUDED AS EXHIBIT A FLOOR PLAN OF THE PREMISES.]
<PAGE> 112
EIGHTH AMENDMENT TO AGREEMENT OF LEASE
BETWEEN JOSHUA REALTY CORPORATION AND
AMERICAN MANAGEMENT SYSTEMS, INC.

This Eighth Amendment to Agreement of Lease is made as of this 12th
day of February, 1997 between JOSHUA REALTY CORPORATION, a Delaware corporation
(general partner and sole remaining partner of Faircenter Limited Partnership,
a Delaware limited partnership) (hereinafter referred to as "Landlord"),
AMERICAN MANAGEMENT SYSTEMS, INC., a Delaware corporation (hereinafter referred
to as "Tenant"), and QUALITY SYSTEMS, INC., a Virginia corporation ("QSI").

B A C K G R O U N D:

A. Landlord and Tenant entered into a certain Agreement of Lease
dated August 10, 1992, as amended by a First Amendment to Agreement of Lease
dated May 24, 1993, by a Second Amendment to Agreement of Lease dated March 18,
1994, by a Third Amendment to Agreement of Lease dated June 5, 1995, by a
Fourth Amendment to Agreement of Lease dated June 18, 1995, by a Fifth
Amendment to Agreement of Lease dated December 27, 1995, by a Sixth Amendment
to Agreement of Lease (undated) and by a Seventh Amendment to Agreement of
Lease dated July 22, 1996 (as amended, the "Lease"). Capitalized terms used in
this Eighth Amendment and not defined shall have the meanings ascribed to them
under the Lease.

B. Pursuant to the Sixth Amendment to Agreement of Lease dated
(undated) (the "Sixth Amendment"), Landlord and Tenant agreed that Tenant lease
from Landlord approximately 28,359 additional rentable square feet on the tenth
and eleventh floors of Centerpointe II Building, which space is currently
occupied by QSI and defined in the Sixth Amendment, Section 70.1 as the
"Tenth/Eleventh Floor Space."

C. Pursuant to the Sixth Amendment, the Term of the Lease for the
Tenth/Eleventh Floor Space was to commence March 15, 1997, which date is the
day following the expiration of the lease between Landlord and QSI dated
December 21, 1989 (the "QSI Lease").

D. Pursuant to a Termination Agreement of even date herewith
between Landlord and QSI, Landlord and QSI have agreed to terminate the QSI
Lease early, on February 17, 1997.

E. Landlord and Tenant desire that Tenant lease from Landlord the
Tenth/Eleventh Floor Space on February 18, 1997, which date is approximately
one (1) month earlier than the
<PAGE> 113
Tenth/Eleventh Floor Lease Commencement Date set forth in Section 70.3 of the
Sixth Amendment.

NOW, THEREFORE, for good and valuable consideration, including the
mutual promises, covenants and agreements herein contained, the parties hereto
mutually covenant and agree that the Lease is hereby amended as follows:

1. Term. The dated "March 15, 1997" set forth in the second and
fifth lines of Section 70.3 of the Sixth Amendment is hereby deleted in both
instances, and substituted in each instance in lieu thereof is the date
"February 18, 1997."

2. Base Rent. Notwithstanding anything to the contrary set forth
in Section 70.4 of the Sixth Amendment, Base Rent during any portion of the
Term of the Lease for the Tenth/Eleventh Floor Space prior to March 15, 1997
shall equal Seventeen and 50/100 Dollars ($17.50) per rentable square foot of
the Tenth/Eleventh Floor Space per annum, inclusive of Electricity Costs, and
not subject to adjustment as described in Section 6.3 of the Lease. Commencing
March 15, 1997, Base Rent for the Tenth/Eleventh Floor Space shall be payable
in accordance with Section 70.4 of the Sixth Amendment.

3. Effect. Except as modified by this Eighth Amendment, the
Lease shall otherwise remain in full force and effect.

<PAGE> 114
IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties hereto have executed this Eighth Amendment to Lease as of the date
first set forth herein.

LANDLORD:

JOSHUA REALTY CORPORATION,
a Delaware corporation

By: /s/ Dan Coughlan
-----------------------------
Name: Daniel P. Coughlan
Title:

TENANT:

AMERICAN MANAGEMENT SYSTEMS, INC.,
a Delaware corporation

By: /s/ Frank A. Nicolai
-----------------------------
Name: Frank A. Nicolai
Title:

QSI:

QUALITY SYSTEMS, INC.,
a Virginia corporation

By: /s/ Dan O'Neill
-----------------------------
Name: Dan O'Neill
Title: VP, Finance & Admin.
<PAGE> 115
NINTH AMENDMENT TO AGREEMENT OF LEASE
BETWEEN JOSHUA REALTY CORPORATION AND
AMERICAN MANAGEMENT SYSTEMS, INC.

This Ninth Amendment to Agreement of Lease is made as of this 4th day
of March, 1997 between JOSHUA REALTY CORPORATION, a Delaware corporation
(general partner and sole remaining partner of Faircenter Limited Partnership,
a Delaware limited partnership) (hereinafter referred to as "Landlord") and
AMERICAN MANAGEMENT SYSTEMS, INC., a Delaware corporation (hereinafter referred
to as "Tenant").

B A C K G R O U N D:

A. Landlord and Tenant entered into a certain Agreement of Lease
dated August 10, 1992, as amended by a First Amendment to Agreement of Lease
dated May 24, 1993, by a Second Amendment to Agreement of Lease dated March 18,
1994, by a Third Amendment to Agreement of Lease dated June 5, 1995, by a
Fourth Amendment to Agreement of Lease dated June 18, 1995, by a Fifth
Amendment to Agreement of Lease dated December 27, 1995, by a Sixth Amendment
to Agreement of Lease (undated) and by a Seventh Amendment to Agreement of
Lease dated July 22, 1996 and by an Eighth Amendment to Agreement of Lease
dated as of February 12, 1997 (as amended, the "Lease"). Capitalized terms
used in this Ninth Amendment and not defined shall have the meanings ascribed
to them under the Lease.

B. Landlord and Tenant desire that Tenant lease from Landlord,
Suite 900, containing approximately 5,664 additional rentable square feet on
the ninth floor of the Counterpointe II Building and Landlord and Tenant agree
to amend the Lease by adding Article 72 to the Lease as hereinafter provided:

72. Suite 900 Space.

72.1 Landlord hereby leases to Tenant, and Tenant
hereby hires and takes from Landlord, approximately 5,664
rentable square feet on the ninth floor of the Centerpointe II
Building, as more fully described on the floor plan annexed to
this Amendment as Exhibit A, which shall herein be defined as
the "Suite 900 Space." All of the terms and conditions of the
Lease applicable to the Premises shall apply to such Suite 900
Space, except as set forth below in this Article.

72.2.1 The Ninth Floor Space will be delivered to
Tenant in its "as is", "as built" condition and state of
<PAGE> 116
repair. Any fixtures not removed by the prior tenant shall be
left in place and not removed by Landlord. Tenant shall
perform all work (the "Suite 900 Tenant's Word") necessary to
prepare the Suite 900 Space (i) at Tenant's sole cost and (ii)
in accordance with the Tenant Design and Construction Process
set forth on Exhibit "C" to the Lease and otherwise in
accordance with all relevant provisions of the Lease. To the
extent required by law, Landlord will comply with the
requirements of the ADA applicable to the Core Elements of
Centerpointe II which may arise because of the performance of
the Suite 900 Tenant's Work and Tenant shall comply with all
other ADA requirements respecting the Suite 900 Space,
including those requirements arising from the Suite 900
Tenant's Work.

72.2.2 For purposes of the Suite 900 Space, there
shall be no Concession Fund.

72.3 The term of the Lease shall commence as to the
Suite 900 Space on May 10, 1997 ("Suite 900 Space Lease
Commencement Date"). The Term of the Lease as to the Suite
900 Space shall expire on May 31, 2002.

72.4 Base Rent payable for the Suite 900 Space shall
be Nineteen and 50/100 Dollars ($19.50) per rentable square
foot, inclusive of Electricity Costs, and subject to
adjustment as described in Article 6.3. Base Rent for the
Suite 900 Space shall be payable as provided in Section 6.1.1.
Tenant's obligation to pay Rent for the Suite 900 Space shall
commence on May 10, 1997.

72.5 After the Suite 900 Space Lease Commencement
Date, Tenant's Centerpointe II Proportionate Share shall be
increased by an amount equal to the percentage derived by
dividing the rentable square footage of the Suite 900 Space by
204,481. Therefore, after the Suite 900 Space Lease
Commencement Date, Tenant's Counterpointe II Proportionate
Share shall equal 51.56%.

72.6 Except as modified by this Ninth Amendment, the
Lease shall otherwise remain in full force and effect.
<PAGE> 117
IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties hereto have executed this Ninth Amendment to Lease as of the date first
set forth herein.

LANDLORD:

JOSHUA REALTY CORPORATION,
a Delaware corporation

By: /s/ Dan Coughlan
-------------------------------
Name:
Title:

TENANT:

AMERICAN MANAGEMENT SYSTEMS, INC.,
a Delaware corporation

By: /s/ Frank A. Nicolai
-------------------------------
Name: Frank A. Nicolai
Title: Executive Vice President

[THE FOLLOWING PAGE INCLUDED AS AN EXHIBIT A FLOOR PLAN OF THE PREMISES.]
<PAGE> 118
TERMINATION AGREEMENT

This TERMINATION AGREEMENT (this "Agreement"), made this 11th day of
February, 1997 between JOSHUA REALTY CORPORATION, a Delaware corporation
(general partner and sole remaining partner of Faircenter Limited Partnership,
a Delaware limited partnership) (the "Landlord"), and QUALITY SYSTEMS, INC., a
Virginia corporation (the "Tenant"), and VITRO CORPORATION, a Delaware
corporation (the "Guarantor").

W I T N E S S E T H:

WHEREAS, by an Office Building Lease dated December 2, 1989, by and
between Landlord and Tenant (the "Lease"), Landlord leased to Tenant and Tenant
leased from Landlord all of that real property, situate and lying in Fairfax,
Virginia, which is described therein (the "Premises") (Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to them in
the Lease.); and

WHEREAS, as of the date hereof, the Term of the Lease has not expired
or otherwise terminated, and the Lease remains in full force and effect; and

WHEREAS, Landlord and Tenant desire to terminate the Lease, upon the
terms and subject to the conditions which are hereinafter set forth.

NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual entry into this
Agreement by the parties hereto, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:

Section 1. Termination of Lease.

1.1. Notwithstanding anything contained in the provisions of the
Lease to the contrary, the Term shall end at 11:59 o'clock p.m. on February 17,
1997 (the "Termination Date"). Tenant shall have no right to occupy or use the
Premises thereafter, and shall thereupon immediately surrender possession of
the Premises to Landlord in accordance with the provisions of Section 6.10 of
the Lease.

1.2. Termination of the Lease shall not alter or impair any and all
liability of Tenant or Guarantor accruing under the provisions of the Lease at
or before such termination of the Lease (including, by way of example rather
than of limitation, any
<PAGE> 119
liability for Base Annual Rent or Additional Rent accruing at or before such
termination).

Section 2. Consideration.

2.1 Consideration. In consideration of the granting by Landlord
of the early termination of the Lease, Tenant shall pay to Landlord,
simultaneously with the execution of this Agreement, the amount of Twenty-Three
Thousand Eight Hundred Sixty-Nine and 32/100 Dollars ($23,869.32).

2.2 Attorney's Fees. Upon presentation of an invoice from
Landlord, Tenant agrees to reimburse Landlord for Landlord's attorney's fees
not to exceed $720.00 incurred in connection with both the termination of this
Lease and the Eighth Amendment to Lease Agreement between Landlord and American
Management Systems, Inc. of even date herewith.

Section 3. Mutual release. Provided that each party hereto performs
its obligations under the provisions of this Agreement and except as is
otherwise provided in subsection 1.2 hereof, each party hereto hereby releases
the other party from any and all obligations which the released party may have
to the other under the provisions of the Lease (including, by way of example
rather than of limitation, any and all such obligations which Tenant or
Guarantor may have for the payment of Rent to the Landlord which would have
been due beyond the Termination Date had this Lease not been terminated).

*not to exceed $720.00
<PAGE> 120
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
and ensealed on its behalf by its duly authorized representatives, the day and
year first above written.

ATTEST/WITNESS: JOSHUA REALTY CORPORATION,
a Delaware corporation

/s/ Raymond L. Owens By: /s/ Dan Coughlan
- --------------------------- -------------------------------
Name: Daniel P. Coughland
Title:

ATTEST/WITNESS: QUALITY SYSTEMS, INC.,
a Virginia corporation

/s/ [SIG] By: /s/ Dean O'Neill
- --------------------------- -------------------------------
Name: Dean O'Neill
Title: VP Finance & Admin.

ATTEST/WITNESS: VITRO CORPORATION

/s/ [SIG] By: /s/ Arthur Rossi
- --------------------------- -------------------------------
Name: Arthur Rossi
Title: Senior Vice President

<PAGE> 1
EXHIBIT 10.8

<TABLE>
<CAPTION>
TABLE OF CONTENTS

<S> <C>
ARTICLE 1 BASIC LEASE INFORMATION AND CERTAIN DEFINITIONS....................1

ARTICLE 2 DEMISE; RENEWAL TERM AND TERM......................................3

Section 2.01. Demise...................................................3
Section 2.02. Renewal Terms............................................3
Section 2.03. Definition of Term.......................................4

ARTICLE 3 DELIVERY OF THE PREMISES TO TENANT; RENTABLE AREA..................4

Section 3.01. Delivery of the Premises to Tenant.......................4
Section 3.02. Completion of the Premises...............................5
Section 3.03. Rentable Area............................................5
Section 3.04. Allowances Granted to Tenant.............................6

ARTICLE 4 ACCEPTANCE OF THE PREMISES AND BUILDING BY TENANT..................6

ARTICLE 5 BASE RENT..........................................................6

Section 5.01. Base Rent - Initial Term.................................6
Section 5.02. Base Rent - Renewal Term.................................7
Section 5.03. Temporary Rent...........................................8
Section 5.04. Payment..................................................8
Section 5.05. Acceptance of Rent.......................................9
Section 5.06. Survival of Rent Obligation..............................9
Section 5.07. Default Interest.........................................9

ARTICLE 6 ADDITIONAL RENT....................................................9

Section 6.01. Operating Expenses.......................................9
Section 6.02. Real Estate Taxes.......................................15
Section 6.03. Parking.................................................17
Section 6.04. Additional Rent Defined.................................17
Section 6.05. Rent Defined............................................17

ARTICLE 7 SERVICES BY LANDLORD..............................................17

Section 7.01. Services Generally......................................17
Section 7.02. Interruption in Services................................17

ARTICLE 8 UTILITIES.........................................................18

Section 8.01. Computerized Energy Management System...................18
Section 8.02. Water, Heating, Ventilating and Air Conditioning........19
Section 8.03. Electricity.............................................19
Section 8.04. Tenant's Security Regulations...........................20
Section 8.05. Building Security System................................20

ARTICLE 9 USE...............................................................20
</TABLE>

i
<PAGE> 2

<TABLE>
<S> <C>
ARTICLE 10 COMPLIANCE WITH LAWS.............................................20

ARTICLE 11 OBSERVANCE OF BUILDING'S RULES AND REGULATIONS;
HAZARDOUS MATERIALS .......................................................21

Section 11.01. Rules and Regulations..................................21
Section 11.02. Hazardous Materials....................................22

ARTICLE 12 ALTERATIONS......................................................23

Section 12.01. Approval of Landlord...................................23
Section 12.02. Ownership of Improvements to Premises..................24

ARTICLE 13 LIENS............................................................24

ARTICLE 14 REPAIRS..........................................................25

Section 14.01. Tenant's Obligations...................................25
Section 14.02. Landlord's Obligations.................................25

ARTICLE 15 INSURANCE........................................................26

Section 15.01. Tenant's Insurance.....................................26
Section 15.02. Insurance Rating.......................................27
Section 15.03. Waiver of Subrogation..................................27
Section 15.04. Landlord Insurance.....................................27
Section 15.05. Self Insurance and Blanket Insurance...................28

ARTICLE 16 DAMAGE BY FIRE OR OTHER CASUALTY.................................28

Section 16.01. Termination Rights Due to Damage or Destruction to the
Premises...............................................28
Section 16.02. Damage to the Building.................................29
Section 16.03. Partial Damage.........................................29
Section 16.04. Damage During Last Year of Term........................29
Section 16.05. No Landlord Liability..................................30
Section 16.06. Apportionment of Rent..................................30

ARTICLE 17 CONDEMNATION.....................................................30

Section 17.01. Entire Building........................................30
Section 17.02. Partial Takings Affecting the Premises.................30
Section 17.03. Termination of Lease...................................31
Section 17.04. Landlord's Right to Award..............................31

ARTICLE 18 ASSIGNMENT AND SUBLETTING........................................31

Section 18.01. Permitting Subletting of the Premises..................31
Section 18.02. Rights of Tenant.......................................32
Section 18.03. Required Provision in Sublease.........................33
Section 18.04. Excess Rent............................................33
Section 18.05. Rights of Landlord.....................................33
Section 18.06. Permitted Occupants....................................34
</TABLE>

<PAGE> 3

<TABLE>
<S> <C>
ARTICLE 19 INDEMNIFICATION..................................................34

ARTICLE 20 SURRENDER OF THE PREMISES........................................35

Section 20.01. Condition of Premises..................................35
Section 20.02. Tenant Holdover........................................35

ARTICLE 21 ESTOPPEL CERTIFICATES............................................35

ARTICLE 22 SUBORDINATION AND ATTORNMENT.....................................36

Section 22.01. Existing Financings....................................36
Section 22.02. Future Financings......................................36
Section 22.03. Attornment.............................................37

ARTICLE 23 QUIET ENJOYMENT..................................................37

ARTICLE 24 SIGNS AND FURNISHINGS............................................37

Section 24.01. Signs and Advertisements...............................37
Section 24.02. Building Signage.......................................38
Section 24.03. Furnishings............................................38
Section 24.04. Satellite Dish.........................................39

ARTICLE 25 DEFAULTS AND REMEDIES............................................39

Section 25.01. Events of Default......................................39
Section 25.02. Remedies...............................................40
Section 25.03. Remedies Cumulative....................................41
Section 25.04. No Acceptance or Surrender.............................41
Section 25.05. Customs and Practices..................................41
Section 25.06. Payment of Tenant's Obligations by Landlord............41
Section 25.07. Default by Landlord....................................42

ARTICLE 26 SECURITY DEPOSIT.................................................43

ARTICLE 27 INTENTIONALLY OMITTED............................................43

ARTICLE 28 ATTORNEY'S FEES AND LEGAL EXPENSES...............................43

ARTICLE 29 NOTICES..........................................................43

ARTICLE 30 RIGHT OF FIRST REFUSAL...........................................44

ARTICLE 31 MISCELLANEOUS....................................................45

Section 31.01. No Partnership.........................................45
Section 31.03. Severability...........................................46
Section 31.04. Trial by Jury..........................................46
Section 31.05. Force Majeure..........................................46
Section 31.06. Captions...............................................46
</TABLE>

iii

<PAGE> 4

<TABLE>
<S> <C>
Section 31.07. Benefit and Burden.....................................46
Section 31.08. No Representations by Landlord.........................46
Section 31.09. Entire Agreement.......................................46
</TABLE>

<PAGE> 5

OFFICE LEASE AGREEMENT

THIS OFFICE LEASE AGREEMENT is made and entered into this 12th day of
August, 1993, by and between HYATT PLAZA LIMITED PARTNERSHIP, a Virginia limited
partnership ("Landlord") and AMERICAN MANAGEMENT SYSTEMS, INC., a Delaware
corporation ("Tenant"), upon all terms set forth in this Lease and in all
Exhibits hereto, to each and all of which terms Landlord and Tenant hereby
mutually agrees, and in consideration of One Dollar and other valuable
considerations, the receipt and sufficiency of which are hereby acknowledged,
and of the rents, agreements and benefits flowing between the parties hereto, as
follows:

ARTICLE 1
BASIC LEASE INFORMATION AND CERTAIN DEFINITIONS

Section 1.01. Each reference to this Lease to information and
definitions contained in Article 1 and each use of the terms capitalized and
defined in this Section 1.01 shall be deemed to refer to, and shall have the
following meanings:

A. Building: Hyatt Plaza
12701 Fair Lakes Circle
Fairfax, Virginia 22033

B. Phase I Space: Refers to approximately 51,262 square feet of
Rentable Area (defined in Section 3.03 of the Lease) located on
the seventh (7th) and eighth (8th) floors of the Building, as
more fully described and shown on Exhibit "A" - Part 1.

C. Phase II Space: Refers to approximately 32,974 square feet of
Rentable Area located on the ninth (9th) and tenth (10th) floors
of the Building, as more fully described and shown on Exhibit
"A" - Part 2.

D. Phase I Rent Commencement Date: March 1, 1994, subject, however,
to the provisions of Section 3.01(c) hereof.

E. Phase I Rent: Refers to an amount equal to the product obtained
by multiplying $17.37 by the number of square feet of Rentable
Area in the Phase I Space.

F. Phase II Rent Commencement Date: March 1, 1995, subject,
however, to the provisions of Section 3.01(d) hereof.

G. Phase II Rent: Refers to an amount equal to the product obtained
by multiplying $17.80 by the number of square feet of Rentable
Area in the Phase II Space.

H. Initial Term: Ten (10) years.

I. Commencement Date: March 1, 1994.

<PAGE> 6

J. Expiration Date: February 29, 2004.

K. Rentable Area of the Building: 252,395 square feet.

L. Base Rent: Refers to the following:

(i) From the Phase I Rent Commencement Date to the Phase II
Commencement Date the Phase I Rent, any Temporary Rent
(defined in Section 5.03) and any Additional Space Rent
(defined in Article 30 hereof).

(ii) From the Phase II Rent Commencement Date to the
expiration of the Term an amount equal to the sum of (1)
the Phase I Rent; (2) the Phase II Rent; and (3) any
Additional Space Rent.

M. Base Year: Refers to the following:

(i) During the Initial Term: 1994.

(ii) During any Renewal Term: The base year or amount
established as part of the Market Rent (as defined in
Section 5.02 hereof).

N. Base Operating Expenses: The Operating Expenses (defined in
Section 6.01(b)) incurred by Landlord during the Base Year.

O. Base Real Estate Taxes: The Real Estate Taxes (defined in
Section 6.02(c)) assessed upon the Building during the Base
Year.

P. Tenant's Proportionate Share: The result obtained by multiplying
100% by a fraction, the numerator being the Rentable Area of the
Premises and the denominator being the Rentable Area of the
Building, provided that prior to the Phase II Rent Commencement
Date the numerator shall be the Rentable Area of the Phase I
Space only.

Q. Landlord's Address for Notices:

c/o Hazel/Peterson Companies
12500 Fair Lakes Circle
Suite 400
Fairfax, Virginia 22033
Attention: Asset Manager

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<PAGE> 7

R. Tenant's Address for Notices:

4050 Legato Road
Fairfax, Virginia 22030
Attention: Thomas W. Huba

S. Lease: Collectively refers to this Office Lease Agreement
together with the following Exhibits which are attached hereto
and incorporated herein by this reference.

<TABLE>
<CAPTION>
Exhibits

<S> <C>
"A" Floor Plans
"B" Leasehold Improvements
"C" Modified Method
"D" Cleaning Specifications
"E" HVAC Specifications
"F" Barrier Removal Program
"G" Rules and Regulations
"H" Form Subordination Agreement
</TABLE>

T. Broker: Cushman & Wakefield of Virginia and Grubb & Ellis

U. Premises: Refers to the Rentable Area demised to Tenant by this
Lease.

V. Fair Lakes: A mixed-use development in Fairfax County, Virginia.

ARTICLE 2
DEMISE; RENEWAL TERM AND TERM

Section 2.01. Demise. Landlord leases to Tenant, and Tenant leases from
Landlord, the Premises located in the Building for the Term (defined in Section
2.03) and subject to the provisions hereof. The Initial Term of this Lease shall
be for the period specified in Section 1.01 and shall begin at midnight on the
Commencement Date and shall, unless this Lease is sooner terminated in
accordance with the provisions of this Lease, end at midnight on the Expiration
Date, provided, however, that if for any reason the Expiration Date shall be a
day other than the final day of a calendar month then, the Term of this Lease
shall be extended so that it will expire on the last day of the calendar month
in which the Expiration Date takes place.

Section 2.02. Renewal Terms. Tenant shall have the right to renew and
extend the Term of this Lease for two (2) Renewal Terms (herein so called) of
five (5) years each upon and subject to the following terms and conditions:

(a) Tenant may exercise its right to a Renewal Term by giving
written notice thereof to Landlord no later than thirty (30) days after its
receipt of the Market Rent Notice (as defined in Section 5.02 hereof) for the
Renewal Term in question. The Renewal Term shall commence immediately upon the
expiration of the Initial Term (as extended if Tenant had previously exer-

-3-
<PAGE> 8

cised its right to the first Renewal Term) and upon such exercise the
"Expiration Date" of the Term shall automatically become the last day of the
current Renewal Term.

(b) The exercise by Tenant of its right to a Renewal Term must be
made, if at all, by written notice executed by Tenant and delivered to Landlord
on or before the date set forth hereinabove. Once Tenant has exercised its
option to a Renewal Term, the exercise may be revoked as more particularly
described in Section 5.02(b) hereof. Tenant shall not have the right to a
Renewal Term if Tenant is in Default (as defined in Section 25.01 hereof) under
this Lease, either at the time Tenant gives notice of its election, or
immediately prior to the commencement of a Renewal Term. If Tenant does not
exercise its right to a Renewal Term in a timely manner, then Tenant's rights
with respect thereto shall expire and be of no force or effect.

Section 2.03. Definition of Term. As used in this Lease the word "Term"
collectively refers to the Initial Term, Renewal Term, if any, and, any
Temporary Occupancy Period (hereinafter defined).

ARTICLE 3
DELIVERY OF THE PREMISES TO TENANT; RENTABLE AREA

Section 3.01. Delivery of the Premises to Tenant.

(a) Landlord shall deliver the Phase I Space and Phase II Space to
Tenant in its "as is" and "where as" condition with only the improvements
identified on Schedule 1 of Exhibit "B" hereto (the "Existing Improvements") on
or before December 5, 1993. For every day beyond December 5, 1993 that Landlord
has not delivered the Premises, the Rent Commencement Date for Phase I and Phase
II will be extended by one (1) day. The provisions of Exhibit "B" hereto shall
govern the construction and installation of all Leasehold Improvements (as
defined in Exhibit "B").

(b) It is acknowledged and agreed that Tenant (and its agents,
contractors and employees) may enter upon the Premises commencing after the date
it is delivered to Tenant pursuant to subparagraph (a) hereof to perform the
construction work required by this Lease to be performed by Tenant. Any entry
prior to the Commencement Date shall be subject to all of the terms and
conditions of this Lease, however, Tenant's obligations to pay Rent hereunder
shall commence on the Phase I Rent Commencement Date with respect to the Phase I
Space and on the Phase II Rent Commencement Date with respect to the Phase II
Space.

(c) The Phase I Rent Commencement Date shall occur on the earlier
of (i) March 1, 1994 or (ii) the date on which Tenant occupies any portion of
the Phase I Space for the operation of its normal business, provided, however,
that if Tenant occupies only a portion of the Phase I Space prior to March 1,
1994, then the Rent payable with respect to the Phase I Space for the period
from Tenant's occupancy for its normal business operations until March 1, 1994
shall be prorated so that Tenant shall pay Rent only with respect to the portion
of the Phase I Space Tenant is occupying for its normal business operations,
provided further, however, that Tenant shall commence paying Rent with respect
to all of the Phase I Space on March 1, 1994 whether or not Tenant has occupied
all of the Phase I Space. The period from Tenant's occupancy of any por-

-4-
<PAGE> 9

tion of the Phase I Space for its normal business operations until March 1, 1994
is hereinafter referred to as the "Temporary Occupancy Period". The Tenant's
occupancy of any Phase I Space during the Temporary Occupancy Period will be
subject to the terms and conditions of this Lease and Tenant will be obligated
to pay Temporary Rent with respect to such space computed in accordance with
Section 5.03 hereof.

(d) The Phase II Rent Commencement date shall occur on the earlier
of (i) March 1, 1995 or (ii) the date on which Tenant occupies any portion of
the Phase II Space for the operation of its normal business, provided, however,
that if Tenant occupies only a portion of the Phase II Space prior to March 1,
1995, then the Rent payable with respect to the Phase II Space for the period
from Tenant's occupancy for its normal business operations until March 1, 1995
shall be prorated so that Tenant shall pay Rent only with respect to that
portion of the Phase II Space Tenant is occupying for its normal business
operations, provided, further, however, that Tenant shall commence paying Rent
with respect to all of the Phase II Space on March 1, 1995 whether or not Tenant
has occupied all of the Phase II Space. The period from Tenant's occupancy of
any portion of the Phase II Space for its normal business operations until March
1, 1995 is hereinafter referred to as the "Temporary Occupancy Period". Tenant's
occupancy of any Phase II Space during the Temporary Occupancy Period will be
subject to the terms and conditions of this Lease and Tenant will be obligated
to pay Temporary Rent computed in accordance with Section 5.03 hereof.

(e) Tenant shall indemnify Landlord and hold Landlord harmless from
and against any and all claims, damages, losses, liabilities, costs and expenses
(including without limitation attorneys' fees and court costs) which Landlord
may incur as a result of Tenant's entry on the Premises and construction of the
Leasehold Improvements to the Premises.

Section 3.02. Completion of the Premises. Upon completion of a phase of
the Premises, Tenant will supply Landlord with (i) a certificate from the
Tenant's Architect (defined in Exhibit "B"), that, in its professional judgment,
the Leasehold Improvements to be constructed in the phase have been
substantially completed, and (2) copies of the non-residential use permit for
the phase.

Section 3.03. Rentable Area. The term "Rentable Area" as used herein
means all the floor area in the Building and/or in the Premises and has been
calculated using a modified version of the standard method of measurements of
the Washington D.C. Association of Realtors (formerly the Washington Board of
Realtors) a copy of which is attached hereto as Exhibit "C" (the "Modified
Method"). The Rentable Area of each phase of the Premises is approximately
stated in Section 1.01 and shall be specifically calculated by Landlord's
architect using the Modified Method as Approved Plans (defined in Exhibit "B")
for a phase are completed. Upon such determination: (i) Landlord's architect
will send written certification of such determination to Landlord and Tenant
showing the method of calculation; (ii) such calculations shall be subject to
confirmation by Tenant's Architect and (iii) once the Rentable Area is agreed
upon the Rentable Area of the Premises and Base Rent specified in Section 1.01
shall be appropriately adjusted, if necessary, to reflect the agreed upon number
of square feet of Rentable Area of the Premises. The Rentable Area of the
Building and the Premises shall be adjusted, if necessary, by

-5-
<PAGE> 10

Landlord's architect using the Modified Method in the event of any future
expansion or modification of the Premises. If the number of square feet of the
Rentable Area of the Premises changes, then Tenant's Proportionate Share shall
be adjusted effective as of the date of any such change.

Section 3.04. Allowances Granted to Tenant. Landlord grants to Tenant an
allowance (the "Tenant's Allowance") equal to $10.00 per square foot of Rentable
Area in the original Premises. The Tenant Allowance will be disbursed pursuant
to the provisions of Exhibit "B". Any undisbursed or unused portion of the
Tenant Allowance may be used by Tenant to apply towards moving expenses or Rent
accruing hereunder at such time as all of the fees, costs and expenses
associated with work which Tenant is required to pay under this Lease have been
paid in full.

ARTICLE 4
ACCEPTANCE OF THE PREMISES AND BUILDING BY TENANT

Taking possession of a phase of the Premises by Tenant shall be
conclusive evidence that Tenant: (i) accepts such phase as suitable for the
purposes for which they are leased; (ii) waives any defects in the phase of the
Premises. Except as specifically set forth in this Lease, and except for
negligence or willful misconduct of Landlord, its agents, employees, licensees
or servants, Landlord shall not be liable to Tenant or any of its agents,
employees, licensees, servants, or invitees for any injury or damage to person
or property due to (i) the condition or design of or any defect in the Premises
or its mechanical, plumbing and electrical systems and equipment which may exist
or occur, or (ii) any work performed by Tenant, its agents, employees,
licensees, servants, and invitees, and Tenant expressly assumes all risks for
injury or damage to person or property, either proximate or remote, resulting
from the condition of the Premises.

ARTICLE 5
BASE RENT

Section 5.01. Base Rent - Initial Term. Commencing on the Rent
Commencement Date and continuing thereafter during the Initial Term of this
Lease Tenant shall pay to Landlord monthly, in lawful money of the United
States, without demand or offset (other than specifically permitted herein);
Base Rent as specified in Section 1.01 hereof. The Base Rent shall be paid in
equal monthly installments, each payable in advance, on or before the first day
of each calendar month during the Term. The monthly installment of Base Rent for
any partial calendar month of the Term shall be appropriately prorated.
(References to Base Rent in this Lease collectively refer to the Initial Term -
Base Rent and the Renewal Term - Base Rent determined in accordance with Section
5.02 hereof).

Section 5.02. Base Rent - Renewal Term. In the event Tenant has
exercised an option for a Renewal Term of this Lease, then Tenant shall pay to
Landlord, during a Renewal Term, a Base Rent equal to ninety-five percent (95%)
of the then market rate being charged and/or granted to a tenant seeking a five
(5) year lease for a space of a size comparable to the Rentable Area of the
Premises, in a full service, first class office building located in the Fairfax
Center

-6-
<PAGE> 11

area in buildings that are similar in age, quality of construction and
management of the Building (the "Market Rent"), multiplied by the number of
square feet of Rentable Area in the Premises. In determining Market Rent,
Landlord and Tenant shall also establish a new base (whether a year or an
amount) reflective of the market which will be used to determine the Base
Operating Expenses and Base Real Estate Taxes for the Renewal Term. All
determinations of Market Rent shall (i) reflect market conditions expected to
exist as of the date Base Rent based on Market Rent is to commence (including
base rents and escalations, rental abatements, construction allowances and other
tenant concessions, operating expense and tax passthrough provisions, and other
terms expected to be agreed to in market leases entered into at such time); (ii)
reflect the fact that Landlord is providing Tenant parking free of charge
pursuant to Section 6.03 hereof; and (iii) reflect any rent premiums that
buildings in Fair Lakes may receive. In determining the Market Rent, Landlord
and Tenant shall employ the following method and timetable to establish the
Market Rent.

(a) Not later than fourteen (14) months prior to the expiration date
of the Initial Term (or the first Renewal Term if Tenant had previously
exercised its option for a Renewal Term), Landlord shall deliver to Tenant
written notice (the "Market Rent Notice") of its proposed Market Rent for the
Premises during the applicable Renewal Term based on Landlord's determination of
the Market Rent. If Tenant (within the time period permitted by and in the
manner required by Section 2.02(a) hereof) elects to exercise its right to a
Renewal Term, Tenant shall also notify Landlord of Tenant's election to either
accept or reject the proposed Market Rent, set forth in the most recent Market
Rent Notice. Should Tenant accept the Market Rent proposed by Landlord in the
most recent Market Rent Notice, then such Market Rent will be used during the
applicable Renewal Term;

(b) Should Tenant reject the Market Rent set forth in the most
recent Market Rent Notice, Landlord and Tenant for _ period of thirty (30) days
will attempt to negotiate _ Market Rent. Should the parties reach an agreement,
then the agreed upon Market Rent shall be used during the applicable Renewal
Term. Should the parties fail to reach an agreement within such period, then,
Tenant, by written notice to Landlord given within ten (10) days after the
expiration of the foregoing thirty (30) day period, shall have the option to
either U) rescind its election for the Renewal Term, in which case, this Lease
shall terminate on the Expiration Date, or (ii) elect to use the appraiser
method described in subparagraph (c) hereof. An election by Tenant will be
irrevocable. A failure to notify Landlord within the ten (10) day period will be
deemed to be Tenant's election to rescind its election for the Renewal Term.

(c) In the event Tenant elects pursuant to subparagraph (b)(ii) to
invoke the appraiser method, Tenant in its notice to Landlord will select a
broker who has at least ten (10) years experience leasing commercial office
space in Fairfax County, Virginia (a "Broker"), to determine a Market Rent.

(i) Within ten (10) days after its receipt of the Tenant's
notice, Landlord shall engage a Broker and shall notify
the Tenant thereof. In the event Landlord does not
engage a Broker and provide Tenant notice as required
above,

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<PAGE> 12

then the Tenant's Broker shall select a Market
Rent which shall be deemed the Market Rent used during
the applicable Renewal Term.

(ii) Within five (5) days after the selection by Landlord
of a Broker, the two (2) Brokers shall (a) each
render their own determination of the Market Rent and
(b) choose a third Broker and notify Landlord and
Tenant of said choice. Each party shall bear the cost
of its appointed Broker and shall share equally the
cost of the third Broker. In the event that said two
(2) Brokers cannot agree on the choice of a third
Broker and they notify the parties thereof, then the
President of the Fairfax County Board of Realtors shall
choose a third Broker.

(iii) Within fifteen (15) days after the selection of the
third Broker, the third Broker shall, by
written notice, notify Landlord and Tenant of its
determination of Market Rent. The Market Rent for
purposes of this section shall equal the average of the
two closest determinations; provided, however, that (a)
if any one determination is agreed upon by any two of
the Brokers, then the Market Rent shall be such
determination, and (b) if any one determination is
equidistant from the other two determinations, then the
Market Rent shall be such middle determination.

Section 5.03. Temporary Rent. During any Temporary Occupancy Period,
Tenant shall be obligated to pay to Landlord an adjusted rent (the "Temporary
Rent") for the Rentable Area occupied by Tenant computed in accordance with this
Section. For any Phase I Space occupied by Tenant during a Temporary Occupancy
Period, then Temporary Rent will be an amount equal to $7.00 per square foot of
Rentable Area occupied by Tenant. For any Phase II Space occupied by Tenant
during a Temporary Occupancy Period, the Temporary Rent will be $11.87 per
square foot of Rentable Area occupied by Tenant. The Temporary Rent shall be
paid in the same manner as Base Rent.

Section 5.04. Payment. All Rent (as hereinafter defined) shall be paid
to Landlord by Tenant when due at Landlord's Address for Notices as specified in
Section 1.01, or such other place as Landlord may from time to time designate in
writing.

Tenant shall only be required to pay Rent to one entity or person. In
the event more than one entity or person shall constitute Landlord hereunder,
they shall appoint by written notice to Tenant a single entity or person, (who
may be one of the entities or persons constituting Landlord), as (i) the
designated recipient of Rent; and (ii) the representative to whom Tenant should
direct all notices to Landlord and upon whose actions the Tenant may rely.
Tenant shall be entitled to pay Rent and rely upon the last named single
recipient until a new single recipient is named by written notice to Tenant.

Section 5.05. Acceptance of Rent. If Landlord shall direct Tenant to pay
Rent to a lockbox or other depository whereby checks issued in payment of Rent
is initially cashed or deposited by a person or entity other than Landlord
(albeit on Landlord's authority), then, for any and all purposes under this
Lease: (i) Landlord shall not be deemed to have accepted such payment

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until ten (10) days after the date on which Landlord shall have actually
received such funds, and (ii) Landlord shall be deemed to have accepted such
payment if (and only if) within said ten (10) day period, Landlord shall not
have refunded (or attempted to refund) such payment to Tenant. Nothing contained
in the immediately preceding sentence shall be construed to place Tenant in
default of Tenant's obligation to pay Rent if and for so long as Tenant shall
timely pay the Rent required pursuant to this Lease in the manner designated by
Landlord.

Section 5.06. Survival of Rent Obligation. The obligation of Tenant with
respect to the payment of past due Rent shall survive the termination of this
Lease.

Section 5.07. Default Interest. In the event any installment of Rent due
hereunder is not paid within five (5) calendar days after it is due, then such
delinquent installment of Rent or any component thereof shall bear interest from
the date originally due until paid, at the Default Rate (hereinafter defined in
Section 25.06 hereof). Notwithstanding the foregoing, Landlord agrees to waive
imposition of such interest with respect to the first late payment in any
calendar year.

ARTICLE 6
ADDITIONAL RENT

Section 6.01. Operating Expenses.

(a) Commencing on (i) January 1, 1995 with respect to the Phase I
Space and (ii) the Phase II Rent Commencement Date with respect to the Phase II
Space, and thereafter, throughout the Term, Tenant shall pay on a monthly basis,
without demand, as Additional Rent for the Premises, Tenant's Proportionate
Share of the amount by which Operating Expenses (as defined in Section 6.01(b)
hereof) exceed the Base Operating Expenses. Such payments shall be made as
follows:

(i) Commencing on January 1, 1995 and on the first day of January of
each year during the remainder of the Term or as soon thereafter
as is practicable, Landlord shall furnish Tenant with Landlord's
reasonable estimate of the Operating Expenses for the year. On
the first day of each month during such year, Tenant shall pay
1/12th of Tenant's Proportionate Share of the difference between
the estimated Operating Expenses for such year and the Base
Operating Expenses. If for any reason Landlord has not provided
Tenant with Landlord's Operating Expenses estimate on or before
the first day of January of any year during the Term (or by the
Commencement Date, as the case may be), then, until the first
day of the calendar month following the month in which Tenant is
given Landlord's estimate of Operating Expenses, Tenant shall
continue to pay Landlord on the first day of each calendar month
the monthly sum payable by Tenant under this Section 6.01 for
the month of December of the preceding year.

(ii) On March 1, 1996 and thereafter on the first day of March of
each year during the remainder of the Term, or as soon
thereafter as reasonably practical, Landlord shall furnish to
Tenant a statement of the actual Operating Expenses for the
preceding year. Such statement shall provide Tenant with
reasonable details regard-

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ing the various components of Operating Expenses. Within thirty
(30) days after the delivery of that statement, Tenant shall
either (i) notify Landlord, in writing, the Tenant objects to a
component of the Operating Expenses on the grounds that it is
not permitted by Section 6.01 hereof or (ii) pay to Landlord a
lump sum payment equal to the amount, if any, by which Tenant's
Proportionate Share of the actual Operating Expenses exceeds the
amount, if any, which Tenant has paid toward the estimated
operating Expenses pursuant to Section 6.01(a)(i) above or the
undisputed amount thereof. Should Tenant dispute an Operating
Expenses statement, (i) Tenant and Landlord shall in good faith
attempt to resolve such dispute and (ii) in the event Landlord
is unable to demonstrate by invoices or other supporting
information the inclusion of an item or expenses as an Operating
Expense, Landlord will not be permitted to charge or include
such item. Within thirty (30) days after resolution of the
dispute, Tenant will make a lump sum payment equal to the amount
agreed upon by Landlord and Tenant. if Tenant's Proportionate
Share of the actual operating Expenses is less than the amount
Tenant has paid toward the estimated Operating Expenses pursuant
to Section 6.01(a)(1) above, Landlord shall either (i) apply
such amount to the next accruing installments of Rent due
hereunder or (ii) if such excess arises after the Expiration
Date, refund such amount to Tenant provided no Default by Tenant
exists under Sections 25.01(a) and (b) hereof. The effect of
this Section 6.01(a)(ii) is that Tenant will pay during each
year during the Term Tenant's Proportionate Share of the actual
operating Expense in excess of the Base Operating Expenses.

(iii) If the Term ends on a date other than the last day of December,
the actual Operating Expenses for the year in which the
Expiration Date occurs shall be prorated so that Tenant shall
pay that portion of Tenant's Proportionate Share of Operating
Expenses for such year represented by a fraction, the numerator
of which shall be the number of days during such fractional year
falling within the Term, and the denominator of which is 365 (or
366, in the case of a leap year). The provisions of this Section
6.01 shall survive the Expiration Date or any sooner termination
provided for in this Lease.

(iv) Tenant shall have the right, during business hours and upon
reasonable prior notice, one time during each calendar year to
inspect Landlord's books and records relating to Operating
Expenses, and/or to have such books and records audited at
Tenant's expense by a certified public accountant mutually
designated by Landlord and Tenant, except that any audit that
discloses a discrepancy of more than three percent (3%) in the
annual Operating Expenses and/or Real Estate Taxes shall be at
Landlord's expense. Any discrepancy shall be promptly corrected
by a payment of any shortfall to Landlord by Tenant within
thirty (30) days after the applicable audit, or by a credit
against the next payment(s) of rent hereunder, as may be
applicable. In the event Tenant does not contest a statement of
Operating Expenses within three hundred sixty-five (365) days
after it is rendered, such statement shall become binding and
conclusive; provided, however, that if a timely audit of
Operating Expenses for a particular year reveals an error
resulting

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in any overcharge with regard to particular expenses in such
year, Tenant shall thereupon have the right to reexamine
Landlord's books and records with respect to the immediately
preceding two (2) calendar years for the sole purpose of
determining whether the same error resulting in an overcharge
with respect to the same expenses in such immediately preceding
two (2) calendar years, and if so Tenant shall be entitled to a
refund of such overcharged amount.

(b) As used in this Lease, "Operating Expenses" means all expenses,
costs, and disbursements of every kind which Landlord incurs, pays or becomes
obligated to pay in connection with the ownership, operation, repair, and
maintenance of the Building, which costs shall include all expenditures by
Landlord to maintain all facilities in operation at the beginning of the Term
and such additional facilities installed in subsequent years as Landlord may
consider necessary or beneficial for the operation of the Building. All
Operating Expenses shall be determined according to generally accepted
accounting principles (which shall be consistently applied) and shall include,
but are not limited to, the following:

(i) Wages, salaries, and fees of all personnel or entities
(exclusive of Landlord's executive personnel) engaged in the
operation, repair, maintenance, or security of the Building,
including taxes, insurance, and benefits relating thereto (in
the event the personnel service more than one building, expenses
related to such person will be pro-rated to the Building on the
basis of the amount of time the personnel spent servicing the
Building);

(ii) All supplies and materials used in the operation, repair,
security, and maintenance of the Building.

(iii) Cost of all maintenance and service agreements for the Building
and the equipment therein, including, without limitation, alarm
service, water treatment services, janitorial services, security
systems service, window cleaning, service on electrical and
mechanical components, trash removal, elevator maintenance,
extermination service, plumbing service, grounds keeping, and
landscaping;

(iv) Cost of all insurance relating to the Building for which
Landlord is responsible hereunder (exclusive, however, of
payments made by tenants of the Building pursuant to provisions
in their lease similar to Section 15.02 hereof), or which
Landlord considers reasonably necessary for the operation of the
Building, including, without limitation, the cost of property,
casualty and liability insurance applicable to the Building and
Landlord's personal property used in connection therewith, and
the cost of business interruption or rental insurance in such
amounts as will reimburse Landlord for all losses of earnings
and other income attributable to such perils as are commonly
insured against by prudent landlords or required by Landlord's
lender;

(v) Cost of repairs and maintenance (excluding repairs and
maintenance paid by proceeds of insurance or by Tenant or other
third parties or paid under guaranties, warranties or service
contracts more particularly described in subparagraph (iii)

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<PAGE> 16

hereof, and alterations attributable solely to tenants of the
Building other than Tenant) of the Building;

(vi) All utility costs of the Building (exclusive, however, of such
special utility services as are provided for in Article 8
hereof, the costs of which special utility services shall be
payable as therein provided), including, without limitation,
water, power, fuel, heating, lighting, air-conditioning, and
ventilating;

(vii) Amortization of the cost of installation of capital investment
items which are installed primarily to reduce operating costs
for the general benefit of the Building's tenants or to enhance
the efficient operation of Building or which may be required in
the future by any governmental authority, but which shall not
include capital investment items required or generated by any
specific tenant use. All such costs, including interest costs,
shall be amortized over the reasonable life of the capital
investment items, with reasonable life and amortization schedule
being determined by Landlord according to generally accepted
accounting principles, but in no event to extend beyond the
reasonable life of the Building;

(viii) Landlord's central accounting costs, annual audits (except those
costs and audits incurred for Landlord's sole benefit), and
legal fees relating to the operation of the Building, but
excluding legal fees relating to specific tenants;

(ix) A management fee to the manager of the Building, which fee shall
not exceed the normal and customary management fees charged for
managing comparable buildings in Fairfax County, Virginia.

(x) The Building's pro-rata share of office rent or rental value for
any central Building management office located in another
building located within Fair Lakes, provided that such rent or
rental value shall not increase by more than two percent (2%) in
any calendar year;

(xi) The Fair Lakes League Assessment, provided, however, that such
assessment shall be included in Operating Expenses only if and
to the extent that the item or service to which the assessment
relates would be properly includible in Operating Expenses
pursuant to this Section 6.01(b) if such item or service was
provided or performed directly by Landlord; and

(xii) Costs to implement and maintain any controls on access to the
Building parking lot which Landlord deems necessary pursuant to
Section 6.03 hereof.

(c) Notwithstanding any other provision of this Lease, operating
Expenses (as defined in Section 6.01(b) above) shall not include; and Landlord
shall be solely liable for, the following expenses:

(i) Costs of a capital nature (other than those permitted by Section
6.01(b)(7) above), including but not limited to, capital
improvements, capital repairs; capital equip-

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<PAGE> 17

ment and capital tools, all in accordance with generally
accepted accounting principles;

(ii) Repairs or other work occasioned by insured casualty or by the
exercise of eminent domain, to the extent Landlord is
reimbursed by insurance maintained by Landlord or by Tenant or
another tenant of the Building or by the condemning authority;

(iii) Leasing commissions, attorneys' fees, costs and disbursements
and other expenses incurred in connection with negotiations or
disputes with present or prospective tenants or other occupants
of the Building;

(iv) Costs incurred in improving, decorating, building-out, painting
or redecorating space for other tenants of the Building;

(v) Expenses in connection with services or other benefits of a type
which are not provided Tenant but which are provided to another
tenant of the Building;

(vi) Costs incurred due to violation by Landlord or any other tenant
of the Building of the terms and conditions of any lease of
space in the Building;

(vii) Interest or debt or amortization payments on any mortgage or
mortgages;

(viii) Payments of rent by Landlord to any ground lessor;

(ix) Landlord's general overhead not related to the operation of the
Building (but without limiting Landlord's right to seek
reimbursement as provided in Sections 6.01(b)(i), (viii), (ix)
and (x) above);

(x) Advertising and promotional expenditures with respect to the
Building;

(xi) Any costs, fines or penalties incurred due to either (i)
violations by Landlord of any governmental rule or authority or
(ii) late payments by Landlord under any service, contract, lien
or encumbrance applicable to the Building;

(xii) Wages, salaries or other compensation paid to any executive
employees above the grade of building manager;

(xiii) Rentals and other related expenses incurred in leasing
air-conditioning systems, elevators or other equipment
ordinarily considered to be of capital nature;

(xiv) Any cost or expense whatsoever arising from or related to any
clean-up of any Hazardous Materials (as defined in Section
11.02(d)), or any governmental penalty of fines associated
therewith, excepting, however, any such cost or expense
resulting from the negligent or intentional acts of Tenant;

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<PAGE> 18

(xv) The cost of excessive use of Building utilities (such as HVAC or
electricity) by other tenants of the Building, and/or utility
service by other tenants outside normal Building hours, and/or
utility service paid by tenants directly to utility companies
based on separate metering;

(xvi) Any other cost or expense which would not be considered an
operating expense under generally accepted accounting principles
consistently applied;

(xvii) Costs incurred in connection with the sale, financing,
refinancing, mortgaging or change of ownership of the Building
or the Project, including without limitation, brokerage
commissions, attorneys' and accountants' fees, closing costs,
title insurance premiums, transfer taxes and interest charges;

(xviii) Any and all loss, claim, damage, award or other amount paid or
payable by Landlord (including all attorneys, fees, court costs
and other costs incurred in connection therewith) as a result or
arising out of any act of negligence, breach of contract or
willful misconduct by the Landlord or its agents, employees or
contractors to the extent not covered by insurance;

(xix) Bad debt losses, rent losses or reserves for such losses;

(xx) Non-cash items, such as deductions for depreciation and
amortization of the Building and the Building equipment;

(xxi) Costs incurred in operating concessions such as (but not limited
to) newspaper or cigarette stands;

(xxii) Any cost representing an amount paid for services or materials
to a person, firm or entity related to Landlord or any general
partner of Landlord to the extent such amount exceeds the amount
that would be paid for such services or materials at the then
existing market rates to an unrelated person, firm or
corporation; and

(xxiii) Any capital costs associated with phasing out chlorofluorocarbon
refrigerants.

(d) If the average occupancy rate for the Building during any
calendar year (including the Base Year), is less than one hundred percent
(100%), or if any tenant is separately paying for utility or janitorial services
furnished to its premises which normally would be included in Operating Expenses
(as opposed to janitorial or utility services addressed in Section 6.01(c)(5)
and (15) and/or special utility services as are provided in Article 8 hereof),
then Operating Expenses for such calendar year shall be deemed to include all
additional expenses, as reasonably estimated by Landlord, which would have been
incurred during such calendar year if such average occupancy rate had been one
hundred percent (100%) and if Landlord paid for utility and janitorial services
furnished to such premises.

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<PAGE> 19

Section 6.02. Real Estate Taxes.

(a) Commencing on (i) January 1, 1995 with respect to the Phase I
Space and (ii) the Phase II Rent Commencement Date with respect to the Phase II
Space, and continuing thereafter throughout the Term, Tenant shall pay on a
monthly basis, without demand, as Additional Rent for the Premises, Tenant's
Proportionate Share of the amount by which Real Estate Taxes (as defined in
Section 6.02(c) hereof) exceed the Base Real Estate Taxes. Such payments shall
be made as follows:

(i) Prior to January 1, 1995 and on the first day of January of each
year during the remainder of the Term, or as soon thereafter as
practicable, Landlord shall furnish Tenant with Landlord's
reasonable estimate of the Real Estate Taxes for the forthcoming
year. On the first day of each month during such year, Tenant
shall pay 1/12th of Tenant's Proportionate Share of the
difference, if any, between the estimated Real Estate Taxes for
such year and the Base Real Estate Taxes. if for any reason
Landlord has not provided Tenant with Landlord's estimate of
Real Estate Taxes on or before the first day of January of any
year during the Term, then until the first day of the calendar
month following the month in which Tenant is given Landlord's
estimate of Real Estate Taxes, Tenant shall continue to pay to
Landlord on the first day each calendar month the monthly sum
payable by Tenant under this Section 6.02 for the month of
December of the preceding year.

(ii) Commencing on March 1, 1996 and thereafter on the first day of
March of each year during the remainder of the Term, or as soon
thereafter as reasonably practical, Landlord shall furnish to
Tenant a statement of the actual Real Estate Taxes for the
preceding year. Within thirty (30) days after the delivery of
that statement, a lump sum payment will be made by Tenant equal
to the amount, if any, by which Tenant's Proportionate Share of
the actual Real Estate Taxes exceeds the amount, if any, which
Tenant has paid toward the estimated Real Estate Taxes pursuant
to Section 6.02(a)(i) above. If Tenant's Proportionate Share of
such items is less than the amount Tenant has paid toward the
estimated Real Estate Taxes pursuant to Section 6.02(a)(i)
above, Landlord shall apply such amount to the next accruing
installments of Rent due hereunder. The foregoing
notwithstanding, Landlord shall have the right from time to time
during any year, but not more frequently then twice during any
calendar year, to notify Tenant in writing of any change in
Landlord's estimate of Real Estate Taxes for the then current
year, in which event Tenant's Proportionate Share of Real Estate
Taxes, as previously estimated, shall be adjusted to reflect the
amount shown in such notice and shall be effective, and due from
Tenant, on the first day of each month following Landlord's
giving of such notice. The effect of this Section 6.02(a) is
that Tenant will pay during each year during the Term Tenant's
Proportionate Share of the actual Real Estate Taxes in excess of
the Base Real Estate Taxes.

(b) If the Term ends on a date other than the last day of December,
the actual Real Estate Taxes for the year in which the Expiration Date occurs
shall be prorated so that Tenant

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shall pay that portion of Tenant's Proportionate Share of Real Estate Taxes for
such year represented by a fraction, the numerator of which shall be the number
of days during such fractional year falling within the Term, and the denominator
of which is 365 (or 366, in the case of a leap year). The provisions of this
Section 6.02 shall survive the Expiration Date or any sooner termination
provided for in this Lease.

(i) All real estate taxes, including general and special
assessments, if any, which are imposed upon Landlord or assessed
against the Building or the land upon which the Building is
situated;

(ii) Any other present or future taxes or governmental charges that
are imposed upon Landlord, or assessed against the Building or
the land upon which the Building is situated, including, but not
limited to, any tax levied on or measured by the rents payable
by tenants of the Building which is in the nature of, or in
substitution for, real estate taxes. Any inheritance, estate,
gift, franchise, corporation, income, or net profits tax which
may be assessed against Landlord and/or the Building shall be
excluded.

(d) Notwithstanding anything to the contrary contained in this
Section 6.02 during the Term of this tease, Landlord agrees to appeal and/or
seek other appropriate remedies in the event that Landlord determines, in its
reasonable discretion, that the Real Estate Taxes for the Building or land upon
which it is situated are excessive when compared to assessments or levies
imposed or levied upon other buildings of a similar size, age, condition and
occupancy level located in Fair Lakes. Should Landlord succeed in any challenge
to the assessment or levy, any reduction of the Real Estate Taxes, for periods
occurring during the Term, shall be passed on to the tenants in the Building by
way of a credit against or a reduction in the current year's Real Estate Taxes
used to determine Tenant's Proportionate Share of the same. Upon receiving a
notice of reassessment with respect to the Building and/or the land upon which
it is situated from Fairfax County, Landlord will furnish Tenant with a copy
thereof. Landlord shall make a determination whether or not to challenge or
appeal such reassessment based on Landlord's reasonable judgment of which course
is in the best interest of the Building. Landlord shall inform Tenant of such
determination, and shall make available appropriate personnel to discuss with
Tenant the reasons underlying such determination. In the event Landlord
initially determines not to challenge or appeal such reassessment, Landlord
agrees to consider in good faith any desire expressed by Tenant that such
reassessment be challenged or appealed; however, the final determination shall
be made by Landlord as provided above.

Section 6.03. Parking. During the Term, Tenant and its employees,
invitees, and guests shall have the right to use, in common, with the other
tenants of the Building, free of charge, the parking areas of the Building, all
on an unassigned and unreserved basis. Landlord reserves the right to promulgate
reasonable rules and regulations of general application for the use of all
parking spaces. At all times during the Term, Tenant shall be entitled to use
3.2 parking spaces in the Building's parking lot for each 1,000 square feet of
Rentable Area in the Premises. In the

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event excessive use of the parking lot by other tenants or visitors to the
Building results in a repeated unavailability of spaces for Tenant's use in the
foregoing ratio, Landlord shall implement such controls on access to and use of
the parking lot by other tenants and visitors as Landlord may deem necessary in
its reasonable discretion to prevent such excessive use.

Section 6.04. Additional Rent Defined. The term "Additional Rent" shall
include, but not be limited to (i) the fees, if any, under Section 5.07; (ii)
Tenant's Proportionate Share of Operating Expenses as calculated under Section
6.01; (iii) Tenant's Proportionate Share of Real Estate Taxes as calculated
under Section 6.02; and (iv) all other costs and expenses which Tenant assumes,
agrees or is required to pay to Landlord pursuant to this Lease. In the event of
nonpayment of Additional Rent, Landlord shall have all the rights and remedies
herein provided for in case of nonpayment of Rent.

Section 6.05. Rent Defined. The term "Rent" shall include Base Rent and
Additional Rent.

ARTICLE 7
SERVICES BY LANDLORD

Section 7.01. Services Generally. While Tenant or its Permitted
Occupants (defined in Section 18.06 of this Lease) are occupying the Premises,
Landlord shall furnish the Premises with: (i) passenger elevator service in
common with other tenants for access to and from the Premises, provided that
Landlord may reasonably limit the number of elevators to be operated at night
after normal business hours and on Saturdays, Sundays, and holidays so long as
at least one elevator is in service at all times and that Landlord may remove
elevators from service for maintenance; (ii) janitorial cleaning services Monday
through Friday (except "Holidays", which for purposes of the Lease are defined
as being New Year's Day, Lee Jackson King Day, Washington's Birthday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, Friday after Thanksgiving
Day and Christmas Day) consistent with the cleaning specifications attached
hereto as Exhibit "D"; (iii) replacement, as necessary, of all fluorescent lamps
and ballasts in the Existing Improvements light fixtures within the Premises;
and (iv) the utility services provided for in Article 8 below. If Tenant
requires services which are not specified herein Tenant may, in writing, request
Landlord to provide such services. Should Landlord elect to provide such
additional services to Tenant, Tenant will pay to Landlord, upon demand, as
Additional Rent, Landlord's reasonable charges for providing such additional
services.

Section 7.02. Interruption in Services. Failure to furnish, or any
stoppage of, the services provided for in this Article 7 and in Article 8 below
resulting from any cause will not make Landlord liable in any respect for
damages to any person, property, or business, nor be construed as an eviction of
Tenant, nor entitle Tenant to any damages because of malfunctions or any
interruptions in service. Notwithstanding the foregoing, if such malfunction or
interruption in service is due solely to the negligent act or willful omission
of Landlord or its agents, employees, contractors or representatives, and such
malfunction or interruption in service (i) continues for two (2) consecutive
business days and (ii) makes it reasonably impossible for Tenant to continue to
occupy, operate and/or use the Premises (or portion thereof), and (iii) requires
Tenant to discon-

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tinue its occupancy, operations and/or use of the Premises (or portion thereof),
then, and only in such cases, Tenant shall be entitled to an abatement of the
Rent accruing from the time of the disruption, for the portion of the Permission
which Tenant has discontinued its use, operations and/or occupancy. The
abatement shall be for the period commencing on the date of the malfunction or
interruption of services, and continuing until the date such service is
corrected or restored. Notwithstanding the foregoing, if the service has not
been corrected and restored and Tenant recommences its use, operations and/or
occupancy of a portion of the Premises in which its use, operations and/or
occupancy were discontinued because of the interruption in service, then,
Tenant's right to abate Rent applicable to the portion of the Premises
reoccupied shall terminate. In addition to the foregoing, if such malfunction or
interruption in service is caused by anything other than the negligence or
willful acts or omissions of Tenant, and such malfunction or interruption
continues for five (5) consecutive business days then Tenant shall be entitled
to an abatement of Rent with respect to any portion of the Premises that is
rendered unusable by Tenant as described above and which is not occupied by
Tenant, for the period commencing on the date of the malfunction or interruption
of services and continuing until earlier of the date such service is corrected
or restored and the date Tenant reoccupies the vacated space, provided that in
the event of an abatement of Rent Tenant shall be obligated to assign and
deliver to Landlord all proceeds it receives as a result of (i) any business
interruption insurance maintained by Tenant with respect to the Premises or (ii)
any other insurance maintained by Tenant for which Tenant receives a
reimbursement as a result of the malfunction or interruption of services. If any
such malfunction or interruption in service (not caused by the negligence or
willful acts or omissions of Tenant) continues for sixty (60) consecutive days,
then Tenant shall have the right to terminate this Lease by written notice to
Landlord given prior to the date such service is corrected or restored.

ARTICLE 8
UTILITIES

Section 8.01. Computerized Energy Management System. The Building has
been designed with a Computerized Energy Management System (the "CEMS") which
controls the heating, ventilating and air conditioning system (the "HVAC") and
electrical system for the Premises, Tenant will designate to Landlord authorized
representatives of the Tenant who will be given, through the CEMS, direct
control of the HVAC and lighting system for use after normal Building hours.

Section 8.02. Water, Heating, Ventilating and Air Conditioning.

(a) While Tenant or its subtenants or assigns permitted by this
Lease are occupying the Premises under this Lease, Landlord shall furnish Tenant
with the following utilities in the manner and to the extent customarily
provided in office buildings in the Northern Virginia area: (1) potable water at
those points of supply provided periodically for normal lavatory use by tenants
in the Building; (2) heating, ventilating, and air-conditioning in season on
business days from 7:00 a.m. to 6:00 p.m., and on Saturdays from 8:00 a.m. to
1:00 p.m. (except Holidays) consistent with the HVAC specifications attached
hereto as Exhibit "E"; and (3) electric lighting

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for public areas and special service areas of the Building. If Tenant requires
air-conditioning or heating outside the hours and days specified above, the
additional service may be requested by use of the CEMS and Tenant will pay for
such services based on measurement from the CEMS at the actual cost incurred by
Landlord therefor. The after-hours cost, as of the Commencement Date of this
Lease, shall be $40.00 per hour per floor which is subject thereafter to change
as actual costs increase.

(b) Except as set forth in Article 7 hereof, Landlord shall not be
liable for its failure to maintain comfortable atmospheric conditions in all or
any portion of the Premises due to heat generated by any equipment or machinery
installed by Tenant (with or without Landlord's consent) that exceeds generally
accepted engineering design practices for normal modern office purposes. If
Tenant desires additional cooling to offset excessive heat generated by such
equipment or machinery, Landlord will have the right to require Tenant to
install supplemental air conditioning units in the Premises, and the full cost
thereof, including the cost of installation of unit(s) and meter(s), operation,
use, and maintenance will be paid by Tenant.

Section 8.03. Electricity.

(a) While Tenant or its subtenants or assigns permitted by this
Lease are occupying the Premises, Landlord will furnish sufficient power for
lighting and for typewriters, word processors, calculating machines, copying
machines, personal computers and other modern office equipment. Tenant will not
install or operate in the Premises any heavy duty electrical equipment or
machinery without first obtaining prior written consent of Landlord, which
consent shall not be unreasonably withheld or delayed. Landlord may require, as
a condition of its consent, for the installation of such equipment or machinery,
payment by Tenant as additional rent for excess consumption of electricity that
may be occasioned by the operation of said equipment or machinery. Landlord may
make periodic inspections of the Premises at reasonable times to determine that
Tenant's electrically operated equipment and machinery complies with the
provisions of this Article 8.

(b) If the measurements from the CEMS reveals Tenant's use of
electricity in the Premises exceeds a reasonable level of consumption for a
modern business office, then Tenant agrees to pay Landlord (or the utility
company if direct service is provided by such company) promptly upon demand
therefor, for all such excessive electric consumption and demand as shown by the
CEMS at the rates charged for such service by the local public utility company.
For Tenant's information, provisions similar to this subparagraph are and will
be contained in all leases for the Building.

Section 8.04. Tenant's Security Regulations. It is acknowledged that
Tenant's use of the Premises may require security systems in addition to those
provided pursuant to Section 8.05. Tenant shall have the right, at its sole cost
and expense, to install in the Premises additional locks or other security
access systems. Upon the Expiration Date, Tenant shall remove such additional
locks and security systems and restore the affected portions of the Premises as
required by this Lease.

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<PAGE> 24

Landlord agrees that, notwithstanding anything to the contrary contained
in this Lease, except in emergency situations, Landlord's access to the Premises
will be upon reasonable prior notice to Tenant and subject to Tenant's rules and
regulations related to security. Landlord and Tenant agree to cooperate with
each other so as to establish a mutually acceptable system so as to permit
Landlord to provide janitorial and other services to the Premises in a manner
consistent with Tenant's security concerns.

Section 8.05. Building Security System. The Building has been
constructed with a card access computerized security system which limits access
to the Building after normal Building hours. Tenant will designate in writing to
Landlord those employees of the Tenant who will be given access to the Building
after hours. Landlord will have no liability to Tenant in the event of any loss
or damage to the Premises resulting from the entry by Tenant's employees into
the Premises and/or Building after normal Building hours.

ARTICLE 9
USE

The Premises shall be used solely for general office purposes and for no
other purpose. Tenant agrees to use and maintain the Premises in a clean,
careful, safe, lawful, and proper manner.

ARTICLE 10
COMPLIANCE WITH LAWS

(a) Except as set forth in subparagraph (b) of this Article or
otherwise to the contrary contained in this Lease, Tenant shall, at its sole
expense, promptly and faithfully (i) comply with all present and future laws,
ordinance, orders, rules, regulations, and requirements of every governmental
authority having jurisdiction over the Premises (including, but not limiting
the generality of the foregoing Americans with Disabilities Act 42 USC Section
12101 et seq. (the "ADA")) to the extent applicable to the Premises or Tenant's
particular use of the Premises; (ii) comply with any direction made pursuant to
law by any public officers which requires abatement of any nuisance or imposes
upon Landlord or Tenant any duty or obligation arising from Tenant's occupancy
or use of the Premises or from conditions which have been created by or at the
insistence of Tenant, (iii) comply with the requirements of the local board of
fire underwriters, or any body exercising similar functions with respect to the
construction, care and safety, maintenance and operation of the Premises to the
extent applicable to the Premises or Tenant's use of the Premises; and (iv)
indemnify Landlord and hold Landlord harmless from any loss, cost, claim, or
expense which Landlord may incur or suffer by reason of Tenant's failure to
comply with its obligations under clauses (ii), or (iii) above, so long as such
failure is not due to (i) the acts or omission or negligence of Landlord or its
employees, agents, contractors, servants and licensees or (ii) a default by
Landlord hereunder.

(b) Except as set forth in subparagraph (a) of this Article or
otherwise assumed by Tenant pursuant to this Lease, Landlord shall promptly and
faithfully (i) comply with all present and future laws, ordinances, orders,
rules, regulations and requirements of every governmental

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<PAGE> 25

authority having jurisdiction over the Building (including, but not limiting the
generality of the foregoing, the items maintained by Landlord pursuant to
Section 14.02 hereof); (ii) comply with any direction made pursuant to law by
and public officers which require abatement of any nuisance which imposes upon
Landlord or Tenant any duty or obligation arising from Landlord's operation or
maintenance of the Building or from conditions which have been created by or at
the insistence of Landlord; (iii) comply with the requirements of the local
board of fire underwriters, or any body exercising similar functions with
respect to the construction, care and safety, maintenance and operation for the
Building; and (iv) indemnify Tenant and hold Tenant harmless from any loss,
cost, claim, or expense which Tenant may incur or suffer by reason of Landlord's
failure to comply with its obligations under clauses (i), (ii), or (iii) above,
so long as such failure is not due to (i) the acts or omissions or negligence of
Tenant or its employees, agents, contractors, servants and licensees; or (ii) a
Default by Tenant hereunder.

(c) Landlord represents that as of the date hereof and as of the
Commencement Date, the Building complies with all applicable laws, ordinances,
orders, rules and regulations and requirements of every governmental authority
having jurisdiction over the Building, except as it pertains to the ADA.
Landlord, as of the date of this Lease, is currently implementing a program to
remove barriers in the common areas of the Building as required by the ADA and
shall complete the same at its sole cost and expense. A copy of Landlord's
barrier removal program is attached as Exhibit "F".

(d) If either party receives notice of any such direction or of
violation of any such law, order, ordinance, or regulation, the party receiving
such notice shall promptly notify the other thereof.

ARTICLE 11
OBSERVANCE OF BUILDING'S RULES
AND REGULATIONS; HAZARDOUS MATERIALS

Section 11.01. Rules and Regulations. Tenant and its servants,
employees, agents, visitors, and licensees shall observe faithfully and comply
strictly with the Rules and Regulations attached to this Lease as Exhibit "G".
Landlord shall at all times have the right to make reasonable changes in and
additions to such Rules and Regulations; provided such changes in existing or
new rules and regulations do not materially interfere with the lawful conduct of
Tenant's business in the Premises. Any failure by Landlord to enforce any of the
Rules and Regulations now or hereafter in effect, either against Tenant or any
other tenant in the Building, shall not constitute a waiver of any such Rules
and Regulations. Landlord shall not be liable to Tenant for the failure or
refusal by any other tenant, guest, invitee, visitor, or occupant of the
Building to comply with any of the Rules and Regulations. Landlord shall,
however, enforce the Rules and Regulations in a nondiscriminatory manner in what
Landlord reasonably determines, in its reasonable discretion, to be in the best
interests of the Building and its tenants. If there is any inconsistency between
this Lease and the Rules and Regulations set forth in Exhibit "G" hereto, this
Lease shall govern.

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<PAGE> 26

Section 11.02. Hazardous Materials.

(a) Except for those materials that are necessary in the normal
course of Tenant's business activities associated with the use of the Premises
permitted by this Lease, Tenant, its agents, employees, contractors or invites
shall not (i) cause or permit any Hazardous Materials (hereinafter defined) to
be brought upon, stored, used or disposed on, in or about the Premises and/or
the Building, or (ii) permit the release, discharge, spill or emission of any
substance considered to be a Hazardous Material from the Premises.

(b) Any Hazardous Materials permitted by subparagraph (a), all
containers therefor, and all materials that have been contaminated by Hazardous
Materials shall be used, kept, stored and disposed of by Tenant in a manner that
shall in all respects comply with all applicable federal, state and local laws,
ordinances, regulations and standards.

(c) Tenant hereby agrees that it is and shall be fully responsible
for all costs, expenses, damages or liabilities (including, but not limited to
those incurred by Landlord and/or its mortgagee) which may occur from the use,
storage, disposal, release, spill, discharge or emissions of Hazardous Materials
by Tenant whether or not the same may be permitted by this Lease. Tenant shall
defend, indemnify and hold harmless Landlord, its mortgagee and its agents from
and against any claims, demands, administrative orders, judicial orders,
penalties, fines, liabilities, settlements, damages, costs or expenses
(including, without limitation, reasonable attorney and consultant fees, court
costs and litigation expenses) of whatever kind or nature, known or unknown,
contingent or otherwise, arising out of or in any way related to the use,
storage, disposal, release, discharge, spill or emission of any Hazardous
Material by Tenant, its agents, employees, contractors or invites. The
provisions of this Section shall be in addition to any other obligations and
liabilities Tenant may have to Landlord at law or in equity and shall survive
the transactions contemplated herein or any termination of this Lease.

(d) As used in this Lease, the term "Hazardous Materials" shall
include, without limitation:

(i) Those substances included within the definitions of "hazardous
substances", "hazardous materials," toxic substances," or "solid
waste" in the Comprehensive Environmental Response Compensation
and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.), as
amended by Superfund Amendments and Reauthorization Act of 1986,
the Resource Conservation and Recovery Act of 1976, and the
Hazardous Materials Transportation Act, and in the regulations
promulgated pursuant to said laws, all as amended;

(ii) Those substances listed in the United States Department of
Transportation Table (49 CFR 172.101 and amendments thereto) or
by the Environmental Protection Agency (of any successor agency)
as hazardous substances (40 CFR Part 302 and amendments
thereto);

(iii) Any material, waste or substance which is (A) petroleum, (B)
asbestos, (C) polychorinated biphenyls, (D) designated as a
"hazardous substance" pursuant to Sec-

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<PAGE> 27

tion 311 of the Clean Water Act, 33 U.S.C. Section 1251 et seq.
(33 U.S.C. Section 1321) or listed pursuant to Section of the
Clean Water Act (33 U.S.CD. Section 1317); (E) flammable
explosives; or (F) radioactive materials;

(iv) Those substances regulated pursuant to or identified in the
Virginia Pesticide Law; Air Pollution Control Board; Virginia
Waste Management Act; Environmental Health Service;
Transportation of Hazardous Radioactive Materials; Virginia
Hazardous Materials Emergency Response Program; State Water
Control Law; The Groundwater Act of 1973; and Miscellaneous
Offenses; and in the regulations promulgated pursuant to said
laws, all as amended; and

(v) Such other substances, materials and wastes which are or become
regulated as hazardous or toxic under applicable local, state or
federal law, or the United States government, or which are
classified as hazardous or toxic under federal, state, or local
laws or regulations.

(e) Landlord represents and warrants that as of the date of this
Lease it has not received any notice that there are Hazardous Materials in the
Building; or that the Building violates any applicable law pertaining to
Hazardous Materials.

ARTICLE 12
ALTERATIONS

Section 12.01. Approval of Landlord. After the initial Leasehold
Improvements are completed, Tenant shall not, at any time during the Term,
without Landlord's prior written consent, make any Alterations (hereinafter
defined) to the Premises. Should Tenant desire any Alterations, Tenant agrees to
submit all plans and specifications for same to Landlord for Landlord's written
approval, before beginning such work and Landlord's approval shall not be
unreasonably withheld, conditioned or delayed. Provided Tenant has supplied
Landlord with information and plans for the Alterations which reasonably details
the nature and scope of the same, Landlord's failure to respond to Tenant's
request for approval within ten (10) business days after receipt of the
information, plans and request for approval, shall be deemed to be Landlord's
approval of the same. Landlord shall not be considered as unreasonably
withholding its approval by refusing to consent to any Alterations which alter
the exterior appearance of the Building, or the public lobbies, corridors, or
common areas thereof; which will or are likely to cause any weakening of any
part of the structure of the Premises or Building or which may cause damage or
disruption to any Building system and such damage or disruption is not repaired
as part of the Alterations. Upon Tenant's receipt of Landlord's written
approval, Tenant may proceed with the construction of the approved Alterations,
but only so long as they are in substantial compliance with the plans any
specifications approved by Landlord and provisions of this Article 12.
Additionally, the construction of any alterations, (regardless of whether or not
Landlord's prior approval of the work is required by this Lease) the alterations
themselves, or any maintenance thereof shall comply with all building, safety,
fire, plumbing, electrical and other codes and governmental and insurance
requirements, and shall not require an amount of water, electricity, gas, heat,
ventilation, or air-conditioning which exceeds reasonable level of consumption
for a mod-

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<PAGE> 28

ern business office unless prior written arrangements reasonably satisfactory to
Landlord are made with respect thereto. All alterations shall be made at
Tenant's expense, either by Tenant's contractors which have been approved in
advance by Landlord or, at Tenant's option, by Landlord's contractors on terms
reasonably satisfactory to Tenant. In the event Landlord actually constructs the
alterations or is retained by Tenant to supervise or manage the construction by
contractors selected by Tenant and approved by Landlord, then Tenant shall pay
to Landlord a fee equal to ten percent (10k) of the actual costs of such work,
such fee to cover Landlord's overhead related to the work, including, but not
limited to, Landlord's review of the plans and specifications, coordination of
the work, consultation with professionals regarding the work, and general
administration allocable to the work. The foregoing fee will not be charged in
circumstances where Landlord has merely approved the Alterations. All such
construction shall be completed promptly and in a good and workmanlike manner
and shall be performed in compliance with Article 13 hereof.

As used in this Lease, the term Alterations refers to work performed
after the completion of the initial Leasehold Improvements which would
reasonably be considered major construction, renovations or changes to the
Premises, having a material impact on the appearance of the Premises to other
portions of the Building, or would otherwise have a material impact (structural,
mechanical, operational or otherwise) upon the Building, and/or the total cost
of the construction renovations or changes is more than $75,000.00. Alterations
do not include, by way of example, the hanging of pictures, the movement of
furniture and flexible space walls or partitions, or the painting of the
interior of the Premises. Prior to commencing any alterations, Tenant will
coordinate with Landlord so as to schedule the movement of men, material and
equipment through the Building's common areas in a manner which does not
unreasonably interrupt the normal Building operations and the use and enjoyment
of the Building by other tenants therein.

Section 12.02. Ownership of Improvements to Premises. All Existing
Improvements and improvements to the Premises constructed by Tenant and paid for
by Tenant from funds supplied by Landlord either in the form of allowances or
credits shall be and remain the Landlord's property, and shall not be removed
from the Premises. Tenant shall have the right, upon expiration of the Term, to
remove, at Tenant's expense, all alterations to the Premises (other than the
Existing Improvements and the improvements or alterations paid by allowances
granted by Landlord); specialized trade fixtures or other systems or items
installed by Tenant pursuant to Article 12 hereof, and; movable trade fixtures.
Tenant agrees to remove, at Tenant's expense all of its furnishings, furniture
and movable personal property by the Expiration Date. Tenant will promptly
restore any damage to the Premises or Building caused by its removal of its
property.

ARTICLE 13
LIENS

Tenant shall promptly pay when due the entire cost of any work done on
the Premises by Tenant, its agents, employees, or independent contractors.
Tenant shall keep the Premises and the Building free from any liens arising from
any work performed, materials furnished, or obligations incurred by or at the
request of Tenant, its agents, employees or independent contractors. if any lien
is filed against the Premises, the Building or Tenant's leasehold interest
therein, which

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<PAGE> 29

arises out of any purported act or agreement of Tenant, Tenant shall discharge
same within thirty (30) days after its filing by either paying off the same or
depositing with a title company acceptable to Landlord (in its reasonable
discretion) such bond or other undertaking sufficient to stay any action to
foreclose the lien. If Tenant fails to discharge such lien or post a bond
securing the payment and discharge of the lien within such period, then, in
addition to any other right or remedy of Landlord, Landlord may, at its
election, discharge the lien by paying the amount claimed to be due, or by
depositing with a court or a title company, or by bonding, the amount claimed to
be due. Tenant shall pay on demand, as Additional Rent, any amount paid by
Landlord for the discharge or satisfaction of any such lien, and all attorney's
fees and other costs and expenses of Landlord reasonably incurred in defending
any such action or in obtaining the discharge of such lien, together with all
necessary disbursements in connection therewith. In the event Tenant posts a
bond to secure payment of a lien, such action does not relieve Tenant of its
obligation to discharge the lien prior to its foreclosure. Further, Landlord
reserves the right to draw upon any bond posted by Tenant to pay any lien if
Landlord, in its reasonable discretion, determines it is necessary to discharge
the same.

ARTICLE 14
REPAIRS

Section 14.01. Tenant's Obligations. Tenant shall keep the Premises and
every part thereof in good condition and repair at all times during the Term and
at Tenant's sole cost and expense, normal wear and tear excepted. At the end of
the Term, Tenant shall surrender to Landlord the Premises and all alterations,
additions, and improvements thereto in the same condition as when received,
subject to the provisions of Section 12.02 and Article 20 hereof. Landlord shall
give Tenant five (8) business days notice to commence to make repairs. If Tenant
fails to commence to make such repairs within such time period, Landlord, at its
option, may make such repairs, and Tenant shall pay Landlord on demand
Landlord's actual costs in making such repairs plus a fee of ten percent (10W)
to cover Landlord's overhead, all to constitute Additional Rent. Landlord has no
obligation and has made no promise to alter, remodel, improve, repair, decorate,
or paint the Premises or any part thereof, except as specifically set forth in
this Lease. No representations respecting the condition of the Premises or the
Building have been made by Landlord to Tenant except as specifically herein set
forth.

Section 14.02. Landlord's Obligations. Subject to the other provisions
of this Lease imposing obligations in this respect upon Tenant, and subject to
the provisions of Articles 16 and 17 hereof, Landlord shall, at its sole cost
and expense (but, subject, where applicable, to inclusion as part of the
Operating Expenses), repair, replace, and maintain:

(i) All common areas of the Building, including without limitation,
the sidewalks, driveways, service areas and parking areas;

(ii) The exterior and structure of the Building and the Premises,
including without limitation, the roof (including flashings and
water tightness of the Building), walls (including caulking),
floors and foundations and the landscaping for the Building;

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<PAGE> 30

(iii) The Building systems, including without limitation, heating,
ventilating, air conditioning and sprinkler systems; and

(iv) The Building water, sewerage, gas, electrical, life safety
systems, plumbing systems and other lines, pipes and conduits
within the Building and the Premises.

ARTICLE 15
INSURANCE

Section 15.01. Tenant's Insurance. Tenant, at its sole expense, shall
obtain and keep in force the, following insurance:

(a) Comprehensive public liability insurance coverage on an
"occurrence basis" against claims for personal injury, including, without
limitation, bodily injury, death, and broad form property damage, in limits not
less than $5,000,000 inclusive. All such insurance policies shall name Tenant as
the named insured thereunder and shall name Landlord and Landlord's mortgagees
as additional insureds thereunder, all as their respective interests may appear.

(b) Worker's Compensation and Employer's Liability insurance, with a
waiver of subrogation endorsement, in form and amount satisfactory to Landlord.

(c) All Risk Insurance insuring all personal property of Tenant (its
agents, employees, contractors, subtenants and permittees) located in the
Premises, including furniture, equipment fittings, installations, supplies and
any other personal property and Alterations ("Tenant's Property"), in an amount
equal to the full replacement value, it being understood that no lack or
inadequacy of insurance by Tenant shall in any event make Landlord subject to
any claim by virtue of any theft or loss or damage to any uninsured or
inadequately insured property; and

(d) During the course of construction of work, should any work be
performed by Tenant pursuant to Exhibit "B" or for any alterations by Tenant
until completion thereof: Builder's Risk Insurance on an "all risk" basis
(including collapse) on a completed value (nonreporting) form for full
replacement value covering all work incorporated in the Building and all
materials and equipment in or about the Premises.

All policies shall be issued by companies having a Best's rating of at
least A:XII and shall be in amounts and in form satisfactory from time to time
to Landlord and Landlord's mortgagees. All policies shall contain an endorsement
or agreement by the insurer that, as to Landlord's interest, any loss shall be
payable in accordance with the terms of such policy notwithstanding any act or
negligence of Tenant which might otherwise result in forfeiture of said
insurance. Tenant will deliver certificates of insurance evidencing each policy
to Landlord as soon as practicable after the placing of the required insurance,
but not later than ten (10) days prior to the date Tenant takes possession of
all or any part of the Premises. All policies shall contain an undertaking by
the insurers to notify Landlord and Landlord's mortgagees in writing, by
Registered or Certified U.S. Mail, return receipt requested, not less than
thirty (30) days before any material change., reduction in the scope or limits
of coverage, cancellation, or other termination thereof.

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<PAGE> 31

Landlord reserves the right, not more often than once every year, to
periodically review the insurance coverages required by this Section 15.01 and
to revise such requirements to reflect insurance industry practices or require
other forms or amounts of insurance as may be reasonably required to reflect
changes in insurance industry practices.

Section 15.02. Insurance Rating. Tenant will not keep, use, sell, or
offer for sale in, or upon, the Premises any article which may be prohibited by
any insurance policy periodically in force covering the building and the
Leasehold Improvements. If Tenant's occupancy or business in, or on, the
Premises, whether or not Landlord has consented to the same, results in any
increase in premiums for the insurance periodically carried by Landlord with
respect to the Building or the Leasehold Improvements, Tenant shall pay any such
increase in premiums as Additional Rent within ten (10) days after being billed
therefor by Landlord.

If any of Landlord's insurance policies shall be canceled or
cancellation shall be threatened or the coverage thereunder reduced or
threatened to be reduced in any way because of the use of the Premises or any
part thereof by Tenant or any assignee or sub-tenant of Tenant or by anyone
Tenant permits on the Premises and, if Tenant fails to remedy the condition
giving rise to such cancellation, threatened cancellation, reduction of
coverage, or threatened reduction of coverage within 48 hours after notice
thereof, Landlord may enter upon the Premises and attempt to remedy such
condition, and Tenant shall promptly pay the cost thereof to Landlord as
Additional Rent. Landlord shall not be liable for any damage or injury caused to
any property of Tenant or of others located on the Premises resulting from such
entry. If Landlord is unable or elects not to remedy such condition, then
Landlord shall have all of the remedies provided for in this Lease in the event
of a Default by Tenant. Notwithstanding the foregoing provisions of this
Section, if Tenant fails to remedy as aforesaid, Tenant shall be in Default of
its obligations hereunder and Landlord shall have no obligation to remedy such
Default.

Section 15.03. Waiver of Subrogation. All policies covering real or
personal property which either party obtains affecting the Premises shall
include a clause or endorsement denying the insurer any rights of subrogation
against the other party to the extent rights have been waived by the insured
before the occurrence of injury or loss, if same are obtainable. Landlord and
Tenant waive any rights of recovery against the other for injury or loss due to
hazards covered by policies of insurance containing such a waiver or subrogation
clause or endorsement to the extent of the injury or loss covered thereby.

Section 15.04. Landlord Insurance. Landlord, as part of the Operating
Expenses, shall obtain and keep in force the following insurance:

(a) Comprehensive public liability insurance coverage on an
"occurrence basis" against claims in or about the Building (other than the
Premises) for personal injury, including without limitation, bodily injury,
death and broad form property damage, in limits not less than $5,000,000
inclusive;

(b) Workmen's Compensation and Employer's Liability Insurance;

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<PAGE> 32

(c) All Risk Insurance insuring the Landlord's interest in the
Building, all Leasehold Improvements in the Premises constructed by Tenant using
funds supplied by Landlord (specifically excluding, Tenant's personal property
and all improvements in the Premises erected by Tenant using its own funds which
under Virginia law are considered fixtures (the "Fixtures")) in a form
satisfactory to Landlord and in an amount equal to the full replacement value of
the Landlord's insurable interest in the Building; and

(d) Any other form or forms of insurance as Landlord, or Landlord's
mortgagees may reasonably require from time to time in form, in amounts, and for
insurance risks against which a prudent Landlord of a comparable size and in a
comparable business would protect itself.

Section 15.05. Self Insurance and Blanket Insurance. Landlord and Tenant
shall have the right to satisfy its obligations under this Article through the
use of self-insurance and blanket insurance programs so long as the coverages,
and limits otherwise satisfy this Article. Tenant's rights under this Section
15.04 are personal to the Tenant named herein and its Parent or Affiliates (as
hereinafter defined).

ARTICLE 16
DAMAGE BY FIRE OR OTHER CASUALTY

Section 16.01. Termination Rights Due to Damage or Destruction to the
Premises.

(a) Landlord and Tenant shall each immediately notify the other of
any damage to the Building which affects the Premises.

(b) If all or any portion of the Premises are damaged and destroyed
(such area being hereinafter referred to as the "Damaged Area"), Landlord shall
cause Landlord's architect for the Building (the "Building Architect"), to
inspect the Premises. Within thirty (30) days after the damage and destruction,
the Building Architect shall complete its inspection and notify Landlord and
Tenant, in writing, of its findings (the "Damage Report").

(c) Should the Building Architect, in the exercise of its reasonable
objective opinion, determine in the Damage Report that the Damaged Area can be
rebuilt but either (i) the reconstruction can not be completed and the Damaged
Area made fit for Tenant's purposes within one hundred (100) days after the
damage or destruction, or (ii) when rebuilt, the Damaged Area cannot be
reasonably occupied or used for the continued operation of the Tenant's
business, then, in either case, Tenant shall have the right, at its sole option,
to terminate this Lease as it pertains to the Damaged Area. In such case, Tenant
may exercise its right to terminate this Lease by giving written notice to
Landlord, within sixty (60) days after receipt of the Damage Report.

(d) Should the Damage Report reveal that the provisions of
subparagraph (c) of this Section do not apply and the Damaged Area can be
rebuilt and made fit for Tenant's continued use, but the proceeds of the
insurance which Tenant is required to maintain under Section 15.01(c) that was
intended to cover the Tenant's Property, are insufficient to repair or restore
the damage or destruction, then Landlord and Tenant will each have a right to
terminate this Lease as it pertains to the Damaged Area. In such case, Landlord
or Tenant may exercise their respective

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<PAGE> 33

right to terminate as to the Damaged Area, by giving notice to the other, within
sixty (60) days after receipt of the Damage Report.

Section 16.02. Damage to the Building.

(a) If the Building or any portion thereof (excluding the Premises)
is damaged or destroyed by any cause whatsoever, to the extent that in
Landlord's reasonable judgment, it would not be economically feasible to repair
or restore such damage or destruction, Landlord may, at its option, terminate
this Lease by giving Tenant notice of such termination within sixty (60) days
after such damage or destruction.

(b) Provided the provisions of subparagraph (a) are not applicable
the Building Architect will notify Landlord and Tenant, if, in the Building
Architect's reasonable objective judgment, the damage or destruction to the
Building I cannot be repaired or restored within three hundred sixty (360) days
after such damage or destruction. Landlord or Tenant shall have the right, at
the option of either party, to terminate this Lease. In such case, Landlord or
Tenant may exercise their respective right to terminate this Lease by giving
written notice to the other, within sixty (60) days after receipt of the
Building Architect's notification and thereupon the provisions of Section 16.06
hereof shall apply.

(c) If any portion of the Building (excluding the Premises) is
damaged or destroyed by any cause whatsoever to the extent that the Building
Architect determines that such damage makes it reasonably impossible for Tenant
to continue to use or occupy the Premises, then either Landlord or Tenant shall
have the right, at the option of either party, to terminate this Lease as to the
portion of the Premises affected by such damage or destruction by giving the
other, within sixty (60) days after such damage or destruction, written notice
of termination, and thereupon Rent and any other payments for which Tenant is
liable under this Lease for the portion of the Premises affected shall be
apportioned and paid to the date of such damage, and Tenant shall immediately
vacate the affected portion of the Premises; provided, however, that those
provisions of this Lease which are designated to cover matters of termination
and the period thereafter shall survive the termination hereof.

Section 16.03. Partial Damage. In the event of partial destruction or
damage to the Building or the Premises which does not result in a complete
termination of this Lease pursuant to Sections 16.01 and 16.02 hereof, this
Lease shall not terminate and Rent shall be abated in proportion to the area of
the Premises which, in the Building's Architect's reasonable objective opinion,
cannot be used or occupied by Tenant as a result of such casualty. Landlord
shall in such event, within a reasonable time after the date of such destruction
or damage, restore the Premises to as near the same condition as existed prior
to such partial damage or destruction, provided that Tenant shall be responsible
for restoring its personal property. Upon such reconstruction, the Rentable Area
of the Premises will be recomputed and Tenant's Proportionate Share adjusted
accordingly.

Section 16.04. Damage During Last Year of Term. If the Building or the
Premises or any substantial portion thereof is destroyed by fire or other causes
at any time during the last year of the Term, then either Landlord or Tenant
shall have the right, at the option of either party, to

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terminate this Lease by giving written notice to the other within sixty (60)
days after the date of such destruction, and Tenant shall immediately vacate the
Premises and, upon Tenant's vacation of the Premises, this Lease shall
terminate.

Section 16.05. No Landlord Liability. Landlord shall have no
responsibility to restore the Tenant's personal property, except as specifically
provided in Sections 16.01(d) and 16.03. Landlord shall have no liability to
Tenant for inconvenience, loss of business, or annoyance arising from any repair
of any portion of the Premises or the Building. If Landlord is required by this
Lease or by any lender or lessor of Landlord to repair or if Landlord undertakes
to repair, Tenant shall pay to Landlord that amount of Tenant's insurance
proceeds which insures such damage as a contribution towards such repair, and
Landlord shall use reasonable efforts to have such repairs made promptly and in
a manner which will not unnecessarily interfere with Tenant's use and occupancy.
Notwithstanding the foregoing, if such repairs continue for two (2) consecutive
days and make it reasonably impossible for Tenant to continue to occupy, operate
and/or use the Premises, Tenant shall be entitled an abatement of Rent payable
at the time of such disruption for the portion of the Premises affected by the
repairs for the period commencing on the date of the interruption caused by the
repairs, and continuing until the earlier of (i) the date such repair is
completed, or (ii) the date such disruption ceases. However, should Tenant
recommence its use, occupancy and/or operations in any part of the Premises
which was affected by the repairs, notwithstanding the fact that the repairs may
not have been completed, Tenant's right to abate Rent for the reoccupied portion
of the Premises will terminate.

Section 16.06. Apportionment of Rent. In the event of termination of
this Lease pursuant to Section 16.01, then all Rent shall be apportioned and
paid to the date on which possession is relinquished or the date of such damage,
whichever last occurs, and Tenant shall immediately vacate the Premises
according to such notice of termination and upon such vacation, the Lease will
terminate as to the portion of the Premises affected thereby.

ARTICLE 17
CONDEMNATION

Section 17.01. Entire Building. In the event that the whole or
substantially the whole of the Building and/or the Premises are taken or
condemned for any public purpose, this Lease and the leasehold estate created
hereby shall cease and terminate as of the date of such taking.

Section 17.02. Partial Takings Affecting the Premises.

(a) In the event that either (i) a portion, but less than
substantially the whole, of the Premises should be taken or condemned for any
public purpose, and the remainder of the Premises cannot be reasonably used for
the continued operation of Tenant's business or (ii) a portion, but not all, of
the Building is taken and such taking makes it reasonably impossible for Tenant
to continue to occupy, operate and/or use the Premises, then in either event,
either party may terminate this Lease by written notice to the other given
within thirty (30) days of such taking and then this Lease shall be terminated
as of the date of such taking.

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(b) For all circumstances not addressed in Sections 17.01 and
17.02(a), in the event of a partial taking of the Premises, this Lease shall be
terminated as of the date of such taking as to the portion of the Premises so
taken or affected by such taking, and, this Lease shall remain in full force and
effect as to the remainder of the Premises. In such event, the Rent will be
diminished by an amount representing the part of such amounts properly
applicable to the portion of the Premises so taken. Further, in such event
Tenant's Proportionate Share shall be recomputed based upon the remaining
Rentable Area in the Premises and in the Building.

Section 17.03. Termination of Lease. In the event of the termination of
this Lease pursuant to the provisions of this Article 17, this Lease and the
Term and the estate hereby granted shall expire as of the date of such
termination in the same manner and with the same effect as if that were the date
set for the normal expiration of the Term of this Lease, and the Rent shall be
apportioned as of such date.

Section 17.04. Landlord's Right to Award. All awards, damages, and other
compensation paid by the condemning authority on account of such taking or
condemnation (or sale under threat of such a taking) shall belong to Landlord,
and Tenant hereby assigns to Landlord all rights to such awards, damages and
compensation. Tenant agrees not to make any claim against Landlord or the
condemning authority for any portion of such award or compensation attributable
to damages to the Premises, the value of the unexpired term of this Lease, the
loss of profits or goodwill, Leasehold Improvements paid by Tenant by the use of
the Tenant Allowance or severance damages. Nothing contained herein, however,
shall prevent Tenant from pursuing a separate claim against the condemning
authority for the value of Leasehold Improvements paid by Tenant from funds
other than the Tenant Allowance, Alterations paid by Tenant, furnishings,
equipment, and trade fixtures installed in the Premises at Tenant's expense and
for relocation expenses.

ARTICLE 18
ASSIGNMENT AND SUBLETTING

Section 18.01. Permitting Subletting of the Premises.

(a) Tenant shall have the right to sublet the Premises without the
prior consent of Landlord so long as

(i) the sublease has provisions which satisfy Section 18.03 hereof;

(ii) the entity, organization or individual to which the space is
sublet satisfies the requirements of Section 18.02(b)(ii) and
(iii) hereof; and

(iii) the total Rentable Area of the Premises occupied by Tenant or
its Permitted Occupants is not less than 50% of the Rentable
Area demised by this Lease.

(b) In the event of a sublease, Tenant shall submit to Landlord
evidence that the provisions of Section 18.01(a) have been satisfied. Should the
sublease result in a violation of the

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provisions of Section 18.01(a) then such sublease shall be subject to the
provisions of Section 18.02 hereof.

(c) Notwithstanding the foregoing or the provisions of Section 18.02
hereof, the Premises or any part thereof shall not be publicly advertised in
newspapers or other mass media for subletting at a rental rate less than the
rental rate being sought by Landlord for space in the Building (provided that
Landlord shall, within ten (10) days after Tenant so requests, have informed
Tenant of the rental rate being sought by Landlord for such space), and all
advertisements (in newspapers or other mass media) of the Premises or any
portion thereof for subletting shall not include the name of the Building
(without Landlord's prior written consent which will not be unreasonably
withheld). The foregoing, however, shall not be deemed to prohibit Tenant from
negotiating or consummating a sublease at a lower rental rate.

Section 18.02. Rights of Tenant.

(a) Except as permitted by Sections 18.01(a) and 18.06 hereof,
Tenant may not sell, assign, transfer, or hypothecate this Lease or any interest
herein (either voluntarily or by operation of law, and including, if Tenant is a
corporation or partnership, the sale or transfer of a controlling interest in
Tenant), or sublet the Premises or any part hereof without the prior written
consent of Landlord, which shall not be unreasonably withheld, conditioned or
delayed. If Tenant should desire to assign this Lease or sublet the Premises (or
any part thereof), Tenant shall give Landlord written notice at least fifteen
(15) days in advance of the date on which Tenant desires to make such assignment
or sublease. Landlord shall then have a period of ten (10) days following
receipt of such notice within which to notify Tenant in writing that landlord
elects:

(i) to permit Tenant to assign or sublet such space, subject,
however, to the subsequent written approval by Landlord of the
instrument of assignment or sublease as to form and substance;
or

(ii) to refuse, in Landlord's reasonable discretion, to consent to
Tenant's assignment or subleasing of such space and to continue
this Lease in full force and effect as to the entire Premises.
If Landlord should fail to notify Tenant in writing of such
election within such ten (10) day period, Landlord shall be
deemed to have elected option (i) above.

Except as may be otherwise expressly set forth to the contrary in
Landlord's consent to the assignment, no assignment by Tenant shall relieve
Tenant of Tenant's obligations under this Lease. Any attempted assignment or
sublease by Tenant which is not permitted by Section 18.01 and 18.06 hereof and
is in violation of the terms and provisions of this Section shall be void.

(b) Landlord's consent under this Section 18.02(a) to an assignment
or sublease will not be withheld provided all of the following conditions have
been satisfied:

(i) if a sublease, the sublease has provisions which satisfy Section
18.03 hereof;

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(ii) if an assignment, (a) the assignee shall agree, in a written
agreement satisfactory to Landlord, to assume and abide by all
of the terms and provisions of this Lease (but without liability
to matters arising prior to the date of the assignment); and (b)
the assignee has submitted a current financial statement
reasonably acceptable to Landlord, showing a net worth and
working capital in amounts reasonably determined by Landlord to
be sufficient to assure the future performance by such assignee
of Tenant's obligations hereunder; and

(iii) the entity, organization, or individual to which such space is
proposed to be sublet or to which the Lease is proposed to be
assigned is not of a type that would be an undesirable tenant in
a first-class office complex in Fair Lakes, or of a type that
because of its controversial or unsavory nature, might bring
undue notoriety or disruption to the Building.

Section 18.03. Required Provision in Sublease. A sublease of portions of
the Premises, must include (or shall be deemed to include) provisions stating
that it is subject and subordinate to this Lease and to the matters to which
this Lease is or shall be subordinate, and that in the event of the termination
of this Lease, or the re-entry or dispossession of Tenant by Landlord under this
Lease, the sublease shall also terminate and the subtenant shall peacefully
vacate the premises sublet.

Section 18.04. Excess Rent. In the event that (i) the total Rentable
Area of the Premises occupied by Tenant or its Permitted Occupants is less than
50% of the Rentable Area of the Premises; and (ii) if the rent agreed upon
between Tenant and its proposed subtenant under any proposed sublease of the
Premises (or any part thereof) is greater than the Rent that Tenant must pay
Landlord hereunder for that portion of the Premises that is subject to such
proposed sublease and at the time of the transaction Tenant is not in Default
hereunder, then one-half of such excess rent (after deducting therefrom the
reasonable costs involved in the transaction, which costs include, without
limitation, brokerage commissions, marketing costs, construction expenses,
tenant concessions, and legal fees) shall be considered Additional Rent owed by
Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner
that Tenant pays Rent under this Lease. Notwithstanding the foregoing, if at the
time of the assignment or sublease Tenant is in Default hereunder, then until
such Default has been cured by Tenant (i) all such excess rent arising prior to
the cure shall be considered Additional Rent owed by Tenant to Landlord and
shall be paid by Tenant to Landlord in the same manner that Tenant pays Rent
under this Lease, and (ii) all costs associated with the transaction shall be
borne by Tenant and will not be deducted in determining the excess rent payable
to Landlord hereunder.

Section 18.05. Rights of Landlord. Landlord may sell, transfer, assign,
and convey, all or any part of the Building and/or the Land and any and all of
its rights under this Lease, and in the event Landlord assigns its rights under
this Lease, Landlord shall be released from any further obligations hereunder
which arise after the date of the transfer, and Tenant agrees to look solely to
Landlord's successor in interest for performance of such obligations.

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Section 18.06. Permitted Occupants. Notwithstanding the provisions
of Section 18.01 hereof, Tenant shall have the right, without the prior written
consent of Landlord to assign its entire interest in this Lease to an Affiliate
(hereinafter defined) so long as (i) the Affiliate delivers to Landlord,
concurrently with such assignment, a written notice of the assignment and an
assumption agreement whereby the Affiliate assumes and agrees to perform,
observe and abide by the terms, conditions, obligations and provisions of this
Lease applicable to Tenant and (ii) the entity remains an Affiliate. Further,
Tenant shall also have the right, without the prior written consent of
Landlord, to sublet all or any portion of the Premises to an Affiliate so long
as (i) such sublease is expressly subject to the terms of this Lease so that a
termination of this Lease shall result in the termination of the sublease and
(ii) the entity remains an Affiliate. No assignment or subletting by Tenant
shall relieve Tenant of Tenant's obligations under this Lease. As used herein,
the term Affiliate shall mean and collectively refer to (i) a parent
corporation (the "Parent") of the Tenant which owns and controls not less than
fifty-one percent (51%) of the voting stock of the Tenant and is able to elect
(by ownership of stock or by proxy) the board of directors and the officers of
Tenant, or (ii) a corporation in which either the Tenant or its Parent owns and
controls not less than fifty-one percent (51%) of the voting stock of the
corporation and is able to elect (by ownership of stock or proxy) the board of
directors and the officers of the corporation, or (iii) an Affiliate of the
Parent, and/or (iv) a successor or surviving corporation in the event of a
merger, takeover or other form of corporation acquisition of the Tenant. In
addition to the foregoing, Tenant shall also have the right, without the prior
consent of Landlord, to sublet portions of the Premises to any entity,
organization or individual who is either a contractor or subcontractor of
Tenant or its Affiliate or with whom the Tenant or its Affiliates are a
contractor or subcontractor so long as (i) the terms of the sublease satisfy
the provisions of Section 18.03 hereof and (ii) the total Rentable Area
occupied by such subtenants (or subtenants permitted by Section 18.01 hereof)
does not exceed an aggregate of 50% of the Rentable Area of the Premises. A
transfer permitted under this Section 18.06 will be excluded from the
provisions of Section 18.04 hereof. Entities permitted by this Section 18.06
are collectively referred to as "Permitted Occupants".

ARTICLE 19
INDEMNIFICATION

The Tenant shall indemnify the Landlord and hold the Landlord harmless
from and against all loss or liability for or on account of any injury
(including death) or damage received or sustained by any person or persons
(including the Landlord and any employee, agent or invitee of any of them) to
the extent that such loss or liability is (i) caused by reason or any negligent
act or omission on the part of the Tenant or any employee, representative, or
business visitor of the Tenant and (ii) not covered by insurance maintained by
Landlord pursuant to this Lease.

The Landlord shall indemnify the Tenant and hold the Tenant harmless
from and against all loss or liability for or on account of any injury
(including death) or damage received or sustained by any person or persons
(including any employee, agent or invitee of the Tenant) to the extent that such
loss or liability is (i) caused by reason of any negligent act or omission on
the part of Landlord or any employee, representative or business visitor of
Landlord and (ii) not covered by insurance maintained by Tenant pursuant to this
Lease.

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If either Landlord or Tenant (the "Indemnitee") is made a party to any
litigation commenced against the Indemnitee which falls within the scope of the
foregoing indemnities, then the other party (the "Indemnitor") shall pay all
costs and expenses, including reasonable attorneys, fees and court costs,
incurred by or imposed upon Indemnitee because of any such litigation, and the
amount of such costs and expenses, including reasonable attorneys' fees and
court costs, shall be a demand obligation owing by Indemnitor to Indemnitee.

ARTICLE 20
SURRENDER OF THE PREMISES

Section 20.01. Condition of Premises. Upon expiration of the Term or
other termination of this Lease for any cause whatsoever, Tenant shall
peacefully vacate the Premises in as good order and condition as the same were
at the beginning of the Term or may thereafter have been improved by Landlord or
Tenant, except for reasonable use and wear thereof, and damage to the Premises
or the Leasehold Improvements by fire or other casualty or condemnation.

Section 20.02. Tenant Holdover. In the event that Tenant shall not
immediately surrender the Premises on the Expiration Date of the Term, Tenant
shall become a month-to-month Tenant subject to all of the terms, conditions,
covenants and agreements of this Lease; however, during the first ninety (90)
days of the holdover Rent will be 125% of the Rent paid during the last month of
the Term; thereafter it will be 150%. However, if Landlord has notified Tenant
that it has relet all or any portion of the Premises and Tenant fails to vacate
the Premises within thirty (30) days after the date of Landlord's notice, then
Tenant shall reimburse Landlord for the costs and damages incurred by Landlord
for failing to deliver the space but in no event will it be greater than 150% of
the Rent. Tenant shall give to Landlord at least thirty (30) days' written
notice of any intention to quit the Premises, and Tenant shall be entitled to
thirty (30) days' written notice to quit the Premises, unless Tenant is in
Default hereunder, in which event Tenant shall not be entitled to any notice to
quit, the usual thirty (30) days written notice being hereby expressly waived.
Notwithstanding the foregoing provisions of this Section, in the event that
Tenant shall hold over after the expiration of the Term, then at any time prior
to Landlord's acceptance of Rent from Tenant as a monthly tenant hereunder,
Landlord, at its option, may forthwith re-enter and take possession of the
Premises without process, or by any legal process in force in the Commonwealth
of Virginia. Tenant shall be liable to Landlord for all damage which Landlord
suffers because of any holding over by Tenant, and Tenant shall indemnify
Landlord against all claims made against Landlord resulting from Landlord's
delay in delivering possession of the Premises to any other tenant or
prospective tenant.

ARTICLE 21
ESTOPPEL CERTIFICATES

Landlord and Tenant each agree that, upon request of a party (the
"Requesting Party"), the other (the "Responding Party") will execute and return,
within fifteen (15) calendar days after the Requesting Party's request, any
certificate that the Requesting Party may request from time to time, stating
that this Lease is unmodified and in full force and effect, or in full force and
effect as modified, and stating the modification. The certificate also shall
state, if true, (i) that all

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work has been completed, and the work and the Premises are accepted as
satisfactory except for items listed on a punchlist, if any, attached to such
certificate; (ii) the amount of Base Rent and Additional Rent and the dates on
which Rent commenced to accrue and to which the Rent has been paid in advance,
and the amount of any security deposit or prepaid Rent; (iii) that, to the best
of the Responding Party's knowledge, Tenant is in full and complete possession
of the Premises and doing business; (iv) that there is no present default on the
part of the Requesting Party, or attach a memorandum stating any such instance
of default; (v) that the Responding Party has not advanced any amounts to or on
behalf of the Requesting Party which have not been reimbursed; (vi) that, to the
best of Responding Party's knowledge, the Responding Party has no rights to
setoff and no defense or counterclaim against enforcement of its obligations
under the Lease, including the payment of Rent; (vii) that there are no actions,
whether voluntary or otherwise, pending against the Responding Party under the
bankruptcy laws of the United States or any state thereof; and (viii) any other
fact pertaining to this Lease which the Requesting Party may reasonably request.
Failure to deliver the certificate within the fifteen (15) calendar days shall
be conclusive upon the Responding Party for the benefit of the Requesting Party
and its successor that this Lease is in full force and effect and has not been
modified except as may be represented by the party requesting the certificate.

ARTICLE 22
SUBORDINATION AND ATTORNMENT

Section 22.01. Existing Financings.

(a) This Lease is subject and subordinate to any deeds of trust or
other security instruments which, as of the date of this Lease, cover the
Building, the underlying land, or any interest of Landlord therein, and to any
advances made on the security thereof, and to any increases, renewals,
modifications, consolidations and extensions of any of such deeds of trust or
security instruments (the "Existing Indebtedness"). This provision is declared
by Landlord and Tenant to be self-operative and no further instrument shall be
required to effect such subordination of this Lease. Upon demand, however,
Tenant shall execute, acknowledge, and deliver to Landlord any further
instruments and certificates evidencing such subordination as Landlord, or the
holder of the Existing Indebtedness may reasonably require.

(b) Landlord agrees to obtain from the holder of the Existing
Indebtedness a Subordination, Non-Disturbance and Attornment Agreement, in form
attached hereto as Exhibit "H" (and by this reference incorporated herein),
which provides that, in the event of a foreclosure or a transfer in lieu
thereof, Tenant will not be disturbed in its possession and this Lease shall,
notwithstanding the foreclosure or transfer in lieu thereof, continue in full
force and effect upon and subject to all terms, covenants, conditions, and
obligations of this Lease so long as (i) no Default has occurred on the part of
Tenant under this Lease and (ii) Tenant attorns to the purchaser or transferree
as landlord under this Lease.

Section 22.02. Future Financings. During the Term of this Lease,
Landlord reserves the right to encumber its interest in this Lease, the Building
and/or the underlying land, by new or additional deeds of trust or other
security instruments and to refinance the Existing Indebtedness

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(the "New Financing"). Tenant agrees to subordinate this Lease to any New
Financing so long as the holder of the New Financing executes and delivers to
Tenant a Subordination, Non-Disturbance and Attornment Agreement which contains
the provision set forth in Section 22.01(b) hereof and is otherwise a
commercially reasonable instrument.

Section 22.03. Attornment. Provided the holder of the Existing
Indebtedness and New Financing has delivered to Tenant a Subordination,
Non-Disturbance and Attornment Agreement which satisfies the provisions of
Section 22.01(b) hereof, Tenant shall attorn to the purchaser upon a sale or to
the grantee under any deed in lieu of foreclosure and shall recognize such
purchaser or grantee as Landlord under this Lease without any change in the
terms or other provisions of this Lease. In such agreement, Tenant will waive
the right, if any, to elect to terminate this Lease or to surrender possession
of the Premises in the event of foreclosure of any deed of trust or security
instrument (or any transfer in lieu thereof).

ARTICLE 23
QUIET ENJOYMENT

Provided there is no Event of Default by Tenant of its obligations under
this Lease, Tenant shall, during the Term, peaceably and quietly enjoy the
Premises without disturbance from Landlord or any other persons acting by,
through, or under Landlord; subject, however, to (i) the terms of this Lease;
(ii) the Existing Indebtedness and New Financings (which satisfy the provisions
of Section 22.02 hereof) ordinances, restrictive covenants, leases, easements,
and other agreements or encumbrances now or hereafter affecting the Building or
the land on which the Building is situated; (iii) the right of Landlord to
construct on its property any additional buildings or other improvements now or
hereafter permitted by the governmental authorities having jurisdiction over
Landlord's property; and (iv) the right of Landlord to relocate parking spaces
for the Building, conduct renovations for the Building or make alterations to
the Building so long as Landlord's exercise of the rights reserved under
subparagraphs (iii) and (iv) does not substantially interfere with Tenant's use
of the Premises. This covenant and all other covenants of Landlord in this Lease
shall be binding upon Landlord and its successors only with respect to breaches
occurring during its and their respective ownership of Landlord's interest
hereunder.

ARTICLE 24
SIGNS AND FURNISHINGS

Section 24.01. Signs and Advertisements. No sign, advertisement, or
notice referring to Tenant shall be inscribed, painted, affixed, or otherwise
displayed on any part of the exterior of the Premises or the exterior or the
interior of the Building (if visible to the exterior of the Premises), except
those permitted by Section 24.02 or those installed by Landlord on the
directories and the entrance door to the Premises and such other areas, if any,
as Landlord may determine. Tenant may also install, without the prior consent of
Landlord, locational and directional signage and suite or room numbers within
the Premises so long as the same is not visible to the exterior of the Premises.
If Tenant exhibits or installs any sign, advertisement or notice, without the
prior consent of Landlord, Landlord shall have the right to remove the same at
Tenant's expense.

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Landlord shall have the right to prohibit any advertisement of or by Tenant
which in its opinion tends to impair the reputation of the Building or its
desirability as a high-quality office building and, upon written notice from
Landlord, Tenant shall immediately refrain from and discontinue any such
advertisement. Landlord reserves the right to affix, install, and display signs,
advertisements, and notices on any part of the exterior or interior of the
Building, however, Landlord's right to install exterior signage for any other
tenant in the Building is subject to the provisions of Section 24.02 hereof.
Landlord shall not, however, have the right to affix upon the exterior of the
Building "for lease" or similar signs advertising the availability of space for
lease in the Building, however, Landlord may utilize monument signage similar to
those in existence for the Building on the date of this Lease.

Section 24.02. Building Signage.

(a) Notwithstanding the provisions of Section 24.01 hereof, Tenant
shall have the right, subject to the provisions of this Section 24.02, to
install, at its sole cost one building identification sign showing the
Tenant's corporate logo. The sign will be located on the roofline of the western
(or I-66) side of the Building. The exact location, size, design, appearance,
and finish of the sign shall be subject to the approval of all applicable
governmental authorities, the Architectural Review Board of Fair Lakes
(established by the Fair Lakes League to which the Building is subject) and
Landlord. Landlord shall use its best efforts to promptly obtain the approval of
the Architectural Review Board of Fair Lakes.

(b) Landlord covenants and agrees that, during the Term, no more
than two (2) building identification signs (including the sign erected by Tenant
pursuant to Section 24.02(a)) may be erected upon the exterior of the Building
without the prior consent of Tenant which consent shall not be unreasonably
withheld. Notwithstanding the foregoing, upon the vacation of AETNA Life and
Casualty, as a tenant in the Building, Landlord reserves the right to replace
the Building rooftop sign for AETNA with a sign of a tenant occupying not less
than two floors of the Building or 45,000 square feet of Rentable Area (the
"Other Tenant"), however, (i) the sign of the other Tenant will be removed if
Tenant and its Permitted Occupants occupy 50% or more of the Rentable Area in
the Building or five (5) full floors of the Building, and (ii) Tenant shall have
the only sign along the rooftop of the Building for so long as it and its
Permitted Occupants occupy more than 50% of the Rentable Area in the Building or
five (5) full floors of the Building. Landlord specifically reserves the right,
during foregoing period, to install signage on the exterior of the first floor
of the Building.

Section 24.03. Furnishings. The Building is designed with a floor load
design capacity of 100 pounds per square foot of live load. In no event shall
Tenant place on any part of the floor of the Premises a load exceeding the
foregoing floor load per square foot and which is allowed by law. Any and all
damage or injury to the Premises or the Building caused by Tenant moving heavy
equipment or fixtures or the same being in or upon the Premises by Tenant, shall
be repaired by and at the sole cost of Tenant. All furniture, equipment, and
other bulky matter of any description shall be delivered to the Premises only
through the designated service entrance of the Building and the designated
service elevator during normal business hours or as otherwise directed or
scheduled by Landlord. All moving of furniture, equipment and other materials
shall

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<PAGE> 43

be under the supervision of Landlord, who shall not, however, be responsible for
any damage to or charges for moving the same. Tenant agrees to remove promptly
from the sidewalks adjacent to the Building any of Tenant's furniture,
equipment, or other material there delivered or deposited.

Section 24.04. Satellite Dish.

(a) Tenant shall have the right, subject to the provisions of this
Section 24.04, to install, at its sole cost and expense, upon the roof of the
Building a satellite dish antenna. The location of the antenna shall be mutually
agreed upon by Landlord and Tenant prior to the Commencement Date. The size,
design, and appearance of the antenna shall be subject to the approval of all
applicable governmental authorities, the Architectural Review Board of Fair
Lakes and Landlord.

(b) In the event that Tenant constructs the antenna then, such
construction shall be subject to all of the provisions of this Lease, including,
but not limited to Article 12 and 13 hereof. Tenant further agrees that the
provisions of Article 19 hereof shall apply to Tenant's use of the roof for the
installation and operation of the antenna. Tenant shall maintain the antenna and
the portion of the roof upon which it is situated in a good, clean and proper
condition and will, at the end of the Term, remove the antenna and restore the
portion of the roof affected thereby as required by Article 12 and 20 hereof.

ARTICLE 25
DEFAULTS AND REMEDIES

Section 25.01. Events of Default. The occurrence of any one or more of
the following events shall constitute a Default or an Event of Default under
this Lease: (a) if Tenant fails to pay any Base Rent, Temporary Rent and/or
Additional Space Rent hereunder as and when the same becomes due and such
failure shall continue for more than fifteen (15) days after Landlord gives
Tenant notice that such payment is past due; (b) if Tenant fails to pay any
installment of Additional Rent hereunder within thirty (30) days after Landlord
gives notice that such payment is due; (c) if Tenant fails to take possession of
either (i) the Phase I Space on the Phase I Rent Commencement Date or promptly
thereafter or (ii) the Phase II Space on the Phase II Rent Commencement Date or
promptly thereafter; (d) if Tenant permits to be done anything which creates a
lien upon the Premises and fails to discharge, or bond such lien or post such
security with Landlord as is required by Article 13; (e) if Tenant violates the
provisions of Article 18 by attempting to make an unpermitted assignment or
sublease; (f) if Tenant fails to maintain in force all policies of insurance
required by this Lease and any such failure shall continue for more than ten
(10) days after Landlord gives Tenant notice of such failure; (g) if any
petition is filed by or against Tenant under any present or future section or
chapter of the Bankruptcy Code, or under any similar law or statute of the
United States or any state thereof (which, in the case of an involuntary
proceeding, is not permanently discharged, dismissed, stayed or vacated, as the
case may be, within ninety (90) days of commencement), or if any order for
relief shall be entered against Tenant in any such proceedings; (h) if Tenant
becomes insolvent or makes a transfer in fraud of creditors or makes an
assignment for the benefit of creditors; (i) if a receiver, custodian, or trus-

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tee is appointed for the Premises or for all or substantially all of the assets
of Tenant, which appointment is not vacated within ninety (90) days following
the date of such appointment; or (j) if Tenant fails to perform or observe any
other term of this Lease and such failure shall continue for more than thirty
(30) days after Landlord gives Tenant notice of such failure, or, if such
failure cannot be corrected within such thirty (30) day period, if Tenant does
not commence to correct such default within said thirty (30) day period and
thereafter diligently prosecute the correction of same to completion within a
reasonable time and in any event prior to the time a failure to complete such
correction could cause Landlord to be subject to prosecution for violation of
any law, rule, ordinance or regulation or causes, or could cause a default under
any deed of trust, mortgage, underlying lease, Tenant lease or other agreement
applicable to the Project and/or Building.

Section 25.02. Remedies. Upon the occurrence of any Event of Default,
Landlord shall have the right, at Landlord's option, to terminate this Lease.
With or without terminating this Lease, Landlord may re-enter and take
possession of the Premises and the provisions of this Section 25.02 shall
operate as a notice to quit, any other notice to quit or of Landlord's intention
to reenter the Premises being hereby expressly waived. If necessary, Landlord
may proceed to recover possession of the Premises under and by virtue of the
laws of the Commonwealth of Virginia or by such other proceedings, including
re-entry and possession, as may be applicable. If Landlord elects to terminate
this Lease, everything contained in this Lease on the part of Landlord to be
done and performed shall cease without prejudice; subject however, to the right
of Landlord to recover from Tenant all rent and other sums accrued up to the
time of termination or recovery of possession by Landlord, whichever is later.
Whether or not this Lease is terminated by reason of Tenant's Default, Landlord
may, but shall not be obligated to, relet the Premises for such rent and upon
such terms as are not unreasonable under the circumstances and, if the entire
Rent provided in this Lease plus the costs, expense, and damages hereafter
described shall not be realized by Landlord, Tenant shall be liable for all
damages sustained by Landlord, including, without limitation, attorney's fees
and expenses reasonably incurred, brokerage fees, and the expense of placing the
Premises in first-class rentable condition. Landlord shall in no way be
responsible or liable for any failure to collect any rent due and/or accrued
from such reletting, to the end and intent that Landlord may elect to hold
Tenant liable for the Rent which Tenant shall have been obligated to pay
throughout the remainder of the Term. Landlord shall, however, use reasonable
efforts to relet the Premises and mitigate its damages. Any damages or loss of
rent sustained by Landlord may be recovered by Landlord, at Landlord's option,
at the time of the reletting or in separate actions, from time to time, as said
damage shall have been made more easily ascertainable by successive relettings,
or, at Landlord's option, may be deferred until the expiration of the Term, in
which event Tenant hereby agrees that the cause of action shall not be deemed to
have accrued until the date of Expiration of the Term. In the event such damages
or loss of rent are recovered at the time of the reletting and the judgment
rendered in Landlord's favor requires the Tenant to pay for future losses
suffered by the Landlord, Tenant shall be liable for an amount equal to the
present value (as of the date of the judgment for Landlord) of the Rent which
would have been paid by Tenant for the remaining balance of the Term, but for
Tenant's Default, less the present value (as of the date of the judgment for
Landlord) of the revenue stream Landlord reasonably expects to receive over the
remainder of the Term as a result of the reletting of the Premises. For purposes
of the foregoing sentence, present value shall be determined by

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<PAGE> 45

discounting at a rate equal to one and one-half percentage points above the
discount rate then in effect at the Federal Reserve Bank nearest to the
Building. There shall be no discounting for present value for any judgment which
covers losses incurred by Landlord prior to the reletting or portions of the
award applicable to sums accruing prior to the date of the judgment. The
provisions contained in this Section 25.02 shall be in addition to, and shall
not prevent the enforcement of, any claim Landlord may have against Tenant for
anticipatory breach of this Lease.

Section 25.03. Remedies Cumulative. All rights and remedies of Landlord
set forth herein are in addition to all other rights and remedies available to
Landlord at law or in equity. All rights and remedies available to Landlord
hereunder or at law or in equity are expressly declared to be cumulative. The
exercise by Landlord of any such right or remedy shall not prevent the
concurrent or subsequent exercise of any such right or remedy. No delay in the
enforcement or exercise of any right or remedy granted Landlord or Tenant under
this Lease shall constitute a waiver of any Default by the defaulting party
hereunder or of any rights or remedies in connection therewith available
hereunder to the non-defaulting party. No party shall be deemed to have waived
any Default by the other hereunder unless such waiver is set forth in a written
instrument signed by the party against the waiver is asserted. Any waiver in
writing shall be limited to its terms and shall not be construed as a waiver of
any covenant, condition, or agreement set forth in this Lease except as to the
specific circumstances described in such written waiver.

Section 25.04. No Acceptance or Surrender. No act or thing done by
Landlord or its agents during the Term shall constitute an acceptance of an
attempted surrender of the Premises, and no agreement to accept a surrender of
the Premises shall be valid unless made in writing and signed by Landlord. No
re-entry or taking possession of the Premises by Landlord shall constitute an
election by Landlord to terminate this Lease, unless a written notice of such
intention is given to Tenant. Notwithstanding any such reletting or re-entry or
taking possession, Landlord may at any time thereafter terminate this Lease for
a previous Default. Landlord's acceptance of Rent following an Event of Default
hereunder shall not be construed as a waiver of such Event of Default unless the
payment cures such Event of Default.

Section 25.05. Customs and Practices. No custom or practice which may
develop between the parties in the administration of the terms of this Lease
shall be construed to waive or lessen a party's right to insist upon strict
performance of the terms of this Lease.

Section 25.06. Payment of Tenant's Obligations by Landlord. In the Event
of Default, Landlord may, but shall not be required to, make such payment or do
such act required to be performed by Tenant. If Tenant fails to act and Landlord
makes such payment or does such act, all costs and expenses incurred by
Landlord, plus interest thereon at the rate per annum which is two percent (2%)
higher than the "prime rate" published in the Money Rates section of the Wall
Street Journal (the "Default Rate"), from the date paid by Landlord to the date
of payment thereof by Tenant, shall be immediately paid by Tenant to Landlord;
provided, however, that nothing contained therein shall be construed as
permitting Landlord to charge or receive interest in excess of the maximum legal
rate then allowed by law. The taking of such action by Landlord shall not be
considered as a cure of such Default by Tenant or to prevent Landlord from
pursuing any remedy it is otherwise entitled to in connection with such Default.

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<PAGE> 46

Section 25.07. Default by Landlord. Should Landlord breach any of its
warranties or representations herein set forth or fail to perform any of its
covenants herein contained, Tenant shall notify Landlord of such default or
breach and Landlord shall have a period of 30 days after receipt of written
notice to remedy such breach or default, except in an emergency or life
threatening situation, in which case Landlord shall have a reasonable period to
cure such situation. If such breach or default cannot be cured within such
period, Landlord shall have such additional period that shall be reasonably
necessary to remedy such breach or default provided that Landlord is diligently
and continuously pursuing such remedy and provided further that Tenant is not
materially damaged or prejudiced. Should Landlord fail to cure such breach or
default, Tenant shall have available to it the following remedies, as its sole
and exclusive remedies, Tenant specifically waiving any other remedy it may have
at law or at equity:

(a) Terminate this Lease in the event of a material default which
renders it reasonably impracticable to occupy the Premises;

(b) Bring suit against Landlord for specific performance;

(d) For so long as Tenant or its Permitted Occupants are occupying
not less than 40% of the Rentable Area of the Building, if such breach or
default is under the provisions of Sections 7.01, 7.04 and 14.02 hereof or
Articles 8, 16 or 17 hereof, then Tenant shall have the right to cure such
breach or default only to the extent that it affects the Premises. In the event
that Tenant elects to exercise its rights under subparagraph (d), then the
following provisions shall apply:

(i) Tenant shall diligently and continuously pursue such cure until
the default or breach is corrected;

(ii) Tenant shall perform such cure in a manner which, to the extent
reasonably practicable, minimizes interference or disruption to
the other tenants of the Building;

(iii) All such work shall be performed using firstclass materials, in
a good and workmanlike manner consistent with all applicable
governmental requirements;

(iv) Should Tenant be required to expend funds in its cure of the
Landlord's breach of default, then all costs and expenses
incurred by Tenant shall be due and payable by Landlord within
fifteen (15) days of a receipt of written demand from Tenant for
such payment accompanied by a reasonably detailed statement of
expenditures together with invoices shall bear interest at the
Default Rate, from the date paid by Tenant to the date of
payment thereof by Landlord. In the event that such sum (and
interest accruing thereon) is not paid within sixty (60) days
after receipt of written demand from Tenant, then Tenant may
deduct such amount (and interest accrued thereon) against the
installments of Rent until paid in full.

Tenant agrees to give written notice of any default by Landlord under
this Lease to any lender of Landlord secured by the Premises upon request
thereof by such lender and a reasonable

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<PAGE> 47

time within which to cure such default prior to Tenant taking any action to
remedy such default or cancel the Lease.

ARTICLE 26
SECURITY DEPOSIT

(a) In the event Tenant desires to assign its interest in the Lease
and be relieved of continuing liability hereunder, Landlord may require, as a
condition to its consent to any such assignment, that the assignee posts a
security deposit (the "Security Deposit") equal to one (1) month Rent due under
the Lease at the time of the Assignment.

(b) The Security Deposit shall be security for the performance by
Tenant of all of Tenant's obligations, covenants, conditions, and agreements
under this Lease. Within thirty (30) days after the expiration of the Term, and
provided Tenant has vacated the Premises and is not in Default hereunder,
Landlord shall return the Security Deposit to Tenant, less such portion thereof
as Landlord shall have appropriated to satisfy any Default by Tenant hereunder.
In the event of any default by Tenant hereunder, Landlord shall have the right,
but shall not be obligated to use, apply or retain all or any portion of the
Security Deposit for (i) the payment of any Rent to which Tenant is in Default,
(ii) the payment of any amount which Landlord may spend or become obligated to
spend by reason of Tenant's Default, or (iii) the payment of any amount Landlord
may spend or become obligated to spend or for compensation of Landlord for any
losses incurred by reason of Tenant's Default, including, but not limited to,
any damage or deficiency arising in connection with the reletting of the
Premises. If any portion of the Security Deposit is so used or applied, within
three (3) business days after written notice to Tenant of such use or
application, Tenant shall deposit with Landlord an amount sufficient to restore
the Security Deposit to its original amount, and Tenant's failure to do so shall
constitute a Default under this Lease.

ARTICLE 27
INTENTIONALLY OMITTED

ARTICLE 28
ATTORNEY'S FEES AND LEGAL EXPENSES

In any action or proceeding brought by either party against the other
under this Lease, the prevailing party shall be entitled to recover from the
other party reasonable attorneys' fees, and other reasonable legal expenses and
court costs incurred by such party in such action or proceeding as the court may
find to be reasonable.

ARTICLE 29
NOTICES

Any notice or document required to be delivered hereunder shall be in
writing and shall be given or made or communicated by United States registered
or certified mail or by any overnight or express mail service which provides
receipts to indicate delivery, addressed to the parties hereto at the respective
addresses as specified in the Basic Lease Information, or at such other
addresses they have subsequently specified by written notice.

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<PAGE> 48

All notices shall be effective upon being deposited in the manner
prescribed above, however, the time period in which a response to such notice
must be given shall commence to run from the date of receipt by the addressee
thereof as shown on the return receipt of the notice. Rejection or other refusal
to accept or the inability to deliver because of changed address of which no
notice was given, shall be deemed to be receipt of the notice as of the date of
such rejection, refusal or inability to deliver.

ARTICLE 30
RIGHT OF FIRST REFUSAL

Provided Tenant is not in Default under this Lease at the applicable
time, Tenant, during the Refusal Period (hereinafter defined), shall, in the
manner described by and in compliance with the terms and provision of this
Article 30 have a right of first refusal to expand the Premises to include all
or any portion of the Additional Space (hereinafter defined).

(a) If at any time during the Refusal Period Landlord shall either
(i) receive a bonafide offer from a third party to lease all or a portion of the
Additional Space, which Landlord is prepared to accept, or (ii) prepares a
proposal pertaining to all or a portion of the Additional Space which Landlord
is prepared to offer as a lease proposal to a third party, then in either such
event, landlord shall send a written notice (the "Offer Notice") to Tenant of
such proposal. The Offer Notice shall set forth in reasonable detail the size or
portion of the Additional Space subject to the Offer Notice, and shall contain
(or be deemed to contain) an offer to Tenant to lease the portion of the
Additional Space subject to the Offer Notice for the remaining Term of this
Lease on the same terms and conditions set forth in the Offer Notice. (Except
that the concessions offered to the third party pursuant to the proposal forming
the basis of the Offer Notice shall be appropriately prorated if the remaining
Term of this Lease is shorter than the term contemplated by the proposal forming
the basis of the Offer Notice.) Tenant may elect to accept the Offer Notice, by
giving written notice to Landlord of its election not less than ten (10) days
after receipt by Tenant of the Offer Notice.

(b) In the event Tenant responds within the ten (10) day period and
elects to accept the proposal set forth in the Offer Notice, then this Lease
shall automatically be amended to include within the Premises the portion of the
Additional Space subject to the Offer Notice. The rent payable for the
Additional Space subject to the Offer Notice (the "Additional Space Rent") will
be as set forth in the Office Notice and Tenant will be entitled to all rental
concessions set forth in the Offer Notice prorated as set forth in subparagraph
(a) hereof. Tenant will take the space subject to the Offer Notice in its "as
is" and "where as" condition, however, Landlord will (i) perform in the
Additional Space all work required by the Offer Notice; (ii) grant to Tenant any
construction allowances that may be set forth in the Offer Notice prorated as
set forth in subparagraph (a) hereof; and (iii) deliver such space upon
Substantial Completion of all improvements thereto. The provisions of this
subparagraph shall be self-enforcing without the need for any further act by
Landlord or Tenant.

(c) Should Tenant either fail to respond within the ten (10) days,
or elects not to accept the Offer Notice, then the Landlord shall be free to
execute a lease (the "Space Lease") for

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<PAGE> 49

the portion of the Additional Space subject to the Offer Notice on terms not
materially different than those set forth in the Offer Notice and thereupon such
space shall be automatically excluded from the Additional Space and the rights
of Tenant set forth in this Article, as they pertain to the portion of the
Additional Space which is subject to the Offer Notice, shall automatically
terminate and be of no further force or effect. The provisions of this
subparagraph shall be self-enforcing without the need for any further act by
Landlord or Tenant.

(d) Notwithstanding the foregoing provisions of subparagraph (c)
hereof, should Tenant either fail to respond within ten (10) days, or elects not
to accept the Offer Notice, then the portion of the Additional Space subject to
the Offer Notice shall again become a part of the Additional Space subject to
the provisions of this Article upon either (i) the expiration or termination of
the Space Lease or (ii) six (6) months after the date of an Offer Notice if
Landlord is unable, within such period of time, to execute a Space Lease for the
space subject to the Offer Notice.

(e) An election by Tenant under this Article shall be irrevocable.

(f) As used herein, the term "Refusal Period" shall mean and refer
to the period commencing on the Commencement Date and expiring upon the earlier
of (i) the date on which Tenant's rights under this Article with respect to the
Additional Space are terminated pursuant to subparagraphs (b) and (c) hereof or
(ii) the commencement of the last year of the Term of this Lease (as it may be
extended by the Renewal Terms).

(g) As used herein, the term "Additional Space" shall mean and refer
to all of the Rentable Area of the Building excluding the Premises.

(h) The rights granted Tenant hereunder are subject to the rights
granted to others pursuant to leases in effect in the Building as of the date
hereof.

ARTICLE 31
MISCELLANEOUS

Section 31.01. No Partnership. Nothing contained in this Lease shall be
construed as creating a partnership or joint venture of or between Landlord and
Tenant, or to create any other relationship between the parties hereto other
than that of Landlord and Tenant.

Section 31.02. Brokers. Landlord recognizes the Broker as the Broker
under this Lease and shall pay the Broker a commission pursuant to a separate
agreement between the Landlord and Broker. Landlord and Tenant each represent
and warrant to the other that, except as provided above, neither of them has
employed or dealt with any broker, agent or finder in carrying on the
negotiations relating to this Lease. In the event of a breach by a party of
their foregoing representation and warranty (the "Defaulting Party"), the
Defaulting Party shall indemnify and hold the other party harmless from and
against any claim or claims, damages or expenses (including any claims for
brokerage or other commissions asserted by broker, agent or finder fees) which
may arise as a result of such breach.

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Section 31.03. Severability. Every agreement contained in this Lease is,
and shall be construed as, a separate and independent agreement. If any term of
this Lease or the application thereof to any person or circumstances shall be
invalid and unenforceable, the remainder of this Lease, or the application of
such term to persons or circumstances other than those as to which it is invalid
or unenforceable, shall not be affected.

Section 31.04. Trial by Jury. Landlord and Tenant each hereby waive
trial by jury in any action, proceeding or counterclaim brought by either of
them against the other in connection with any matter arising out of or in any
way connected with this Lease, the relationship of landlord and tenant
hereunder, Tenant's use or occupancy of the Premises, or any claim of injury or
damage.

Section 31.05. Force Majeure. Whenever a period of time is herein
prescribed for action to be taken by a party, the party shall not be liable or
responsible for, and there shall be excluded from the computation for any such
period of time, any delays due to strikes, riots, acts of God, shortages of
labor or materials, war, governmental laws, regulations, or restrictions, or any
other cause of any kind whatsoever which is beyond the reasonable control the
party. However, the failure or inability to obtain or have funds required for a
performance of a parties, obligation shall not be a basis of force majeure.
Force Majeure shall not be applicable to Tenant's obligation to pay Rent
hereunder as and when it is due and payable.

Section 31.06. Captions. The article and section headings contained in
this Lease are for convenience only and shall not enlarge or limit the scope or
meaning of the provisions hereof. Words of any gender used in this Lease shall
include any other gender, and words in the singular number shall be held to
include the plural, unless the context otherwise requires.

Section 31.07. Benefit and Burden. If there be more than one Tenant, the
obligations hereunder imposed upon Tenant shall be joint and several, and all
agreements and covenants herein contained shall be binding upon their respective
heirs, personal representatives, successors, and, to the extent permitted under
this Lease, assigns of the parties hereto. If there be more than one Landlord,
the obligations hereunder imposed upon Landlord shall be joint and several, and
all agreements and covenants herein contained shall be binding upon respective
heirs, personal representatives, successors, and assigns.

Section 31.08. No Representations by Landlord. Neither Landlord nor
Landlord's agents or brokers have made any representations or promises with
respect to the Premises or the Building except as herein expressly set forth and
all reliance with respect to any representations or promises is based solely on
those contained herein. No rights, easements, or licenses are acquired by Tenant
under this Lease by implication or otherwise except as expressly set forth in
this Lease.

Section 31.09. Entire Agreement. This Lease sets forth the entire
agreement between the parties and cancels all prior negotiations, arrangements,
brochures, agreements, and understandings, if any, between Landlord and Tenant
regarding the subject matter of this Lease. No amendment or modification of this
Lease shall be binding or valid unless expressed in a writing executed by both
parties hereto.

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<PAGE> 51

Section 31.10. No Offer. The submission of this Lease to Tenant shall
not be construed as an offer, nor shall Tenant have any rights with respect
thereto unless Landlord executes a copy of this Lease and delivers the same to
Tenant.

Section 31.11. Authority. If Tenant signs as a corporation, each of the
persons executing this Lease on behalf of Tenant represents and warrants that
Tenant is a duly organized and existing corporation, that Tenant has been and is
qualified to do business in the Commonwealth of Virginia, that the corporation
has full right and authority to enter into this Lease, and that all persons
signing on behalf of the corporation were authorized to do so by appropriate
corporate actions. If Tenant signs as a partnership, trust, or other legal
entity, each of the persons executing this Lease on behalf of Tenant represents
and warrants that Tenant has complied with all applicable laws, rules, and
governmental regulations relative to its right to do business in the
Commonwealth of Virginia, that such entity has the full right and authority to
enter into this Lease, and that all persons signing on behalf of the Tenant were
authorized to do so by any and all necessary or appropriate partnership, trust,
or other actions.

If Landlord signs as a corporation, each of the persons executing this
Lease on behalf of Landlord represents and warrants that Landlord is a duly
organized and existing corporation, that Landlord has been and is qualified to
do business in the Commonwealth of Virginia, that the corporation has full right
and authority to enter into this Lease, and that all persons signing on behalf
of the corporation were authorized to do so by appropriate corporate actions. If
Landlord signs as a partnership, trust, or other legal entity, each of the
persons executing this Lease on behalf of Landlord represents and warrants that
Landlord has complied with all applicable laws, rules, and governmental
regulations relative to its right to do business in the Commonwealth of
Virginia, that such entity has the full right and authority to enter into this
Lease, and that all persons signing on behalf of the Landlord were authorized to
do so by any and all necessary or appropriate partnership, trust, or other
actions.

Section 31.12. Changes Requested by Lender. If, in connection with
obtaining financing for the Building, any lender shall request reasonable
modifications in this Lease as a condition for such financing, Tenant will not
unreasonably withhold, delay, or defer its consent thereto, provided that such
modifications do not increase the obligations of Tenant hereunder or diminish
Tenant's rights hereunder or materially adversely affect either the leasehold
interest hereby created or Tenant's use and enjoyment of the Premises.

Section 31.13. Governing Law and Construction. This Lease shall be
governed by and construed under the laws of the Commonwealth of Virginia.
Printed parts of this Lease shall be as binding on a parties hereto as other
parts hereof. Parts of this Lease which are written or typewritten shall have no
greater force or effect than, and shall not control, parts which are printed,
but all parts shall be given equal effect. Tenant declares that Tenant has read
and understands all parts of this Lease, including all printed parts thereof.
Should any provision of this Lease require judicial interpretation, it is agreed
that the court interpreting or considering same shall not apply the presumption
that the terms hereof shall be more strictly construed against a party by reason
of the rule or conclusion that a document should be construed more strictly
against the party who itself or through its agent prepared the same, it being
agreed that all parties

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<PAGE> 52

hereto have participated in the preparation of this Lease and that legal counsel
was consulted by each party hereto before the execution of this Lease.

Section 31.14. Exhibits. The Exhibits referred to in the Basic Lease
Information are by this reference incorporated fully herein. The term "this
Lease" shall be considered to include all such Exhibits.

Section 31.15. Landlord's Liability. Anything contained in this Lease to
the contrary notwithstanding, Tenant agrees that Tenant shall look solely to the
estate and property of Landlord in the Building and the land upon which is
situated for the collection of any judgment or other judicial process requiring
the payment of money by Landlord for any default or breach by Landlord under
this Lease, subject, however, to the prior rights of any mortgagee or lessor of
the Building and land upon which the Building is situated. No other assets of
Landlord or any partners, shareholders, or other principals of Landlord shall be
subject to levy, execution or other judicial process for the satisfaction of
Tenant's claim.

Section 31.16. Use of Name of Building. Tenant shall not, without prior
written consent of Landlord, use the name of the Building for any purpose other
than as the address of the business to be conducted by Tenant on the Premises,
and Tenant shall not-do or permit the doing of anything in connection with
Tenant's business or advertising which in the reasonable judgment of Landlord
may reflect unfavorably on Landlord or the Building or confuse or mislead the
public as to any apparent connection or relationship between Tenant and
Landlord, the Building or the land upon which it is situated.

Section 31.17. Time of Essence. Time is of the essence in this Lease for
the Landlord and Tenant.

EXECUTED as of the date first written above.

LANDLORD:

HYATT PLAZA LIMITED PARTNERSHIP
a Virginia limited partnership

By: Fair Lakes Hyatt Limited Partnership, a
Virginia limited partnership, its general partner

By: Fair Lakes of Virginia, Inc.
a Virginia corporation

By: [SIG]
-----------

Its:
-------------------------------------

TENANT:

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<PAGE> 53

AMERICAN MANAGEMENT SYSTEMS, INC.
a Delaware corporation

By: /s/ Frank A. Nicolai
-------------------------------------

Its: Exec. VP, Secretary & Treasurer
-------------------------------------

[THE FOLLOWING PAGES INCLUDE AS EXHIBIT A FLOOR PLANS OF THE PREMISES.]

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<PAGE> 54

EXHIBIT "B" TO LEASE

DATED AUGUST 12, 1993

BETWEEN

HYATT PLAZA LIMITED PARTNERSHIP
A VIRGINIA LIMITED PARTNERSHIP, (LANDLORD)

AND

AMERICAN MANAGEMENT SYSTEMS, INC.
A CORPORATION, (TENANT)

LEASEHOLD IMPROVEMENTS

This Exhibit "B" is attached to and made a part of that certain Office
Lease Agreement dated August 12, 1993 (the "Lease"), between HYATT PLAZA LIMITED
PARTNERSHIP ("Landlord"), and AMERICAN MANAGEMENT SYSTEMS, INC. ("Tenant"). The
terms used in this Exhibit that are defined in the Lease shall have the same
meanings as provided in the Lease.

The purpose of this Exhibit "B" is to set forth the relative rights and
obligations of Landlord and Tenant with respect to the construction and
installation of the initial tenant improvements in the Premises.

A. DEFINITIONS

1. "Existing Improvements" means all improvements existing in the
Premises that are more particularly shown on Exhibit B Schedule 1 attached
hereto and incorporated herein.

2. "Contractor" means the person or firm from time to time selected by
Tenant (pursuant to Paragraph D(3) hereof) to install the Leasehold Improvements
in the Premises.

3. "Leasehold Improvements" shall mean the aggregate of improvements to
the Premises required by the Approved Plan.

4. "Tenant's Architect" shall mean the architect or space planner
designated by Tenant and approved by Landlord to prepare the plans and
specifications for the Leasehold Improvements.

5. "Approved Plan" shall mean the plan for Leasehold Improvements
approved by Landlord and Tenant pursuant to Paragraph D.4. hereof.

B. GENERAL PROVISIONS

1. Unless otherwise agreed to in writing by Landlord and Tenant, all
work involved in the design and construction of the Leasehold Improvements shall
be carried out by Tenant, Tenant's Architect and Tenant's Contractor. Each party
shall cooperate with the other to promote the

B-1
<PAGE> 55

efficient and expeditious completion of such work so that occupancy of each
phase of the Premises may occur when required by Section 3.01 of the Lease.

2. As of the date of execution of this Lease, the Premises are improved
with the Existing Improvements. All costs associated with the design and
construction of the Premises pursuant to an Approved Plan (including any
demolition to the Existing Improvements) shall be borne by Tenant. As more
particularly set forth in the Lease, Landlord has granted to Tenant a Tenant
Allowance. The Tenant Allowance will be made available to Tenant in monthly
installments. Tenant shall, on a monthly basis, submit to Landlord a statement
setting forth the expenditures made by Tenant during the preceding month with
respect to the Leasehold Improvements. The statement shall be accompanied by
lien waivers from persons paid during the previous month and invoices or
receipts evidencing the amount Tenant has requested Landlord to disburse from
the Tenant Allowance. In such monthly statement, Tenant shall designate which
payments it desires the Landlord to make directly to the billing party. Provided
there is no Event of Default, Landlord shall, within ten (10) days after its
receipt of Tenant's monthly statement, disburse the amount requested. Should the
cost of the Leasehold Improvements exceed the Tenant Allowance, then such excess
shall be paid by Tenant.

C. DESIGN

1. Tenant may draw from the Tenant Allowance the cost of all design
services (including all necessary architectural, mechanical and electrical
drawings) required for the Approved Plan.

2. The design, construction, and installation of the Leasehold
Improvements shall conform to the requirements of applicable building, plumbing,
and electrical codes and the requirements of any authority having jurisdiction
over, or with respect to, such work.

3. All architectural, mechanical, and electrical plans and
specifications for the Leasehold Improvements must be approved by Landlord. Any
changes in the Approved Plans must also be approved by Landlord. Tenant shall
not be permitted to modify the Building in any way, including but not limited to
the structural, mechanical, and electrical systems, except as approved by
Landlord on the Approved Plan. No alterations by Tenant to the Leasehold
Improvements shall be allowed at any time except as provided in the Lease.

D. PROCEDURES FOR COMPLETION OF LEASEHOLD IMPROVEMENTS

The following procedures shall be followed in completing the Leasehold
Improvements.

1. Prior to commencing construction of any Phase, Tenant shall prepare
and submit to Landlord (for its information) a construction schedule.

2. Tenant's Architect shall complete working drawings and specifications
and submit the same to Tenant and Landlord approval. Within five (5) business
days after their receipt of such working drawings and specifi-

B-2
<PAGE> 56

cations, each party shall notify the Tenant's Architect and the other party in
writing as to whether it approves or disapproves such working drawings and
specifications. Should the working drawings and specifications (or parts
thereof) be disapproved by either party, the party, in its notice of
disapproval, shall specify, in reasonable detail, the reasons for its
disapproval. The Tenant's Architect will revise the material and resubmit the
same to Landlord and Tenant for their review and approval. Within five (5) days
after their receipt of the revised material, each party shall notify the other
and the Tenant's Architect in writing as to whether it approves or disapproves
of the revised material. The foregoing process will be repeated (within the time
periods permitted) until such time as both Landlord and Tenant have approved the
working drawings and specifications. Upon approval of the working drawings and
specifications, they will be deemed to be the "Approved Plan" for the phase in
question.

3. Tenant shall select the general contractor (the "Contractor") who
will perform the Leasehold Improvements. Tenant's selection of the Contractor
shall be subject to Landlord's written approval, which approval shall not be
unreasonably withheld, conditioned or delayed.

E. RIGHT AND OBLIGATIONS OF LANDLORD

1. Landlord is permitted to make periodic inspections of the Premises
during construction provided that such inspections are made during reasonable
business hours. Tenant shall not be liable for any damage or injury sustained by
Landlord, or any of Landlord's agents, representatives or employees arising from
Landlord's entry upon the Premises during the construction of the Leasehold
Improvements.

2. Whenever this Exhibit requires an act by Tenant or a plan, contract
or other construction related document related to the Leasehold Improvements
(the "Construction Document"), to be approved by Landlord, such approval shall
not be unreasonably withheld, conditioned or delayed. The failure of Landlord to
notify Tenant within the time period specified (or if no period is specified
within five (5) business days after Tenant's request for Landlord's approval),
shall constitute Landlord's approval of the Construction Document in question.
Whenever Landlord withholds its approval, Landlord shall provide Tenant with an
explanation of why the approval is being withheld and/or what corrective actions
must be taken so that Landlord may approve the Construction Document in
question. Each party agrees to use good faith efforts to resolve any conflict or
disagreement.

F. TENANT'S RIGHTS

In its performance of the Leasehold Improvements, Tenant shall have the
right to take such actions and utilize such facilities as are customarily and
reasonably taken and utilized in the construction of comparable space, subject
to such customary and reasonable restrictions as Landlord may adopt in the
prudent management of the Building. Tenant shall not be charged for the use of
utilities, elevators, loading docks, and similar Building facilities in the
construction of the Leasehold Improvements. No fees of any manner shall be
charged by Landlord for its review of plans and drawings or any supervision or
inspection of the Leasehold Improvements. Landlord shall cause any of its
contractors working in the Building to work in harmony with Tenant and the
Contractor, and Landlord shall not knowingly permit any other contractors to
interfere with the performance of the Leasehold Improvements.

B-3
<PAGE> 57

[THE DOCUMENT INCLUDES AS EXHIBIT C A SQUARE FOOT CHART SHOWING VARIOUS
MEASURES OF USABLE SPACE ON EACH FLOOR.]

B-4
<PAGE> 58

EXHIBIT "D" TO LEASE

DATED August 12, 1993

BETWEEN

HYATT PLAZA LIMITED PARTNERSHIP (Landlord)

and

AMERICAN MANAGEMENT SYSTEMS, INC.

(Tenant)

CLEANING SPECIFICATIONS

SPECIFICATIONS

AREAS: The entire premises, including all office space, entrance
lobby(ies), basement areas, loading platforms), receiving areas,
landings/steps, public halls, stairways, lavatories, passageways
and elevator cabs.

PART A - DAILY SERVICES

1. Toilet Rooms

Rest rooms are to receive complete cleaning and sanitation each night
according to the specifications listed below:

a. Commodes and Urinals: Commodes shall be washed inside and outside
including under the lips of each bowl. All seats shall be washed. This
work shall be performed using an approved disinfectant cleanser. All
bright metal shall be cleaned and, dry polished. Deodorant blocks shall
not be used in the urinals.

b. Washbasins: Washbasins shall be washed inside and outside using an
approved disinfectant cleanser. All bright metal fixture units and
plumbing shall be dry polished.

c. Stall Partitions: All stall partitions shall be damp cleaned using an
approved disinfectant cleanser. Special attention shall be given to
urinal partitions.

d. Entrance Doors: All entrance doors, including stops, jambs, and frames
shall be cleaned.

e. Mirrors and Lights: All mirrors and lights immediately above mirrors
shall be cleaned. Burned out lights shall be reported to the maintenance
department.

f. Couches and Chairs: Lather or vinyl couches and chairs shall be damp
cleaned. All vanity chairs, stools and other furniture shall be treated
in a like manner.

D-1
<PAGE> 59

g. Sanitary Napkin Disposal Containers: All sanitary napkin containers
shall be emptied, damp cleaned with an approved disinfectant cleanser
and provided with a new paper bag liner daily.

h. Installation of Supplies: All supplies such as toilet tissue, paper
towels, liquid hand soap and bar soap is to be replenished. Insure that
proper liquid soap is used in dispensers to avoid malfunction (dilute
with water if necessary to prevent clogging). Periodically, clean
operating mechanisms and replace liquid soap supply in each dispenser to
insure proper operation.

i. Mosaic Floors: - Pick up loose paper and trash
- Sweep all floors
- Wet mop floors, using an approved disinfectant
cleanser

j. Walls: Wash/clean walls around soap dispensers, towel containers, and
light switches as required to maintain clean/bright appearance.

k. Traps and Floor Drains: Shall be maintained free from odor at all times.
Periodically, water shall be poured down through these traps/floor
drains to insure vapor seal.

NOTE: No harsh or abrasive cleaner shall be used without consulting the
Property Manager.

2. Room Cleaning

Executive Offices - Private Offices - Semi-Private Offices -
Reception Areas - Conference Rooms - General Offices

The areas stated above are to receive complete general cleaning daily
according to the specifications listed below.

a. Wastepaper and Trash Containers: All trash containers shall be emptied
and returned to original locations. Plastic liners shall be used in
trash containers and changed as necessary for appearance and sanitation.
Trash containers shall be periodically washed, for appearance and
sanitation. All trash collected shall be deposited in exterior bulk
trash containers provided by the Property Manager. Doors on these
containers shall be kept closed when not in use. Any spills occurring
during emptying of trash shall be cleaned up immediately (inside or
outside), and related stains shall be washed/shampooed as required.

b. Entrances to Executive Offices and Entrances to of Office Areas on
Various Floors: All glass doors, plate glass side panels and mirrors,
including metal frames, stops, jambs shall be cleaned as necessary.

c. Ash Trays: All ash trays shall be emptied. Ash trays shall then be wiped
clean with a damp cloth to remove stains and odors.

D-2
<PAGE> 60

d. Desks and Chairs: Wood desks shall be thoroughly dusted with a treated
dust cloth and oiled/waxed as required. Metal desks shall be damp wiped
as necessary to remove spots and stains, including front and side
vertical surfaces. All glass desk tops will be damp cleaned. Papers on
desks shall not be disturbed. All chairs shall be dusted or vacuumed
from top to bottom, as required.

e. File and Storage Cabinets: All file and storage cabinets shall be
thoroughly dusted with a treated dust cloth. Cabinets lined in a row
shall be dusted along the horizontal and vertical surface of each
cabinet. Spill stains shall be damp cleaned when required.

f. Tables and Lamps: Tables shall be treated in a like manner as desks.
Lamps shall be dusted thoroughly, using a treated dust cloth. When
dusting lamp shades, be certain that cloth is not laden with dust. Cloth
lamp shades shall be vacuumed with a soft brush type tool.

g. Hand Dust/Clean the following using a treated dust cloth:

- Window Sills
- Pictures and Frames
- Counters
- Radiator and Fan Coil Unit enclosures (damp clean as required)
- Ledges and Shelves under six feet
- Doors, Jambs and Stops (particularly along top/horizontal surface)
- Pushplates and Kickplates
- Coat rack and trees
- Telephones, all types including office and telephones in booths
- Panel boxes, Fire extinguishers and cabinets, and fire hose
cabinets/enclosures

h. Vinyl (Resilient) Tile Floors: All resilient tile floors shall be dusted
with a treated dust mop. All spillage will be removed, including damp
mop cleaning when required. (Spray buff floor, using a commercial floor
polishing machine, synthetic fiber pad and an approved acrylic polymer
finish as required to maintain gloss).

i. Carpets: All carpets shall be thoroughly vacuumed. Special attention
will be paid to all spills, spots and adherents for removal. Spot clean
carpeting as required.

j. Glass Partitions: All glass partitions will be washed to remove
fingermarks and smudges.

3. Other Cleanable Areas

Main Entrance Lobby - Elevators - Corridors - Snack Bars Stairways, Landings,
Loading Platforms, and Receiving Rooms

The areas listed above are to receive complete daily cleaning as prescribed in
paragraphs A I and 2 above and specialty cleaning according to the
specifications listed below.

D-3
<PAGE> 61

a. Main Entrance Lobby: All hard surface floors shall be thoroughly cleaned
and non-slip floor finish applied as necessary. (Spray buff floor, using
a commercial floor polishing machine, synthetic fiber pad and an
approved acrylic polymer finish as required to maintain gloss). All
entrance door glass shall be cleaned. Area mats shall be removed and
thoroughly cleaned and returned to their original location. Carpet areas
shall be vacuumed and spot cleaned as necessary.

b. Elevators: Interior walls and ceilings shall be dusted with a treated
dust cloth and spot cleaned as required. All carpets shall be vacuumed
and stains removed when possible. Telephone boxes shall be checked and
cleaned of any trash/ashes, etc.

c. Corridors/Snack Bars:

(1) Carpeted areas shall be vacuumed and all stains removed when
possible. Resilient flooring shall be swept and damp mopped to
remove spillage. (Spray buff floor, using a commercial floor
polishing machine, synthetic fiber pad and an approved acrylic
polymer finish as required to maintain gloss).

(2) All refuse, trash and garbage from snack bars and vending
machine areas shall be collected and removed from the building.
Cans used for collection of food remnants shall be periodically
washed inside and out.

d. Water Fountains: To insure a clean, health condition at the water
fountains, the dispensing area shall be washed, cleaned and polished.

e. Stairways: Stair landings and steps shall be swept or vacuumed. Hand
railing, ledges, grilles, fire apparatus and doors shall be dusted.
Spills shall be wiped up daily. Spray buff resilient flooring as
required to maintain gloss.

f. Outside Entrances: Landings and steps shall be swept. Both sides of
entrance glass shall be cleaned. Kick plates and push bars shall be
cleaned and polished.

g. Loading Platforms/Receiving Rooms: Loading dock areas, platforms and
receiving rooms shall be swept daily and damp mopped as required.

PART B - WEEKLY SERVICES

1. Toilet Rooms

Damp clean and dry polish tile walls.

2. Room Cleaning

a. Vertical Surfaces:

(1) Wood wall paneling in Executive Offices shall be dusted
using a treated dust cloth.

D-4
<PAGE> 62

(2) Dust vertical surfaces of cabinets, files, etc.

(3) All woodwork, doors, walls (including stairwells (,shall be
spot cleaned to remove smudges/spills etc.

b. Other

(1) Air conditioning return air grills shall be cleaned
(vacuumed if necessary).

(2) Vacuum all upholstered furniture and clean any leather
furniture with a treated cloth.

3. Other Cleanable Areas

Stairways and Landings: All stairways and landings shall be damp mopped
weekly. Dust light fixtures and exposed pipes in stairwells.

PART C - MONTHLY SERVICES

1. Toilet Rooms

Dust all high areas and vacuum exhaust grills.

2. Rooms Cleaning

a. Vertical surfaces and under surfaces (knee wells, chair rungs,
table legs, etc.,) shall be thoroughly dusted and all glass in
doors, partitions, pictures, and bookcases shall be damp-wiped.
Dust walls and horizontal surfaces over six feet high.

b. Venetian Blinds: Venetian blinds will be dusted in place with a
treated dust cloth or venetian blind tool.

3. Other Cleanable Areas

Elevators: Carpet shall be lifted where appropriate, and flooring swept
and damp mopped.

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<PAGE> 63

EXHIBIT "E" TO LEASE

DATED August 12, 1993

BETWEEN

HYATT PLAZA LIMITED PARTNERSHIP
(Landlord)

and

AMERICAN MANAGEMENT SYSTEMS, INC.
(Tenant)

HVAC SPECIFICATIONS

The Building HVAC system consists of floor-by-floor variable air volume
air handling units. The typical floor unit provides nominal cooling capacity
of approximately 78 tons. The air handling units are served by two cooling
towers with a total nominal tonnage of 1,120. There is a spare capacity in
the condenser water system of approximately 300 tons to more than handle any
supplemental cooling that may be required within the building for special
areas, such as computer rooms or training labs.

The air is distributed throughout each floor through VAV boxes with
maximum perimeter zones of 1,600 CFM and maximum interior zones of 1,800 CFM.
Heat is provided through electric reheat coils in the VAV boxes, which is
supplemented in certain areas by baseboard heat as well.

The Building is controlled by the EMS which is designed to turn
equipment off and on in the most energy and cost efficient manner. The system
also provides for after hours usage by each tenant through an access code that
can be implemented via a touch tone phone.

Subject to any limitations imposed by governmental authorities having
jurisdiction thereover, the HVAC equipment shall maintain an indoor temperature
of 76 degrees FDB in the summer, so long as the Washington National Airport
outdoor temperature is below 93 degrees FDB and 76 degrees FWB, and of 70
degrees FDB in the winter, so long as the Washington National Airport outdoor
temperature is above 14 degrees FDB.

The Building system also contains toilet exhaust, general exhaust, smoke
exhaust and elevator and stairwell pressurization systems to meet local fire
codes.

E-1

<PAGE> 64

EXHIBIT "F" TO LEASE

DATED August 12, 1993

BETWEEN

HYATT PLAZA LIMITED PARTNERSHIP
(Landlord)

and

AMERICAN MANAGEMENT SYSTEMS, INC.
(Tenant)

BARRIER REMOVAL PROGRAM

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
PLANNED
ELEMENT BARRIER LOCATION CORRECTIONS
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
2.0 Insufficient amount and/or Parking Lot At next planned lot
style of accessible parking resurfacing/restriping
spaces
- -------------------------------------------------------------------------------

3.0 Curb ramp needs detectable East Footnote 1
warnings Entrance
- -------------------------------------------------------------------------------

4.0 Inaccessible entrance needs West Footnote 1
directional signage Entrance
- -------------------------------------------------------------------------------

8.0 Floor buttons need braille All Cabs Footnote 1
designations
- -------------------------------------------------------------------------------

10.0 Door closers do not meet ADA Rest Rooms, In process during
requirements for maximum Corridor 1993
opening force Doors
- -------------------------------------------------------------------------------

12.3 Urinals mounted above All Rest Footnote 1
maximum height (24" vs. 17") Rooms
- -------------------------------------------------------------------------------

15.0 No AV devices in rest rooms All Rest Footnote 1
Rooms
- -------------------------------------------------------------------------------
</TABLE>

F-1

<PAGE> 65

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
PLANNED
ELEMENT BARRIER LOCATION CORRECTIONS
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
17.0 Public telephone needs First Floor At next scheduled
volume controls and signage Corridor replacement of
per ADA standard wall finishes in
this area
----------------------------------------------------------------
Public telephone mounted First Floor At next scheduled
above maximum allowable Corridor replacement of
height wall finishes in
this area
- ----------------------------------------------------------------------------
</TABLE>

Footnote 1: All items with this footnote are being remedied gradually, taking
into consideration priority of barrier as well operational and
budget considerations. It is the intent to have all these
barriers eliminated by not later than 1995.

F-2

<PAGE> 66

EXHIBIT "G" TO LEASE

DATED August 12, 1993

BETWEEN

HYATT PLAZA LIMITED PARTNERSHIP
(Landlord)

and

AMERICAN MANAGEMENT SYSTEMS, INC.
(Tenant)

RULES AND REGULATIONS

This Exhibit "G" is attached to and made a part of that Office Lease
Agreement dated August 12, 1993 (the "Lease"), between HYATT PLAZA LIMITED
PARTNERSHIP ("Landlord"), and AMERICAN MANAGEMENT SYSTEMS, INC. ("Tenant").
Unless the context otherwise requires the terms used in this Exhibit that are
defined in the Lease shall have the same meanings as provided in the Lease.

The following rules and regulations have been formulated for the safety
and well-being of all tenants of the Building and to ensure compliance with
governmental and other requirements. Any continuing violation of these rules
and regulations by Tenant shall constitute a Default by Tenant under the Lease.

Landlord may, upon request of any Tenant, waive compliance by such
Tenant with any of the following rules and regulations, provided (i) no waiver
shall be effective unless signed by Landlord; (ii) any such waiver shall not
relieve such Tenant from the obligation to comply with such rule or regulation
in the future unless otherwise agreed to by Landlord; (iii) no waiver granted
to any Tenant shall relieve any other tenant from the obligation of complying
with these rules and regulations, unless such other tenant has received a
similar written waiver from Landlord; and (iv) any such waiver by Landlord
shall not relieve Tenant from any liability to Landlord for any loss or damage
occasioned as a result of Tenant's failure to comply with any rule or
regulation.

1. Sidewalks, plaza areas, entrances, courts, elevators, stairways,
corridors and all other public areas of the Building shall not be obstructed or
encumbered by any tenant or used for any purpose other than ingress and egress
to and from the premises of such tenant.

2. No awnings or other projections shall be attached to the outside wall
or windows of the Building. No curtains, blinds, shades, or screens (other than
those furnished as part of the

G-1
<PAGE> 67

Leasehold Improvements or approved by Landlord as part of an Alteration) shall
be attached to or hung in, or used in connection with, any window or door of the
premises of any tenant.

3. Except as otherwise permitted by Sections 24.01, 24.02 and 24.04 of
the Lease, no showcases or other articles shall be put in front of or affixed to
any part of the exterior of the Building, nor placed in the corridor, or other
public areas of the Building.

4. Plumbing fixtures and appliances shall be used only for the purposes
for which they were constructed, and no sweepings, rubbish, rags, or other
substances (including, without limitation, coffee grounds) shall be thrown
therein. The cost of repairing any stoppage or damage resulting from misuse of
such fixtures by a tenant or such tenant's servants, employees, agents,
visitors, or licensees, shall be paid by such tenant.

5. No tenant shall bring or keep, or permit to be brought or kept, any
inflammable, combustible, or explosive fluid, materials, chemical, or substance
in or about its premises; however, substances used in modern offices may be
brought into and stored (in reasonable quantities) in the Premises.

6. Except for paintings or other typical wall hangings, no tenant shall
mark, paint, drill into, or in any way deface, any part of the Building or its
premises. No boring, cutting, or stringing of wires shall be permitted unless
approved as part of an Approved Plan.

7. No cooking shall be done or permitted in the Building by any tenant,
except for that which is consistent with an employee kitchen within the
premises. No tenant shall cause or permit any unusual or objectionable odors to
emanate from its premises.

8. Neither the whole nor any part of the premises of any tenant shall be
used for manufacturing, for the storage of. merchandise, or for the sale or
exchange of merchandise, goods, or property of any kind.

9. Tenants shall not construct, maintain, use, or operate within their
respective premises any electrical device, wiring, or apparatus in connection
with a loud-speaker system or other sound system, except as reasonably required
as part of a communication system approved prior to the installation thereof by
Landlord. No such loud-speaker system shall be constructed, maintained, used or
operated outside of the premises.

10. No tenant shall make, or permit to be made, any unseemly or disturbing
noises or disturb or interfere with other tenants or occupants of the Building
or neighboring buildings whether by the use of any musical instrument, radio,
television, or other audio device, whistling, singing, or in any other way.
Nothing shall be thrown out of any doors, windows, or any passageways.

11. Except as permitted by the Lease, no additional locks or bolts of any
kind shall be placed upon any of the doors or windows by and tenant, nor shall
any changes be made in any existing locks or the locking mechanisms therein,
without landlord's approval. The doors leading to the corridors or main halls
shall be kept closed during business hours except as they may

G-2
<PAGE> 68

be used for ingress or egress. Each tenant shall, upon the termination of its
tenancy, restore to Landlord all keys of offices and storage and toilet rooms
either furnished to, or otherwise procured by, such tenant. In the event of the
loss of any keys so furnished, such tenant shall pay to Landlord the replacement
cost thereof.

12. The normal hours of operation of the Building shall be 7:00 a.m. to 6
p.m. Monday through Friday, and 8 a.m. to 1 p.m. on Saturdays, customary legal
holidays excluded.

13. No tenant shall use or occupy or permit any portion of its premises to
be used or occupied as an employment bureau or for the storage, manufacture, or
sale of liquor, narcotics, or drugs. Tenants may, however, have small quantities
of liquor or beer used for entertaining purposes. No tenant shall engage or pay
any employees in the Building, except those actually working for such tenant in
the Building, nor advertise for laborers giving an address at the Building.

14. Landlord reserves the right to exclude from the Building at all times
any person who is not known or does not properly identify himself to the
Building management or watchman on duty, Landlord may at its option, require all
persons admitted to or leaving the Building between the hours of 6 p.m. and 7:00
a.m., Monday through Friday, and at any hour on Saturdays, Sundays, and legal
holidays, to register. Each Tenant shall be responsible for all persons for whom
it authorizes entry into the Building, and shall be liable to Landlord for all
acts or omissions of such persons.

15. Each tenant, before closing and leaving its premises at any time,
shall lock all entrance doors and turn off all lights and electrical appliances.

16. No premises shall be used, or permitted to be used, for lodging or
sleeping or for any immoral or illegal purpose.

17. Landlord's employees shall not perform, and shall not be requested by
any tenant to perform, any work outside of their regular duties, unless under
specific instructions from the office of Landlord. The requirements of tenants
will be attended to only upon application to Landlord, and any such special
requirements shall be billed to tenants (and paid when the next installment of
rent is due) in accordance with the schedule of charges maintained by Landlord
from time to time or at such charge as is agreed upon in advance by Landlord and
such tenant.

18. Canvassing, soliciting, and peddling in the Building are prohibited,
and each tenant shall cooperate in seeking their prevention.

19. Except for trained animals assisting persons with disabilities, no
animals of any kind shall be brought into or kept about the Building by any
tenant.

20. No vending machines for commercial or public use shall be permitted to
be placed or installed in any part of the Building by any Tenant. Tenant may
have vending machines in kitchen or other non-public areas of the Premises
and/or employee kitchen areas so long as (i) such machines are not available for
use by the general public; (ii) Landlord has approved such

G-3
<PAGE> 69

machines and (iii) the machines are not visible to the exterior of the Premises
or the Building. Landlord reserves the right to place or install vending
machines in any of the public areas of the Building.

21. No plumbing or electrical fixtures shall be installed by any Tenant
without the written consent of Landlord.

22. Bicycles, motorcycles, or any other type of vehicle shall not be
brought into the lobby or elevators of the Building or into the premises of any
tenant.

23. Landlord has the right to evacuate the Building in event of emergency
or catastrophe.

24. Landlord reserves the right to rescind any of these Rules and
Regulations and make such other and further rules and regulations as in the
judgment of Landlord shall from time to time be needed for the safety,
protection, care, and cleanliness of the Building, the operation thereof, the
preservation of good order therein, and the protection and comfort of its
tenants, their agents, employees, and invitees, which Rules and Regulation when
made and notice thereof given to a Tenant shall be binding upon him in like
manner as if originally herein prescribed.

G-4
<PAGE> 70

EXHIBIT "H" TO LEASE

DATED August 12, 1993

BETWEEN

HYATT PLAZA LIMITED PARTNERSHIP
(Landlord)

and

AMERICAN MANAGEMENT SYSTEMS, INC.
(Tenant)

SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT

THIS AGREEMENT is dated the _____ day of _____________, 19__, and is
made between THE AETNA CASUALTY AND SURETY COMPANY or one or more of its
affiliates or designees ("Mortgagee"), and _________________________________
________ ("Tenant").

RECITALS:

(a) Tenant has entered into a certain lease ("Lease") dated
_________________ with _______________________________________ as lessor
("Landlord"), covering certain premises known as ____________________________
_____________ and located in ________________________________________________
___ (the "Demised Premises"); and

(b) Mortgagee has agreed to make a mortgage loan in the amount of
___________________________________ Dollars ($________) (the "Mortgage") to the
Landlord, secured by the Demised Premises, and the parties desire to set forth
their agreement herein.

NOW, THEREFORE, in consideration of the Demised Premises and of the sum
of ONE DOLLAR ($1.00) by each party in hand paid to the other, the receipt of
which is hereby acknowledged, the parties hereby agree as follows:

1. Said Lease is and shall be subject and subordinate to the
Mortgage insofar as it affects the real property of which the Demised Premises
for a part, and to all renewals, modifications, consolidations, replacements and
extensions thereof, to the full extent of amounts secured thereby and interest
thereon.

2. Tenant agrees that it will attorn to and recognize any purchaser
at a foreclosure sale under the Mortgage, any transferee who acquires the
Demised Premises by deed in lieu of foreclosure, and the successors and assigns
of such purchaser(s), as its landlord for the unexpired

H-1
<PAGE> 71

balance (and any extensions, if exercised) of the term of said Lease upon the
same terms and conditions set forth in said Lease.

3. If it becomes necessary to foreclose the Mortgage, Mortgagee
will not terminate said lease nor join Tenant in summary or foreclosure
proceedings so long as Tenant is not in default under any of the terms,
covenants, or conditions of said Lease.

4. If Mortgagee succeeds to the interest of Landlord under the
Lease, Mortgagee shall not be:

a. liable for any act or omission of any prior landlord
(including Landlord); or

b. liable for the return of any security deposit; or

c. subject to any offsets or defenses which Tenant might
have against any prior landlord (including Landlord); or

d. bound by any rent or additional rent which Tenant might
have paid for more than the current month to any prior landlord (including
Landlord); or

e. bound by any amendment or modification of the Lease made
without its consent.

5. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their successors and assigns.

6. Tenant agrees to give Mortgagee, by registered mail, a copy of
any notice of default served upon the Landlord, provided that prior to such
notice Tenant has been notified in writing (by way of Notice of Assignment of
Rents and Leases, or otherwise), of the address of such Mortgagee. Tenant
further agrees that if Landlord shall have failed to cure such default within
the time provided for in this Lease, then the Mortgagee shall have an additional
sixty (60) days within which to cure such default or if such default cannot be
cured within that time, then such additional time as may be necessary to cure
such default shall be granted if within such sixty (60) days Mortgagee has
commenced and is diligently pursuing the remedies necessary to cure such default
(including, but not limited to, commencement of foreclosure proceedings, if
necessary to effect such cure), in which event the Lease shall not be terminated
while such remedies are being so diligently pursued.

H-2

<PAGE> 72

IN WITNESS WHEREOF, the parties hereto have executed these presents as
of the day and year first above written.

Mortgagee:
- --------------------------------- -----------------------------
Date
By:
------------------------------------
Its:

Address: c/o AEtna Realty Investors, Inc.
242 Trumbull
Hartford, CT 06156

Tenant:
- --------------------------------- -----------------------------
Date
By:
------------------------------------
Its:

H-3

<PAGE> 73
FIRST AMENDMENT TO OFFICE LEASE AGREEMENT

THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (the "First Amendment")
is made and entered into this day ___ of _________, 1994 (the "Effective
Date"), by and between HYATT PLAZA LIMITED PARTNERSHIP, a Virginia limited
partnership ("Landlord"), and AMERICAN MANAGEMENT SYSTEMS, INC., a Delaware
corporation ("Tenant"), with reference to the following:

RECITALS:

A. Pursuant to an Office Lease Agreement dated August 12, 1993,
by and between Landlord and Tenant (the "Lease"), Landlord has leased to Tenant
certain premises located at 12701 Fair Lakes Circle, Fairfax, Virginia, as more
particularly described therein. All capitalized terms used herein, unless
specifically defined, shall have the same meaning and definition as used in the
Lease.

B. Landlord and Tenant have agreed to amend the certain terms and
provisions of the Lease as hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant
agree as follows:

1. Under Tenant's Right of First Refusal option, Landlord and
Tenant have agreed to expand the Premises to include an additional 7,926 square
feet of Rentable Area located on the ninth (9th) floor of the Building (the
"Additional Space"), as more particularly shown on Exhibit "A" attached hereto
and made a part hereof by this reference. Base Rent for the Additional Space
("Additional Space Base Rent") shall be at the rate of $16.50 per square foot
of Rentable Area, or the sum of $130,779.00 per year ($10,898.25 per month),
adjusted as hereinafter set forth. Tenant shall lease the Additional Space in
its "as is" and "where as" condition, and Landlord shall have no obligation to
make any improvements as a condition of Tenant's acceptance thereof. Tenant's
lease of the Additional Space shall commence on May 1, 1995 (the "Additional
Space Commencement Date") and shall terminate on April 30, 2000 (the
"Additional Space Expiration
<PAGE> 74
Date"). Provided, however, that Tenant shall have the right to commence
renovation of the Additional Space prior to the Additional Space Commencement
Date with Landlord's prior written approval. Any entry upon the Additional
Space prior to the Additional Space Commencement Date shall be subject to all
of the terms and conditions of the Lease, as amended; however, Tenant's
obligations to pay Additional Space Rent hereunder shall commence on the
Additional Space Commencement Date. Tenant's renovation of the Additional
Space shall be at Tenant's sole expense, and in accordance with the terms and
provisions of Exhibit "B" to the Lease. On or before the Additional Space
Expiration Date, Tenant shall surrender possession of the Premises to Landlord
in accordance with the terms of the Lease.

2. Commencing on January 1, 1996 and thereafter throughout the
Additional SpaceTerm (as hereinafter defined) Tenant shall pay on a monthly
basis, without demand, as Additional Rent for the Additional Space, Tenant's
Proportionate Share of the amount by which Operating Expenses exceed the Base
Operating Expenses. The Base Year with respect to the Additional Space shall
be 1995.

3. (a) As used in the following paragraphs, the following terms
shall be deemed to refer to, and shall have the following meanings:

(1) Consumer Price Index or CPI: The Consumer
Price Index for All Urban Consumers (CPI-U) for Washington,D.C.-Md.-Va.
All Items(1982-84=100),published by the Bureau of Labor Statistics, United
States Department of Labor.

(2) Base CPI: The most recently published
Consumer Price Index as of the last day of the month immediately preceding the
Additional Space Commencement Date.

(3) CPI Adjustment Factor: Thirty percent (30%).

(b) During the Additional Space Term, the Additional
Space Base Rent shall be adjusted, pursuant to the terms of this Paragraph 2,
on the first day of January of each calendar year after the Additional Space
Commencement Date and on the first day of January annually thereafter during
the term of this First Amendment. The dates described in this Paragraph 2 for
computing the adjustment of Additional Space Base Rent are hereinafter
sometimes referred to
<PAGE> 75
collectively as "Rental Adjustment Dates" and singularly as a "Rental
Adjustment Date". All adjustments to Additional Space Base Rent required by
this Paragraph 2 shall be made as follows:

(1)The Base CPI shall be subtracted from the CPI
for the month immediately preceding a Rental Adjustment Date to determine the
changes in the CPI for such period.

(2)The number computed in (1) above shall be
divided by the Base CPI to yield a percentage of increase in the CPI.

(3)The percentage of increase computed in (2) above
shall be multiplied by the CPI Adjustment Factor.

(4)The Additional Space Base Rent (which amount
shall remain constant for purposes of this calculation) shall be multiplied by
the percentage computed in (3) above.

(5)The number computed in (4) above shall be
added to the Additional Space Base Rent set forth in (4) immediately above and
the resulting sum will be adjusted rent (hereinafter the "Additional Space
Adjusted Rent") to be paid by the Tenant to Landlord, in advance, without
demand, in equal monthly installments, on the first day of each calendar month
until the next Rental Adjustment Date.

(c) In no event shall any adjustment made pursuant to
this Paragraph 2 ever result in an increase in the Adjusted Rent by more than
three percent (3%) of the Adjusted Rent in effect immediately prior to the
applicable Rental Adjustment Date, nor shall any adjustment made pursuant to
this Paragraph 2 ever result in a decrease in the Additional Space Adjusted
Rent below the Additional Space Rent payable and in effect for the preceding
calendar year. In the event of an adjustment which would otherwise cause a
decrease in the Additional Space Adjusted Rent, the Rent payable hereunder in
effect for the preceding year shall continue in effect until the next Rental
Adjustment Date. Adjustments to Rent shall be effective on the first day of
January each year.

(d) If (i) a significant change is made in the number or
nature (or both) of items used in determining the CPI, or (ii) the CPI shall be
discontinued for any reason, the Bureau of Labor Statistics shall be requested
to furnish a new index comparable to the CPI, together with
<PAGE> 76
information which will make possible the conversion to the new index in
computing the adjustment to Base Rent hereunder. If for any reason the Bureau
of Labor Statistics does not furnish such an index and such information,
Landlord and Tenant shall instead accept and use such other index or comparable
statistics on the cost of living in the Washington, D.C. -Md. -Va.
metropolitan area, that is computed and published by an agency of the United
States or a responsible financial periodical of recognized authority.

(e) Landlord shall provide Tenant with written notice of each
adjustment pursuant to this Paragraph 2, which notice shall provide the basis
upon which such adjustment has been calculated; provided, however, that if for
any reason Landlord does not notify Tenant of the amount of such adjustment
until after any Rental Adjustment Date, Tenant shall continue to pay the
Additional Space Base Rent or Adjusted Rent, as the case may be, payable prior
to the Rental Adjustment Date, and Tenant, within five (5) days following
Landlord's delivery of written notice of such adjustment, shall pay to Landlord
in a lump sum the amount of any increase in the Additional Space Base Rent
resulting from such adjustment for all months in the existing calendar year
prior to and including the month in which such notice of adjustment is received
and during the remainder of such year Tenant shall pay to Landlord the
Additional Space Adjusted Rent as set forth in such notice.

4. Tenant shall have the right to renew and extend the Additional
Space Term (the "Additional Space Term") with respect to the Additional Space
for one (1) Renewal Term (herein so called) upon and subject to the following
terms and conditions:

(a)Tenant may extend the Additional Space Term for one (1)
Renewal Term of four (4) years (such Renewal Term commencing on May 1, 2000 and
expiring concurrent with the Lease Term on February 29, 2004) by Tenant's
giving written notice thereof to Landlord no later than twelve (12) months
prior to the expiration of the original Additional Space Term. If Tenant does
not exercise its rights to a Renewal Term in a timely manner, Tenant's failure
shall conclusively be deemed a waiver of its rights to a Renewal Term.
<PAGE> 77
(b) The exercise by Tenant of its rights to a Renewal
Term must be made, if at all, by written notice executed by Tenant and
delivered to Landlord on or before the date set forth above. Once Tenant shall
exercise its rights to a Renewal Tenn, Tenant may not thereafter revoke such
exercise. Tenant shall not have the right to exercise a Renewal Tenn if
Tenant is in Default under the Lease, as amended, either at the time Tenant
gives notice of its election or immediately prior to the commencement of the
Renewal Term.

(c) Tenant shall take the Additional Space "as is" for
the Renewal Term and Landlord shall have no obligation to make any improvements
or alterations to the Additional Space.

(d) Base Rent per square foot of Rentable Area of the
Additional Space for the first year of the Renewal Term shall be the current
Base Rent, as adjusted, in effect on May 1, 2000. In no event shall the
Additional Space Base Rent for the first year of the Additional Space Renewal
Tenn be less than the Additional Space Base Rent in effect immediately prior to
the expiration of the original Additional Space Term.

(e) Subject to subparagraph (e) above, the leasing of the
Additional Space for the Renewal Term shall be upon the same terms and
conditions as are applicable for the original Additional Space Term, and shall
be upon and subject to all of the provisions of the Lease, including, without
limitations the obligation of Tenant to pay Tenant's Additional Rent under the
Lease.

5. From and after the Additional Space Commencement Date until
the Additional Space Expiration Date, the following terms used in the Lease
shall have the following ascribed meanings:

(a) Premises: Refers to the Rentable Area demised to Tenant
by the Lease (set forth therein) and to the Additional Space demised to Tenant
by this First Amendment, as more fully described and shown on the floor plan(s)
attached as Exhibit "A" hereto.

(b) Additional space: 7,926 square feet of Rentable Area
located on the ninth (9th) floor of the Building, subject to adjustment
pursuant to Paragraph 2 of this Amendment.
<PAGE> 78
(c) Additional Space Base Rent: $130,779.00 per year
($10,898.25 per month), based on $16.50 per square foot of Rentable Area of the
Premises, as adjusted.

(d) Additional Space Base Year. 1995.

(e) Tenant's Proportionate Share as to Additional Space:
3.14% subject to adjustment pursuant to Paragraph 2 of this First Amendment.

6. Except as expressly modified by this First Amendment, the
Lease remains unchanged and in full force and effect.

{Signatures appear on next page}

IN WITNESS WHEREOF, Landlord and Tenant have executed this First Amendment as
of the day and year first above written.

LANDLORD:
---------

HYATT PLAZA LIMITED PARTNERSHIP,
a Virginia limited partnership

By: Fair Lakes Hyatt Limited Partnership,
a Virginia general partnership, its
general partner

By: Fair Lakes of Virginia, Inc.,
a Virginia corporation

By:
--------------------------------
Name:
---------------------------
Its:
----------------------------

TENANT:
-------

AMERICAN MANAGEMENT
SYSTEMS, INC., a Delaware corporation

By:
--------------------------------
Name:
---------------------------
Its:
----------------------------
<PAGE> 79
[THE FOLLOWING PAGE INCLUDES AS EXHIBIT A A FLOOR PLAN OF THE ADDITIONAL SPACE]
<PAGE> 80
SECOND AMENDMENT TO OFFICE LEASE AGREEMENT

THIS SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (the "Second
Amendment") is made and entered into this 1st day of November, 1994 (the
"Effective Date"), by and between HYATT PLAZA LIMITED PARTNERSHIP, a Virginia
limited partnership ("Landlord"), and AMERICAN MANAGEMENT SYSTEMS, INC., a
Delaware corporation ("Tenant"), with reference to the following:

RECITALS:

A. Pursuant to an Office Lease Agreement dated August 12, 1993,
by and between Landlord and Tenant, as amended by that certain First Amendment
to Office Lease Agreement dated August 31, 1994 (collectively, the "Lease"),
Landlord has leased to Tenant certain premises located at 12701 Fair Lakes
Circle, Fairfax, Virginia, as more particularly described therein. All
capitalized terms used herein, unless specifically defined, shall have the same
meaning and definition as used in the Lease.

B. Landlord and Tenant have agreed to amend the certain terms and
provisions of the Lease as hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant
agree as follows:

1. Under Tenant's Right of First Refusal option, Landlord and
Tenant have agreed to expand the Premises to include an additional 5,175 square
feet of Rentable Area located on the tenth (10th) floor of the Building (the
"Additional Space"), as more particularly shown on Exhibit "A" attached hereto
and made a part hereof by this reference. Base Rent for the Additional Space
("Additional Space Base Rent") shall be at the rate of $16.50 per square foot
of Rentable Area, or the sum of $85,387.50 per year ($7,115.63 per month),
adjusted as hereinafter set forth. Tenant shall lease the Additional Space in
its "as is" and "where as" condition, and Landlord shall have no obligation to
make any improvements as a condition of Tenant's acceptance thereof. Tenant's
lease of the Additional Space shall commence on April 1, 1995 (the "Additional
Space

<PAGE> 81
Commencement Date") and shall terminate on March 30, 2000 (the "Additional
Space Expiration Date"). Provided, however, that Tenant shall have the right
to commence renovation of the Additional Space prior to the Additional Space
Commencement Date with Landlord's prior written approval. Any entry upon the
Additional Space prior to the Additional Space Commencement Date shall be
subject to all of the terms and conditions of the Lease, as amended; however,
Tenant's obligations to pay Additional Space Rent hereunder shall commence on
the Additional Space Commencement Date. Tenant's renovation of the Additional
Space shall be at Tenant's sole expense, and in accordance with the terms and
provisions of Exhibit "B" to the Lease. On or before the Additional Space
Expiration Date, Tenant shall surrender possession of the Premises to Landlord
in accordance with the terms of the Lease.

2. Commencing on January 1, 1996 and thereafter throughout the
Additional Space Term (as hereinafter defined) Tenant shall pay on a monthly
basis, without demand, as Additional Rent for the Additional Space, Tenant's
Proportionate Share of the amount by which Operating Expenses exceed the Base
Operating Expenses. The Base Year with respect to the Additional Space shall
be 1995.

3. (a) As used in the following paragraphs, the following terms
shall be deemed to refer to, and shall have the following meanings:

(1) Consumer Price Index or CPI: The Consumer
Price Index for All Urban Consumers(CPI-U)for Washington,D.C.-Md.-Va. All
Items(1982-84=100), published by the Bureau of Labor Statistics, United States
Department of Labor.

(2) Base CPI: The most recently published
Consumer Price Index as of the last day of the month immediately preceding the
Additional Space Commencement Date.

(3) CPI Adjustment Factor: Thirty percent (30%).

<PAGE> 82
thereafter during the term of this Second Amendment. The dates described in
this Paragraph 2 for computing the adjustment of Additional Space Base Rent are
hereinafter sometimes referred to collectively as "Rental Adjustment Dates" and
singularly as a "Rental Adjustment Date". All adjustments to Additional Space
Base Rent required by this Paragraph 2 shall be made as follows:

(1) The Base CPI shall be subtracted from the CPI
for the month immediately preceding a Rental Adjustment Date to determine the
changes in the CPI for such period.

(2) The number computed in (1) above shall be
divided by the Base CPI to yield a percentage of increase in the CPI.

(3) The percentage of increase computed in (2)
above shall be multiplied by the CPI Adjustment Factor.

(4) The Additional Space Base Rent (which amount
shall remain constant for purposes of this calculation) shall be multiplied by
the percentage computed in (3) above.

(5) The number computed in (4) above shall be
added to the Additional Space Base Rent set forth in (4) immediately above and
the resulting sum will be the adjusted rent (hereinafter the "Additional Space
Adjusted Rent") to be paid by the Tenant to Landlord, in advance, without
demand, in equal monthly installments, on the first day of each calendar month
until the next Rental Adjustment Date.

3
<PAGE> 83
Rental Adjustment Date. Adjustments to Rent shall be effective on the first
day of January each year.

(d) If (i) a significant change is made in the number or
nature (or both) of items used in determining the CPI, or (ii) the CPI shall be
discontinued for any reason, the Bureau of Labor Statistics shall be requested
to furnish a new index comparable to the CPI, together with information which
will make possible the conversion to the new index in computing the adjustment
to Base Rent hereunder. If for any reason the Bureau of Labor Statistics does
not furnish such an index and such information, Landlord and Tenant shall
instead accept and use such other index or comparable statistics on the cost of
living in the Washington, D.C.-Md.-Va. metropolitan area, that is computed and
published by an agency of the United States or a responsible financial
periodical of recognized authority.

(e) Landlord shall provide Tenant with written notice of
each adjustment pursuant to this Paragraph 2, which notice shall provide the
basis upon which such adjustment has been calculated; provided, however, that
if for any reason Landlord does not notify Tenant of the amount of such
adjustment until after any Rental Adjustment Date, Tenant shall continue to pay
the Additional Space Base Rent or Adjusted Rent, as the case may be, payable
prior to the Rental Adjustment Date, and Tenant, within five (5) days following
Landlord's delivery of written notice of such adjustment, shall pay to Landlord
in a lump sum the amount of any increase in the Additional Space Base Rent
resulting from such adjustment for all months in the existing calendar year
prior to and including the month in which such notice of adjustment is received
and during the remainder of such year Tenant shall pay to Landlord the
Additional Space Adjusted Rent as set forth in such notice.

(a) Tenant may extend the Additional Space Term for one
(1) Renewal Term of four (4) years (such Renewal Term commencing on April 1,
2000 and expiring concurrent with the

<PAGE> 84
Lease Term on February 29, 2004) by Tenant's giving written notice thereof to
Landlord no later than twelve (12) months prior to the expiration of the
original Additional Space Term. If Tenant does not exercise its rights to a
Renewal Term in a timely manner, Tenant's failure shall conclusively be deemed
a waiver of its rights to a Renewal Term.

(b) The exercise by Tenant of its rights to a Renewal
Term must be made, if at all, by written notice executed by Tenant and
delivered to Landlord on or before the date set forth above. Once Tenant shall
exercise its rights to a Renewal Term, Tenant may not thereafter revoke such
exercise. Tenant shall not have the right to exercise a Renewal Term if Tenant
is in Default under the Lease, as amended, either at the time Tenant gives
notice of its election or immediately prior to the commencement of the Renewal
Term.

(c) Tenant shall take the Additional Space "as is" for
the Renewal Term and Landlord shall have no obligation to make any improvements
or alterations to the Additional Space.

(d) Base Rent per square foot of Rentable Area of the
Additional Space for the first year of the Renewal Term shall be the current
Base Rent, as adjusted, in effect on April 1, 2000. In no event shall the
Additional Space Base Rent for the first year of the Additional Space Renewal
Term be less than the Additional Space Base Rent in effect immediately prior to
the expiration of the original Additional Space Term.

(e) Subject to subparagraph (e) above, the leasing of the
Additional Space for the Renewal Term shall be upon the same terms and
conditions as are applicable for the original Additional Space Term, and shall
be upon and subject to all of the provisions of the Lease, including, without
limitation, the obligation of Tenant to pay Tenant's Additional Rent under the
Lease.

5. From and after the Additional Space Commencement Date until
the Additional Space Expiration Date, the following terms used in the Lease
shall have the following ascribed meanings:

5
<PAGE> 85
(a) Premises: Refers to the Rentable Area demised to
Tenant by the Lease (set forth therein) and to the Additional Space demised to
Tenant by the First Amendment and the Additional Space demised to Tenant by
this Second Amendment, as more fully described and shown on the floor plan(s)
attached as Exhibit "A" hereto.

(b) Additional Space: 5,175 square, feet of Rentable Area
located on the tenth (10th) floor of the Building, subject to adjustment
pursuant to Paragraph 2 of this Amendment.

(c) Additional Space Base Rent: $85,387.50 per year
($7,115.65 per month), based on $16.50 per square foot of Rentable Area of the
Additional Space as adjusted.

(d) Additional Space Base Year. 1995.

(e) Tenant's Proportionate Share as to Additional Space:
2.05% subject to adjustment pursuant to Paragraph 2 of this Second Amendment.

6. Except as expressly modified by this Second Amendment, the
Lease remains unchanged and in full force and effect.

<PAGE> 86
IN WITNESS WHEREOF, Landlord and Tenant have executed this Second Amendment as
of the day and year first above written.

LANDLORD:
---------

HYATT PLAZA LIMITED PARTNERSHIP,
a Virginia limited partnership

By: Fair Lakes Hyatt Limited Partnership, a
Virginia general partnership, its general partner

By: Fair Lakes of Virginia, Inc., a Virginia
corporation

By: [SIG]
--------------------------------
Name:
-----------------------------
Its:
------------------------------

TENANT:
-------

AMERICAN MANAGEMENT SYSTEMS, INC.,
a Delaware corporation

By: /s/ Frank A. Nicolai
--------------------------------
Name: Frank A. Nicolai
-----------------------------
Its: Executive Vice President,
------------------------------
Secretary and Treasurer
------------------------------

7
<PAGE> 87
THIRD AMENDMENT TO OFFICE LEASE AGREEMENT

THIS THIRD AMENDMENT TO OFFICE LEASE AGREEMENT (this "Third Amendment") is made
and entered into this 2nd day of October 1995 (the "Effective Date"), by and
between HYATT PLAZA LIMITED PARTNERSHIP, a Virginia limited partnership
("Landlord"), and AMERICAN MANAGEMENT SYSTEMS, INC., a Delaware corporation
("Tenant"), with reference to the following:

RECITALS:

A. Pursuant to an Office Lease Agreement dated August 12, 1993,
by and between Landlord and Tenant, as amended by that certain (i) First
Amendment to Office Lease Agreement dated August 31, 1994 and (ii) Second
Amendment Office Lease Agreement dated November 1, 1994 (collectively, the
"Lease"), Landlord has leased to Tenant certain premises located at 12701 Fair
Lakes Circle, Fairfax, Virginia, as more particularly described therein. All
capitalized terms used herein, unless specifically defined, shall have the same
meaning and definition as used in the Lease.

B. Landlord and Tenant have agreed to amend the certain terms and
provisions of the Lease as hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant agree as
follows:

1. Under Tenant's Right of First Refusal option, Landlord and Tenant have
agreed to expand the Premises to include an additional 5,327 square feet of
Rentable Area located on the third (3rd) floor of the Building (the "Third
Amendment Space"), commonly known as Suite 320, as

<PAGE> 88
more particularly shown on Exhibit "A" attached hereto and made a part hereof
by this reference. Base Rent for the Third Amendment Space ("Third Amendment
Space Base Rent") shall be at the rate of $17.00 per square foot of Rentable
Area, or the sum of $90,559.00 per year ($7,546.58 per month), adjusted as
hereinafter set forth. Tenant shall lease the Third Amendment Space in its "as
is" and "where as" condition, and Landlord shall have no obligation to make any
improvements as a condition of Tenant's acceptance thereof. Notwithstanding,
Landlord agrees to provide Tenant with a Renovation Allowance of up to $5.00
per rentable square foot in the Third Amendment Space. Landlord shall
reimburse Tenant for approved improvements to the Third Amendment Space within
thirty (30) days after receipt of invoices from Tenant. Tenant's lease of
Third Amendment Space shall commence January 1, 1996 (the "Third Amendment
Space Commencement Date") and shall terminate on December 31, 2000 (the "Third
Amendment Space Expiration Date") (the "Third Amendment Space Initial Term").
Provided, however, that Tenant shall have the right to commence renovation of
the Third Amendment Space prior to the Third Amendment Space Commencement Date
and after October 1, 1995 with Landlord's prior written approval. Any entry
upon the Third Amendment Space prior to the Third Amendment Space Commencement
Date shall be subject to all of the terms and conditions of the Lease, as
amended; however, Tenant's obligations to pay Third Amendment Space Base Rent
and Third Amendment Space Additional Rent (as hereinafter defined) shall
commence on the Third Amendment Space Commencement Date. Tenant's renovation
of the Third Amendment Space shall be at Tenant's sole expense, and in
accordance with the terms and provisions of Exhibit "B" to the Lease. On or
before the Third Amendment Space Expiration Date, Tenant shall surrender
possession of the Premises to Landlord in accordance with the terms of the
Lease.

2. Commencing on January 1, 1997 and thereafter throughout the Third
Amendment Space Initial Term Tenant shall pay on a monthly basis, without
demand, as Additional Rent for the Third Amendment Space, 2.11% of the amount
by which Operating Expenses exceed the Adjusted Base Operating Expenses.
Adjusted Base Operating Expenses shall, for purposes of this Amendment, refer
to the Operating Expenses incurred during the 1996 calendar

2
<PAGE> 89
year. Such payments shall be made in accordance with Section 6.01 of the
Lease.

3. (a) As used in the following paragraphs, the following terms shall
be deemed to refer to, and shall have the following meanings:

(1) Consumer Price Index or CPI: The Consumer Price Index
for All Urban Consumers (CPI-U) for Washington, D.C.-Md.-Va. All Items
(1982-84=100), published by the Bureau of Labor Statistics, United States
Department of Labor.

(2) Base CPI: The most recently published Consumer Price
Index as of the last day of the month immediately preceding the Third Amendment
Space Commencement Date.

(3) CPI Adjustment Factor: Thirty percent (30%).

(b) During the Third Amendment Space Initial Term, the Third
Amendment Space Base Rent shall be adjusted, pursuant to the terms of this
Paragraph 3, on the first day of January of each calendar year after the Third
Amendment Space Commencement Date and on the first day of January annually
thereafter during the term of this Third Amendment. The dates described in
this Paragraph 3 for computing the adjustment of Third Amendment Space Base
Rent are hereinafter sometimes referred to collectively as "Rental Adjustment
Dates" and singularly as a "Rental Adjustment Date". All adjustments to Third
Amendment Space Base Rent required by this Paragraph 3 shall be made as
follows:

3
<PAGE> 90
(1) The Base CPI shall be subtracted from the CPI for the
month immediately preceding a Rental Adjustment Date to determine the changes
in the CPI for such period.

(2) The number computed in (1) above shall be divided by
the Base CPI to yield a percentage of increase in the CPI.

(3) The percentage of increase computed in (2) above
shall be multiplied by the CPI Adjustment Factor.

(4) The Third Amendment Space Base Rent (which amount
shall remain constant for purposes of this calculation) shall be multiplied by
the percentage computed in (3) above.

(5) The number computed in (4) above shall be added to
the Third Amendment Space Base Rent set forth in (4) immediately above and the
resulting sum will be the adjusted rent (hereinafter the "Third Amendment Space
Adjusted Rent") to be paid by Tenant to Landlord, in advance, without demand,
in equal monthly installments, on the first day of each calendar month until
the next Rental Adjustment Date.

(c) In no event shall any adjustment made pursuant to this
Paragraph 3 ever result in an increase in the Third Amendment Space Adjusted
Rent by more than three percent (3%) of the Third Amendment Space Adjusted Rent
in effect immediately prior to the applicable Rental

4
<PAGE> 91
Adjustment Date, nor shall any adjustment made pursuant to this Paragraph 3
ever result in a decrease in the Third Amendment Space Adjusted Rent below the
Third Amendment Space Base Rent and Third Amendment Space Additional Rent
payable and in effect for the preceding calendar year. In the event of an
adjustment which would otherwise cause a decrease in the Third Amendment Space
Adjusted Rent, the Rent payable hereunder in effect for the preceding year
shall continue in effect until the next Rental Adjustment Date. Adjustments to
Rent shall be effective on the first day of January each year.

(d) If (i) a significant change is made in the number or nature
(or both) of items used in determining the CPI, or (ii) the CPI shall be
discontinued for any reason, the Bureau of Labor Statistics shall be requested
to furnish a new index comparable to the CPI, together with information which
will make possible the conversion to the new index in computing the adjustment
to Base Rent hereunder. If for any reason the Bureau of Labor Statistics does
not furnish such an index and such information, Landlord and Tenant shall
instead accept and use such other index or comparable statistics on the cost of
living in the Washington, D.C. -Md. -Va. metropolitan area, that is computed
and published by an agency of the United States or a responsible financial
periodical of recognized authority.

5
<PAGE> 92
to pay the Third Amendment Space Base Rent or Adjusted Rent, as the case may
be, payable prior to the Rental Adjustment Date, and Tenant, within five (5)
days following Landlord's delivery of written notice of such adjustment, shall
pay to Landlord in a lump sum the amount of any increase in the Third Amendment
Space Base Rent resulting from such adjustment for all months in the existing
calendar year prior to and including the month in which such notice of
adjustment is received and during the remainder of such year Tenant shall pay
to Landlord the Third Amendment Space Adjusted Rent as set forth in such
notice.

4. Tenant shall have the right to renew and extend the Third Amendment
Space Initial Term (the "Third Amendment Space Renewal Term") with respect to
the Third Amendment Space for one (1) Renewal Term (herein so called) upon and
subject to the following terms and conditions:

(a) Tenant may extend the Third Amendment Space Initial Term for
one (1) Renewal Term of five (5) years (such Renewal Term commencing on January
1, 2001 and expiring on December 31, 2005 by Tenant's giving written notice
thereof to Landlord no later, than twelve (12) months prior to the expiration
of the Third Amendment Space Initial Term. If Tenant does not exercise its
rights to a Renewal Term in a timely manner, Tenant's failure shall
conclusively be deemed a waiver of its rights to a Renewal Term.

6
<PAGE> 93
revoke such exercise. Tenant shall not have the right to exercise a Renewal
Term if Tenant is in Default under the Lease, as amended, either at the time
Tenant gives notice of its election or immediately prior to the commencement
of the Renewal Term.

(c) Tenant shall take the Third Amendment Space "as is" for the
Renewal Term and Landlord shall have no obligation to make any improvements or
alterations to the Third Amendment Space.

(d) Base Rent per square foot of Rentable Area of the Third
Amendment Space for the first year of the Renewal Term shall be the current
Third Amendment Space Base Rent, as adjusted, in effect on January 1, 2001. In
no event shall the Third Amendment Space Base Rent for the first year of the
Third Amendment Space Renewal Term be less than the Third Amendment Space Base
Rent, as adjusted, in effect immediately prior to the expiration of the Third
Amendment Space Initial Term.

(e) Subject to subparagraph (d) above, the leasing of the Third
Amendment Space for the Renewal Term shall be upon the same terms and
conditions as are applicable for the Third Amendment Space Initial Term, and
shall be upon and subject to all of the provisions of the Lease, including,
without limitation, the obligation of Tenant to pay Tenant's Third Amendment
Space Additional Rent under the Lease.

5. From and after the Third Amendment Space Commencement Date until the
Third

7
<PAGE> 94
Amendment Space Expiration Date, the following terms used in the Lease shall
have the following ascribed meanings:

(a) Premises: Refers to the Rentable Area demised to Tenant by
the Lease (set forth therein) and to the space demised to Tenant by the First
Amendment, Second Amendment and the Third Amendment Space demised to Tenant by
this Third Amendment, as more fully described and shown on the floor plan(s)
attached as Exhibit "A" hereto.

(b) Third Amendment Space: 5,327 square feet of Rentable Area
located on the third (3rd floor of the Building, subject to adjustment pursuant
to Paragraph 2 of this Third Amendment.

(c) Third Amendment Space Renewal Term: Refers to the Third
Amendment Space Renewal Term, if exercised by Tenant pursuant to the terms and
conditions of this Third Amendment.

6. Except as expressly modified by this Third Amendment, the Lease
remains unchanged and in full force and effect.

[Signatures to appear on next page.]

8
<PAGE> 95
IN WITNESS WHEREOF, Landlord and Tenant have executed this Third Amendment as
of the day and year first above written.

LANDLORD:
---------

HYATT PLAZA LIMITED PARTNERSHIP,
a Virginia limited partnership

By: Fair Lakes Hyatt Limited Partnership, a
Virginia general partnership, its general
partner

By: Fair Lakes of Virginia, Inc.,
a Virginia corporation

By: /s/ Milton V. Peterson
-------------------------------
Name: Milton V. Peterson
------------------------------
Its: President
------------------------------

TENANT:
-------

AMERICAN MANAGEMENT SYSTEMS,
INC.,
a Delaware corporation

By: /s/ Frank A. Nicolai
-----------------------------------
Name: Frank A. Nicolai
--------------------------------
Its: Executive Vice President
-------------------------------
Secretary & Treasurer
-------------------------------

9
<PAGE> 96

EXHIBIT A

THIRD AMENDMENT SPACE FLOOR PLAN

[INCLUDES FLOOR PLAN OF PREMISES]

10
<PAGE> 97
FOURTH AMENDMENT TO OFFICE LEASE AGREEMENT

THIS FOURTH AMENDMENT TO OFFICE LEASE AGREEMENT (this "Fourth
Amendment") is made and entered into as of the 12th day of August, 1996 (the
"Effective Date"), by and between HYATT PLAZA LIMITED PARTNERSHIP, a Virginia
limited partnership ("Landlord"), and AMERICAN MANAGEMENT SYSTEMS, INC., a
Delaware corporation ("Tenant"), with reference to the following:

RECITALS:

A. Pursuant to an Office Lease Agreement dated August 12, 1993,
by and between Landlord and Tenant, as amended by that certain (i) First
Amendment to Office Lease Agreement dated August 31, 1994, (ii) Second
Amendment to Office Lease Agreement dated November 1, 1994 and (iii) Third
Amendment to Office Lease Agreement dated October 2, 1995 (collectively, the
"Lease"), Landlord has leased to Tenant certain premises located at 12701 Fair
Lakes Circle, Fairfax, Virginia, as more particularly described therein. All
capitalized terms used herein, unless specifically defined, shall have the same
meaning and definition as used in the Lease.

B. Landlord and Tenant have agreed to amend the certain terms and
provisions of the Lease as hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant agree as
follows:

1. Landlord and Tenant have agreed to expand the Premises to
include an additional 851 square feet of Rentable Area located on the third
(3rd) floor of the Building (the "Fourth Amendment Space"), commonly known as
Suite 365, as more particularly shown on Exhibit "A" attached hereto and made a
part hereof by this reference. Base Rent for the Fourth Amendment Space
("Fourth Amendment Space Base Rent") shall be as set forth below:

(i) From August 12, 1996 to August 31, 1997, $18.75 per
square foot of Rentable Area, or the sum of $15,956.25 per year
($1,329.69 per month), and

(ii) From September 1, 1997 to August 31, 1998, $19.22 per
square foot of Rentable Area, or the sum of $16,356.22 per year
($1,363.02 per month).

2. Tenant shall lease the Fourth Amendment Space in its "as is"
and "where is" condition, and Landlord shall have no obligation to make any
improvements as a condition of Tenant's acceptance thereof. Tenant's lease of
Fourth Amendment Space shall commence August 12, 1996 (the "Fourth Amendment
Space Commencement Date") and shall terminate August 31, 1998 (the "Fourth
Amendment Space Expiration Date") (the "Fourth Amendment Space Initial

<PAGE> 98
Term"). On or before the Fourth Amendment Space Expiration Date, Tenant shall
surrender possession of the Premises to Landlord in accordance with the terms
of the Lease.

3. Commencing on January 1, 1997 and thereafter throughout the
Fourth Amendment Space Initial Term, Tenant shall pay on a monthly basis,
without demand, as Additional Rent for the Fourth Amendment Space, .34% of the
amount by which Operating Expenses exceed the Adjusted Base Operating Expenses.
Adjusted Base Operating Expenses shall, for purposes of this Amendment, refer
to the Operating Expenses incurred during the 1996 calendar year. Such
payments shall be made in accordance with Section 6.01 of the Lease and
Paragraph 3 of the Third Amendment to the Lease.

4. Tenant shall have the right to renew and extend the Fourth
Amendment Space Initial Term (the "Fourth Amendment Space Renewal Term") with
respect to the Fourth Amendment Space for one (1) Renewal Term (herein so
called) upon and subject to the following terms and conditions:

(a) Tenant may extend the Fourth Amendment Space Initial
Term for one (1) Renewal Term of three (3) years, such Renewal Term commencing
on September 1, 1998 and expiring on August 31, 2001, by Tenant's giving
written notice thereof to Landlord no later than six (6) months prior to the
expiration of the Fourth Amendment Space Initial Term. If Tenant does not
exercise its rights to a Renewal Term in a timely manner, Tenant's failure
shall conclusively be deemed a waiver of its rights to a Renewal Term.

(c) Tenant shall take the Fourth Amendment Space "as is"
for the Renewal Term and Landlord shall have no obligation to make any
improvements or alterations to the Fourth Amendment Space.

(d) Base Rent per square foot of Rentable Area of the
Fourth Amendment Space for the first year of the Renewal Term shall be the
market rate for Fair Lakes as reasonably determined by Landlord for comparable
size space, and for Leases with comparable terms, conditions and concessions.
Such Base Rate shall be adjusted on September 1 of each subsequent year of the
Renewal Term by multiplying the Base Rent in effect on August 31 by 2.5% and
adding the product to the Base Rent then in effect. The Adjusted Base Rent
shall be in effect until the next adjustment date.

(e) Subject to subparagraph (d) above, the leasing of the
Fourth Amendment Space for the Renewal Term shall be upon the same terms and
conditions as are applicable for the Fourth Amendment Space Initial Term, and
shall be upon and subject to all of the provisions of

2
<PAGE> 99
the Lease, including, without limitation, the obligation of Tenant to pay
Tenant's Fourth Amendment Space Additional Rent under the Lease.

5. From and after the Fourth Amendment Space Commencement Date
until the Fourth Amendment Space Expiration Date, the following terms used in
the Lease shall have the following ascribed meanings:

(a) Premises: Refers to the Rentable Area demised to
Tenant by the Lease (set forth therein) and to the space demised to Tenant by
the First Amendment, Second Amendment, Third Amendment and Fourth Amendment
Space, demised to Tenant by this Fourth Amendment.

(b) Fourth Amendment Space: 851 square feet of Rentable
Area located on the third (3rd floor of the Building, subject to adjustment
pursuant to Paragraph 2 of this Fourth Amendment.

(c) Fourth Amendment Space Renewal Term: Refers to the
Fourth Amendment Space Renewal Term, if exercised by Tenant pursuant to the
terms and conditions of this Fourth Amendment.

(d) Rentable Area of the Premises:

Total------------------------------------ 103,515 square feet
</TABLE>

(e) Tenant's Proportionate Share as to the Fourth
Amendment Space: .34%

Except as expressly modified by this Fourth Amendment, the Lease
remains unchanged and in full force and effect.

3
<PAGE> 100
IN WITNESS WHEREOF, Landlord and Tenant have executed this Fourth
Amendment as of the day and year first above written.

LANDLORD:
---------

HYATT PLAZA LIMITED PARTNERSHIP,
a Virginia limited partnership

By: Fair Lakes Hyatt Limited Partnership, a
Virginia general partnership, its general partner

By: Fair Lakes of Virginia, Inc.,
a Virginia corporation
its general partner

By:
-----------------------------------
Name:
----------------------------------
Its:
-----------------------------------

TENANT:
-------

AMERICAN MANAGEMENT SYSTEMS, INC.,
a Delaware corporation

By:
------------------------------------
Name:
----------------------------------
Its:
-----------------------------------

4
<PAGE> 101
EXHIBIT A

FOURTH AMENDMENT SPACE FLOOR PLAN

[INCLUDES FLOOR PLANS OF THE PREMISES]

5
<PAGE> 102
FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT

THIS FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT (this "Fifth
Amendment") is made and entered into as of the 30th day of September, 1996 (the
"Effective Date"), by and between HYATT PLAZA LIMITED PARTNERSHIP, a Virginia
limited partnership ("Landlord"), and AMERICAN MANAGEMENT SYSTEMS, INC., a
Delaware corporation ("Tenant"), with reference to the following:

RECITALS:

A. Pursuant to an Office Lease Agreement dated August 12, 1993,
by and between Landlord and Tenant, as amended by that certain (i) First
Amendment to Office Lease Agreement dated August 31, 1994, (ii) Second
Amendment to Office Lease Agreement dated November 1, 1994, (iii) Third
Amendment to Office Lease Agreement dated October 2, 1995 and (iv) Fourth
Amendment to Office Lease Agreement dated August 12, 1996 (collectively, the
"Lease"), Landlord has leased to Tenant certain premises located at 12701 Fair
Lakes Circle, Fairfax, Virginia, 22033, as more particularly described therein.
All capitalized terms used herein, unless specifically defined, shall have the
same meaning and definition as used in the Lease.

B. Landlord and Tenant have agreed to amend the certain terms and
provisions of the Lease as hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant agree as
follows:

<PAGE> 103

1. As an exercise of Tenant's Right of First Refusal Option,
Landlord and Tenant have agreed to expand the Premises to include an additional
3,350 square feet of Rentable Area located on the first (1st) floor of the
Building (the "Fifth Amendment Space"), commonly known as Suite 160, as more
particularly shown on Exhibit "A" attached hereto and made a part hereof by
this reference. Base Rent for the Fifth Amendment Space ("Fifth Amendment
Space Base Rent") shall be as set forth below:

(i) From October 1, 1996 to September 30, 1997, $21.00
per square foot of Rentable Area, or the sum of $70,350.00 per year
($5,862.50 per month), and

(ii) From October 1, 1997 to September 30, 1998, $21.63
per square foot of Rentable Area, or the sum of $72,460.50 per year
($6,038.38 per month).

2. Tenant shall lease the Fifth Amendment Space in its "as is"
and "where is" condition, and Landlord shall have no obligation to make any
improvements as a condition of Tenant's acceptance thereof. Tenant's lease of
Fifth Amendment Space shall commence October 1, 1996 (the "Fifth Amendment
Space Commencement Date") and shall terminate September 30, 1998 (the "Fifth
Amendment Space Expiration Date") (the "Fifth Amendment Space Initial Term").
On or before the Fifth Amendment Space Expiration Date, Tenant shall surrender
possession of the Premises to Landlord in accordance with the terms of the
Lease.

3. Commencing on January 1, 1998 and thereafter throughout the
Fifth Amendment Space Initial Term, Tenant shall pay on a monthly basis,
without demand, as Additional Rent for the Fifth Amendment Space, 1.33% of the
amount by which Operating Expenses exceed the Adjusted Base Operating Expenses.
Adjusted Base Operating Expenses shall, for purposes of

2
<PAGE> 104
this Amendment, refer to the Operating Expenses incurred during the 1997
calendar year. Such payments shall be made in accordance with Sections 6.01
and 6.02 of the Lease.

4. Tenant shall have the right to renew and extend the Fifth
Amendment Space Initial Term (the "Fifth Amendment Space Renewal Term") with
respect to the Fifth Amendment Space for one (1) Renewal Term (herein so
called) upon and subject to the following terms and conditions:

(a) Tenant may extend the Fifth Amendment Space Initial
Term for one (1) Renewal Term of three (3) years, such Renewal Term commenting
on October 1, 1998 and expiring on September 30, 2001, by Tenant's giving
written notice thereof to Landlord on or before April 1, 1998. If Tenant does
not exercise its rights to a Renewal Term in a timely manner, Tenant's failure
shall conclusively be deemed a waiver of its rights to a Renewal Term.

(c) Tenant shall take the Fifth Amendment Space "as is"
for the Renewal Term and Landlord shall have no obligation to make any
improvements or alterations to the Fifth Amendment Space.

3
<PAGE> 105
(d) Base Rent per square foot of Rentable Area of the
Fifth Amendment Space for the first year of the Renewal Term shall be at the
rate of $22.28 per square feet for the Fifth Amendment Space. Such Base Rate
shall be adjusted on October 1 of each subsequent year of the Renewal Term by
multiplying the Base Rent in effect on September 30 by 3.0% and adding the
product to the Base Rent then in effect. The Adjusted Base Rent shall be in
effect until the next adjustment date.

(e) Subject to subparagraph (d) above, the leasing of the
Fifth Amendment Space for the Renewal Term shall be upon the same terms and
conditions as are applicable for the Fifth Amendment Space Initial Term, and
shall be upon and subject to all of the provisions of the Lease, including,
without limitation, the obligation of Tenant to pay Tenant's Fifth Amendment
Space Additional Rent under the Lease.

5. From and after the Fifth Amendment Space Commencement Date
until the Fifth Amendment Space Expiration Date, the following terms used in
the Lease shall have the following ascribed meanings:

(a) Premises: Refers to the Rentable Area demised to
Tenant by the Lease (set forth therein) and to the space demised to Tenant by
the First Amendment, Second Amendment, Third Amendment, Fourth Amendment and
Fifth Amendment Space, demised to Tenant by this Fifth Amendment.

(b) Fifth Amendment Space: 3,350 square feet of Rentable
Area located on the first (1st) floor of the Building.

4
<PAGE> 106
(c) Fifth Amendment Space Renewal Term: Refers to the
Fifth Amendment Space Renewal Term, if exercised by Tenant pursuant to the
terms and conditions of this Fifth Amendment.

(d) Rentable Area of the Premises:

<TABLE>
<S> <C>
Original Lease Space 84,236 square feet
First Amendment Space 7,926 square feet
Second Amendment Space 5,175 square feet
Third Amendment Space 5,327 square feet
Fourth Amendment Space 851 square feet
Fifth Amendment Space 3,350 square feet
-------
Total ---------------------------------- 106,865 square feet
</TABLE>

(e) Tenant's Proportionate Share:

<TABLE>
<S> <C>
Original Premises 33.37%
First Amendment Space 3.14%
Second Amendment Space 2.05%
Third Amendment Space 2.11%
Fourth Amendment Space .34%
Fifth Amendment Space 1.33%
------
Total........................................ 42.34%
</TABLE>

(f) Base Year:

<TABLE>
<S> <C>
Original Premises 1994
First Amendment Space 1995
Second Amendment Space 1995
Third Amendment Space 1996
Fourth Amendment Space 1996
Fifth Amendment Space 1997
</TABLE>

6. Except as expressly modified by this Fifth Amendment, the
Lease remains unchanged and in full force and effect.

[Signatures appear on following page]

5
<PAGE> 107
IN WITNESS WHEREOF, Landlord and Tenant have executed this Fifth
Amendment as of the day and year first above written.

LANDLORD:
--------

HYATT PLAZA LIMITED PARTNERSHIP,
a Virginia limited partnership

By: Fair Lakes Hyatt Limited Partnership, a
Virginia general partnership, its general
partner

By: Fair Lakes of Virginia, Inc.,
a Virginia corporation
its general partner

By: [SIG]
-----------------------------------
Name:
-----------------------------------
Its:
-----------------------------------

TENANT:
------

AMERICAN MANAGEMENT SYSTEMS,
INC., a Delaware corporation

By: /s/ Frank A. Nicolai
-----------------------------------
Name:
-----------------------------------
Its:
-----------------------------------

[FOLLOWED BY FLOOR PLANS ATTACHED AS EXHIBIT A]

6
<PAGE> 108
FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT

THIS FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT (the "Fifth Amendment")
is made and entered into this 30th day of November, 1996, but effective for all
purposes on the Assignment Date (hereinafter defined) by and among HYATT PLAZA
LIMITED PARTNERSHIP, a Virginia limited partnership, and AMERICAN MANAGEMENT
SYSTEMS, INC., a Delaware corporation (hereinafter sometimes referred to as
"Assignee" and/or "Tenant") with reference to the following:

RECITALS:

A. Pursuant to the terms of that certain Office Lease Agreement
dated May 21, 1990, as amended by First Amendment dated July 12, 1990, Second
Amendment dated July 27, 1990, Third Amendment dated April 18, 1991 and Fourth
Amendment dated September 22, 1994 (collectively hereinafter referred to as the
"Lease"), Landlord leased to Trident Data Systems, Inc., a California
corporation ("Original Tenant") that certain premises (the "Premises") more
particularly described therein. All capitalized terms used in this Fifth
Amendment which are not defined herein, shall have the same meaning and
definition as used in the Lease.

B. Pursuant to that certain Assignment of Office Lease Agreement
dated __________, 1996 (the "Assignment") by and between Original Tenant and
Assignee, Original Tenant, with Landlord's consent, has assigned to Assignee
all of its right, title and interest in and to the Lease (as defined in the
Assignment). The Assignment contains certain provisions which permit the
Original Tenant and the Assignee to terminate the Assignment should certain
events occur. The date that all of the rights of Assignee and the Original
Tenant to terminate the Assignment cease and the assignment of the Lease to the
Assignee becomes effective is hereinafter referred to as the "Assignment Date."

C. The parties have agreed to amend certain terms and provisions
of the Lease, as of the Assignment Date.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1. From and after the Assignment Date, any and all references in
the Lease to the term Tenant shall mean and refer to the Assignee.

2. As of the Assignment Date, Tenant exercises its right of
renewal set forth in Rider No. 4 of the Lease. As a result of the foregoing
exercise, the Term of the Lease has been extended for an additional six (6)
years, two (2) months (the "Extension Term"), commencing on January 1, 1998
(the "Extension Commencement Date") and expiring on February 29, 2004 (the
"Expiration Date"). The Base Rent for the Extension Term shall be $413,462.60
per year ($34,455.22 per month), based upon $20.60 times 20,071, the number of
square feet of Rentable Area in the Premises. The Base Rent for the Extension
Term shall be increased by 3% annually on each

<PAGE> 109
January 1st throughout the Extension Term, with the first increase occurring on
January 1, 1999. During the Extension Term, the Base Operating Expenses Amount
and the Base Real Estate Taxes Amount shall be equal to Tenant's proportionate
share of the actual Operating Expenses and Base Real Estate Taxes incurred by
Landlord with respect to the Building during calendar year 1998.

3. Landlord and Tenant agree that Tenant shall lease the Premises
in its "as is" and "where is" condition during the Extension Term and Landlord
shall not be obligated to make any improvements whatsoever to the Premises as a
condition of Tenant's extension of the Lease, nor shall Landlord be obligated
to provide Tenant any allowances.

4. As of the Assignment Date, Article 12 - Alterations shall be
deleted in its entirety, and replaced with the following:

"After the initial Leasehold Improvements are completed,
Tenant shall not, at any time during the Term, without Landlord's
prior written consent, make any Alterations (hereinafter defined) to
the Premises. Should Tenant desire any Alterations, Tenant agrees to
submit all plans and specifications for same to Landlord for
Landlord's written approval, before beginning such work and Landlord's
approval shall not be unreasonably withheld, conditioned or delayed.
Provided Tenant has supplied Landlord with information and plans for
the Alterations which reasonably details the nature and scope of the
same, Landlord's failure to respond to Tenant's request for approval
within ten (10) business days after receipt of the information, plans
and request for approval, shall be deemed to be Landlord's approval of
the same. Landlord shall not be considered as unreasonably
withholding its approval by refusing to consent to any Alterations
which alter the exterior appearance of the Building, or the public
lobbies, corridors, or common areas thereof, which will or are likely
to cause any weakening of any part of the structure of the Premises or
Building or which may cause damage or disruption to any Building
system and such damage or disruption is not repaired as part of the
Alterations. Upon Tenant's receipt of Landlord's written approval,
Tenant may proceed with the construction of the approved Alterations,
but only so long as they are in substantial compliance with the plans
and specifications approved by Landlord and provisions of this Article
12. Additionally, the construction of any alterations (regardless of
whether or not Landlord's prior approval of the work is required by
this Lease), the alterations themselves, or any maintenance thereof
shall comply with all building, safety, fire, plumbing, electrical and
other codes and governmental and insurance requirements, and shall not
require an amount of water, electricity, gas, heat, ventilation, or
air-conditioning which exceeds reasonable level of consumption for a
modem business office unless prior written arrangements reasonably
satisfactory to Landlord are made with respect thereto. All
alterations shall be made at Tenant's expense, either by Tenant's
contractors which have been approved in advance by Landlord or at
Tenant's option, by Landlord's contractors on terms reasonably
satisfactory to Tenant. In the event Landlord actually constructs the
alterations or is retained by Tenant to supervise or manage the
construction by contractors selected by Tenant and approved by
Landlord, then Tenant shall pay to Landlord a fee equal to ten percent
(10%) of the actual costs of such work, such fee to cover Landlord's
overhead related to the work, including, but not limited to,
Landlord's review of the plans and specifications, coordination of the

2
<PAGE> 110
work, consultation with professionals regarding the work, and general
administration allocable to the work. The foregoing fee will not be
charged in circumstances where Landlord has merely approved the
Alterations. All such construction shall be completed promptly and in
a good and workmanlike manner and shall be performed in compliance
with the lien provisions set forth in Article 13 of the Lease.

As used in the Lease, the term Alterations refers to work
performed after the completion of the initial Leasehold Improvements
which would reasonably be considered major construction, renovations
or changes to the Premises, having a material impact on the appearance
of the Premises or to other portions of the Building, or would
otherwise have a material impact (structural, mechanical, operational
or otherwise) upon the Building, and/or the total cost of the
construction, renovations or changes is more than $75,000.00.
Alterations do not include, by way of example, by hanging of pictures,
the movement of furniture and flexible space walls or partitions, or
the painting of the interior of the Premises. Prior to commencing any
alterations, Tenant will coordinate with Landlord so as to schedule
the movement of men, material and equipment through the Building's
common areas in a manner which does not unreasonably interrupt the
normal Building operations and the use and enjoyment of the Building
by other tenants therein.

All existing Improvements and improvements to the Premises
constructed by Tenant and paid for by Tenant from funds supplied by
Landlord either in the form of allowances or credits shall be and
remain the Landlord's property, and shall not be removed from the
Premises. Tenant shall have the right, upon expiration of the Term,
to remove, at Tenant's expense, all alterations to the Premises (other
than the Existing Improvements and the improvements or alterations
paid by allowances granted by Landlord); specialized trade fixtures or
other systems or items installed by Tenant pursuant to Article 12 of
the Lease, and; moveable trade fixtures. Tenant agrees to remove, at
Tenant's expense, all of its furnishings, furniture and movable
personal property by the Expiration Date. Tenant will promptly
restore any damage to the Premises or Building caused by its removal
of its property."

3
<PAGE> 111

5. From and after the Extension Commencement Date, the following
terms as defined in the Lease shall have the following meanings:

(a) Term: Thirteen (13) years, five (5) months and
seventeen (17) days.

(b) Expiration Date: February 29, 2004.

(c) Base Rent:$413,462.60 per year ($34,455.22 per
month), which amount is based upon $20.60 per square foot of Rentable Area in
the Premises, effective as of the Extension Commencement Date, as adjusted
pursuant to Section 5.02 of the Lease, as modified herein.

(d) Adjustment Factor: 3.0%

(e) Tenant's Proportionate Share:8.05%

6. From and after the Assignment Date, Section 5.02 of the Lease
shall be deleted and the following inserted in lieu thereof.

"(a) During the Term of this Lease, the Base Rent
shall be adjusted on January 1, 1999 and the first day of January
thereafter pursuant to this Section. The dates described in this
Section for computing the adjustment in Base Rent are hereinafter
sometimes referred to collectively as "Rental Adjustment Dates" and
singularly as a "Rental Adjustment Date". All adjustment to Base Rent
required by this Section 5.02 shall be made as hereinafter described:

(1) On the first Rental Adjustment Date, the Base Rent
shall be multiplied by the Adjustment Factor and the amount computed
shall be added to the Base Rent as of the first Rental Adjustment Date
and the resulting sum shall be the adjusted Base Rent (hereinafter the
"Adjusted Rent") to be paid by the Tenant to Landlord, in advance,
without demand, in equal monthly installments, on the first day of
each calendar month until the next Rental Adjustment Date.

(2) On the second Rental Adjustment Date and on every
Rental Adjustment Date throughout the term of this Lease, the Adjusted
Rent payable in the year immediately preceding the Rental Adjustment
Date in question shall be multiplied by the Adjustment Factor and the
amount computed shall be added to the Adjusted Rent for the year
immediately preceding the Rental Adjustment Date and the resulting sum
shall be the Adjusted Rent for that rental year to be paid by the
Tenant to Landlord, in advance, without demand, in equal monthly
installments, on the first day of each calendar month until the next
Rental Adjustment Date.

(b) Landlord shall provide Tenant with written
notice of each adjustment pursuant to Section 3.02(b), which notice
shall provide the basis upon which such adjustment has been
calculated; provided, however, that if for any reason Landlord

4
<PAGE> 112
does not notify Tenant of the amount of such adjustment until after
any Rental Adjustment Date, Tenant shall continue to pay the Base Rent
or Adjusted Rent, as the case may be, payable prior to the Rental
Adjustment Date, and Tenant, within five (5) days following Landlord's
delivery of written notice of such adjustment shall pay to Landlord
in a lump sum the amount of any increase in the Base Rent resulting
from such adjustment for all months in the existing calendar year
prior to and including the month 'in which such notice of adjustment
is received and during the remainder of such year Tenant shall pay to
Landlord the Adjusted Rent as set forth in such notice."

7. Section 1.01.6 and all references to Base Net Rent shall be
deleted.

8. This Fifth Amendment shall be effective only upon the
Assignment Date. Should, for any reason, either the Original Tenant or the
Assignee terminate the Assignment, then this Fifth Amendment shall be null and
void and the Original Tenant shall continue to occupy the Premises pursuant to
the terms of the Lease, unmodified, and in full force and effect.

5
<PAGE> 113
IN WITNESS WHEREOF, Landlord and Tenant have executed this
Fifth Amendment as of the day and year first above written.

LANDLORD:
---------

HYATT PLAZA LIMITED PARTNERSHIP,
a Virginia limited partnership

By: Fair Lakes Hyatt Limited Partnership, a
Virginia general partnership, its
general partner

By: Fair Lakes of Virginia, Inc.,
a Virginia corporation
its general partner

By: /s/ Milton V. Peterson
--------------------------------
Name: Milton V. Peterson
-----------------------------
Its: President
-----------------------------

ASSIGNEE/TENANT:
----------------

AMERICAN MANAGEMENT SYSTEMS, INC.,
a Delaware corporation, successor-in-interest
to Trident Data Systems, Inc., a California
corporation

By: /s/ Frank Nicolai
--------------------------------
Name:
------------------------------
Its:
--------------------------------

6
<PAGE> 114
ASSIGNMENT OF LEASE

THIS ASSIGNMENT OF LEASE (the "Assignment") is made and entered into
this 30th day of September, 1996 by and between Trident Data Systems, Inc. (the
"Assignor") and American Management Systems, Inc. (the "Assignee"), with
reference to the following:

RECITALS:

A. Pursuant to a Lease Agreement, dated May 17, 1990 as amended
by the First Amendment dated July 12, 1990, the Second Amendment dated July 27,
1990, the Third Amendment dated April 18, 1991 and the Fourth Amendment dated
September 22, 1994 (collectively the "Lease") by and between Assignor and Hyatt
Plaza Limited Partnership (the "Landlord"), Assignor leased certain premises
totaling 20,071 rentable square feet more particularly described therein.

B. Assignor desires to assign unto the Assignee all of the
Assignor's rights, title and interest under the Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

1. Effective as of February 1, 1997 (the "Effective Date")
Assignor assigns all of its rights and obligations under the Lease and Assignee
accepts such assignment of

Page 1 of 4
<PAGE> 115
all the Assignor's rights and obligations thereunder. In the event the
Premises are not made available to the Assignee by the Effective Date, the
Assignor shall pay the Assignee a penalty of $1,219.87 for each day the
Premises are not available beyond the Effective Date. In addition, if the
Premises are not made available to the Assignee by March 1, 1997, the Assignee
shall have the option to cancel the Assignment.

2. From and after the Effective Date, Assignee will perform all
of the provisions to be performed under the Lease by Assignor and Landlord
shall be entitled to all the rights, benefits and rentals accruing thereunder.

3. The Assignor shall pay the Assignee $80,000 in two equal
installments of $40,000 payable on January 1, 1997 and March 1, 1997. In
addition, the Assignor shall pay a brokerage commission to Cushman & Wakefield
equal to $12,142.96 as the Assignee's broker representative. The amounts due
from Assignor to Assignee under this paragraph 3 are solely the obligation of
the Assignor and shall under no circumstances have any effect upon the Lease or
this Assignment.

4. The Assignor represents and warrants that the monthly base
rent for the Premises will be $36,596.12 per month through December 31, 1997.
In addition, the Assignor currently pays $1,610.24 per month in estimated real
estate tax and operating expense passthroughs which is subject to adjustment
based upon actual costs pursuant to Article 6 of the Lease.

Page 2 of 4
<PAGE> 116
5. This Assignment is contingent on Pacific Mutual Life Insurance
Company countersigning a lease with Trident Data Systems, Inc. for office space
at 10455 White Granite Drive, Oakton, Virginia. In the event the Assignor has
not satisfied the contingency within ten (10) days of the date hereof, then the
Assignor shall have the option to rescind this Assignment at any time within
twenty (20) days thereafter.

6. Assignor, Assignee and Landlord acknowledge and agree that the
Assignee shall have no rights to the security deposit under the Lease and that
the security deposit will be returned to the Assignor by Landlord in accordance
with the terms of a separate agreement.

WITNESS the following signatures and seals of Assignor and Assignee
made as of the date first above written.

ASSIGNOR:
--------

TRIDENT DATA SYSTEMS, INC.

By: /s/ David A. Muckley
---------------------------------
Name: David A. Muckley
--------------------------------
Its: President & CEO
------------------------------

ASSIGNEE:
--------

AMERICAN MANAGEMENT SYSTEMS, INC.

By: /s/ Frank A. Nicolai
---------------------------------
Name:
--------------------------------
Its:
---------------------------------

Page 3 of 4
<PAGE> 117

The undersigned, the Landlord of the above referenced Lease, hereby
executes this Assignment solely to evidence its consent to the assignment by
the Assignor to the Assignee. The undersigned reserves its rights under the
Lease to consent and approve any future assignment of the Lease. The consent
by Landlord shall not be deemed a release of the Assignor of the Tenant's
obligations under the Lease accruing prior to the Effective Date of this
Assignment. Upon the Assignor surrendering possession by the Effective Date,
the Assignor and Landlord shall have no further obligations to each other under
the Lease except for the following provisions which expressly state that such
provisions shall survive termination of the Lease: Articles 5.04, 6.01 and
6.02.

LANDLORD:
--------

By: Fair Lakes Hyatt Limited Partnership*, its g.p.
By: Fair Lakes of Virginia, Inc.**, its gen. partner

By: /s/ Milton V. Peterson
---------------------------------
Name: Milton V. Peterson
Its: President

* a Virginia limited partnership
** a Virginia corporation

By:
-----------------------------
Name:
----------------------------
Its:
-----------------------------

By:
------------------------------
Name:
-----------------------------
Its:
------------------------------

Page 4 of 4

<PAGE> 1
EXHIBIT 10.9

LEASE AGREEMENT

BY AND BETWEEN

FAIRFAX GILBANE, L.P.

AND

AMERICAN MANAGEMENT SYSTEMS, INC.

<PAGE> 2

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS........................................................1

ARTICLE 2 PREMISES...........................................................1

ARTICLE 3 TERM...............................................................2

ARTICLE 4 BASE RENT..........................................................5

ARTICLE 5 OPERATING CHARGES AND REAL ESTATE TAXES............................6

ARTICLE 6 USE OF PREMISES...................................................10

ARTICLE 7 ASSIGNMENT AND SUBLETTING.........................................11

ARTICLE 8 MAINTENANCE AND REPAIRS...........................................12

ARTICLE 9 ALTERATIONS.......................................................13

ARTICLE 10 SIGNS............................................................14

ARTICLE 11 TENANT'S INSTALLATIONS...........................................14

ARTICLE 12 SECURITY DEPOSIT [INTENTIONALLY OMITTED].........................15

ARTICLE 13 INSPECTION.......................................................15

ARTICLE 14 INSURANCE........................................................15

ARTICLE 15 SERVICES AND UTILITIES...........................................16

ARTICLE 16 LIABILITY........................................................18

ARTICLE 17 RULES............................................................20

ARTICLE 18 DAMAGE OR DESTRUCTION............................................20

ARTICLE 19 CONDEMNATION.....................................................21

ARTICLE 20 DEFAULT..........................................................22

ARTICLE 21 BANKRUPTCY.......................................................24

ARTICLE 22 SUBORDINATION....................................................24

ARTICLE 23 HOLDING OVER.....................................................25

ARTICLE 24 COVENANTS OF LANDLORD............................................26

ARTICLE 25 PARKING..........................................................27

ARTICLE 26 GENERAL PROVISIONS...............................................27

ARTICLE 27 EXPANSION........................................................30

<PAGE> 3

EXHIBIT A -- Legal Description of the Land
EXHIBIT B -- Work Agreement
EXHIBIT C -- Rules
EXHIBIT D -- Certificate Affirming the Lease Commencement Date
EXHIBIT E -- HVAC Specifications
EXHIBIT F -- Cleaning Specifications
EXHIBIT G -- Nondisturbance Agreement

<PAGE> 4

LEASE AGREEMENT

THIS LEASE AGREEMENT (this "Lease") is dated as of the 15th day of
February, 1994, by and between FAIRFAX GILBANE, L.P., a Virginia limited
partnership ("Landlord"), and AMERICAN MANAGEMENT SYSTEMS, INC., a Delaware
corporation ("Tenant").

ARTICLE 1
DEFINITIONS

1.1. (a) Building: a ten (10) story office building containing
approximately 253,000 square feet of rentable office area (subject to final
measurement pursuant to Section 26.18 below) to be constructed on the land (the
"Land") situated in Fair Lakes Park, Fairfax County, Virginia, more fully
described in Exhibit A attached hereto.

(b) Premises: the entire rentable area of the Building.

(c) Parking Rights: the right to use all 463 parking spaces in
the parking structure and all 313 parking spaces in the surface lot(s) to be
constructed in conjunction with the Building.

(d) Lease Term: one hundred eighty two (182) months.

(e) Base Rent: Four Million Eighty-Five Thousand Nine Hundred
Fifty Dollars ($4,085,950) for the first Lease Year, which amount is subject to
adjustment as provided in Section 4.2 hereof.

(f) Rent Commencement Date: the later of (i) the date that is
forty-nine (49) days after the Lease Commencement Date (as determined pursuant
to Section 3.2 hereof) or (ii) February 16, 1996.

(g) Broker: Cushman & Wakefield of Virginia.

(h) Tenant Address for Notices: 4000 Legato Road, Fairfax,
Virginia 22030, Attn: Mr. Thomas W. Huba, with a copy to Shaw, Pittman,
Potts & Trowbridge, 2300 N Street, N.W., Washington, D.C. 20037, Attn: Craig
A. deRidder, Esq.

ARTICLE 2
PREMISES

2.1. (a) Landlord hereby leases to Tenant, and Tenant hereby leases
from Landlord, the Premises, for the term and upon the conditions and covenants
set forth herein.

(b) Throughout the Lease Term, Tenant shall be entitled to use
the core area stairwells in the Building as a means of interfloor access.

-1-
<PAGE> 5

(c) Throughout the Lease Term, Tenant shall have the exclusive
right to install and maintain such satellite dishes, microwave antennas and
other communications equipment upon the roof of the Building as Tenant may
desire, subject to compliance with any applicable legal requirements or
restrictions and subject to Landlord's prior written approval (which shall not
be unreasonably withheld, conditioned or delayed) of any such installation that
is not customary for a first-class office building. Tenant shall not install any
such dishes, antennas or equipment that would impair the structural integrity of
the Building or invalidate the roof warranty for the Building, and Tenant shall
hold Landlord harmless against any breach by Tenant of such restriction. Upon
the expiration or termination of this Lease, Tenant shall remove such dishes,
antennas and equipment from the roof and restore any damage to the Building
caused by such removal.

ARTICLE 3
TERM

3.1. The Lease Term shall commence on the Lease Commencement Date
specified in Section 3.2 and shall continue for the period set forth in Section
1.1(d). If the Lease Commencement Date is not the first day of a month, then the
Lease Term shall be the period set forth in Section 1.1(d) plus the partial
month in which the Lease Commencement Date occurs. The Lease Term shall also
include any renewal or extension of the term of this Lease.

3.2. The Lease Commencement Date shall be the earlier of (a) the date
on which Tenant commences the conduct of its business in the Building or (b)
December 29, 1995 (subject to adjustment as provided in Exhibit B hereto).
Installation of Tenant's furniture, equipment and other personalty in the
Premises shall not constitute the conduct of business for purposes hereof.
Promptly after the Lease Commencement Date is ascertained, Landlord and Tenant
shall execute a certificate substantially in the form of Exhibit D hereto
confirming the Lease Commencement Date. In the event the Lease Commencement Date
has not occurred on or before December 29, 1995 (it being acknowledged that the
Lease Commencement Date shall not be extended by reason of any delay that is
deemed a "Tenant Delay" pursuant to Exhibit B), then Landlord shall reimburse
Tenant for any damages incurred by Tenant as a direct result of such delay,
including (without limitation) any holdover rental payments and increased moving
costs; provided, however, that Landlord shall not be liable for such damages to
the extent that the delay results from causes commonly considered to be "acts of
God" (including, e.g., fire or casualty not caused by the acts or omissions of
Landlord or its agents, employees or contractors, and severe weather conditions
that are not reasonably to be anticipated; but excluding, e.g., labor problems,
permitting delays, and materials shortages).

3.3. "Lease Year" shall mean a period of twelve (12) consecutive
months commencing on the Rent Commencement Date, and each successive twelve (12)
month period thereafter; provided, however, that if the Rent Commencement Date
is not the first day of a month, then the first Lease Year shall commence on the
Rent Commencement Date and shall continue for the balance of the month in which
the Rent Commencement Date occurs and for a period of twelve (12) months
thereafter.

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<PAGE> 6

3.4. (a) Landlord hereby grants to Tenant the right, exercisable at
Tenant's option, to renew the term of this Lease for two (2) successive renewal
terms of five (5) years each. If exercised, and if the conditions applicable
thereto have been satisfied, the first such renewal term (the "First Renewal
Term") shall commence following the end of the initial Lease Term and the second
such renewal term (the "Second Renewal Term") shall commence following the end
of the First Renewal Term. The rights of renewal herein granted to Tenant shall
be subject to, and shall be exercised in accordance with, the following
conditions:

(1) Tenant shall exercise its right of renewal with
respect to each Renewal Term by giving Landlord written notice thereof not later
than eighteen (18) months prior to the expiration date of the Lease Term (as
theretofore extended).

(2) In the event the renewal option notice is not given
timely, Tenant's right of renewal with respect to the Renewal Term shall lapse
and be of no further force or effect.

(3) The renewal option may be exercised only with respect
to either (i) the entire Premises, or (ii) a portion of the Premises consisting
of at least 100,000 contiguous rentable square feet and comprising only full
floors.

(4) In the event there exists an Event of Default under
this Lease on the date the renewal option notice is sent (provided Landlord
gives Tenant written notice, within fifteen (15) days after its receipt of
Tenant's renewal option notice, that Landlord is invoking the provisions of this
clause (4)), or on the date the Renewal Term is to commence, then, at Landlord's
option, the Renewal Term shall not commence and the Lease Term shall expire at
the date the Lease Term would have expired without such renewal.

(b) During any Renewal Term, all the terms, conditions,
covenants and agreements set forth in this Lease, including but not limited to
the full pass-through of Operating Charges, shall continue to apply and be
binding upon Landlord and Tenant, except that: (1) the Base Rent shall be
adjusted at the beginning of each Renewal Term to equal ninety-five percent
(95%) of Market Rent (as hereinafter defined); and (2) in no event shall Tenant
have the right to renew the Lease Term beyond the expiration of the Second
Renewal Term provided for in Section 3.4(a) or in the event this Lease is
terminated as provided in the other provisions of this Lease. Furthermore, in
the event Tenant renews the term of this Lease with respect to only a portion of
the Premises pursuant to clause (a)(3)(ii) above, then (i) Tenant's right to use
the parking structure and surface lots on the Land shall be correspondingly
reduced pro rata based upon the ratio that the total rentable square footage
being leased by Tenant during such Renewal Term bears to the total rentable
square footage of the Building; (ii) Tenant's rights pursuant to Section 2.1(c)
shall be nonexclusive if Tenant leases less than five (5) full floors; (iii)
Article 5 shall be modified to provide that Tenant shall pay only its pro rata
share of Operating Charges and Real Estate Taxes, and that Operating Charges
shall be "grossed up" to reflect the costs associated with a 100% occupied
building; (iv) Tenant's rights pursuant to Section 5.4 shall be void if Tenant
leases less than five (5) full floors; (v) Tenant's rights pursuant to Section
10.1 shall be nonexclusive if Tenant leases less than five (5) full floors; (vi)
Tenant shall be entitled to its pro rata share of listings on the Building's
directory; (vii) the charge for after-hours HVAC

-3-
<PAGE> 7

service pursuant to Section 15.1 shall be increased to include electricity,
water and maintenance costs associated with such after-hours service (which
shall no longer be included in Operating Charges); (viii) Tenant shall not have
the right to designate Building holidays if Tenant leases less than five (5)
full floors; (ix) Tenant shall not have the right to approve, or require the
replacement of, the cleaning contractor or management agent if Tenant leases
less than five (5) full floors; and (x) Tenant's rights pursuant to Sections
24.3 and 24.4 shall lapse if Tenant leases less than five (5) full floors.

(1) The parties shall have thirty (30) days after the
date of Tenant's renewal notice in which to agree on such Market Rent. If,
during such negotiation period, the parties are unable to agree on such Market
Rent, then Tenant shall have the option, exercisable by written notice delivered
to Landlord within seven (7) days after expiration of the aforementioned thirty
(30) day period, to rescind its election to extend the term of this Lease for
such Renewal Term. If Tenant does not timely exercise such right of rescission,
then Landlord and Tenant shall each designate an independent, licensed real
estate broker within seven (7) days from the expiration of the aforementioned
seven (7) day period, who shall have more than five (5) years' experience as a
real estate broker specializing in commercial leasing and who shall be familiar
with the commercial real estate market in which the Building is located. Said
brokers shall each determine the Market Rent within fifteen (15) days. If the
lower of the two determinations is not less than ninety percent (90%) of the
higher of the two determinations, then the Market Rent shall be the average of
the two determinations. If the lower of the two determinations is less than
ninety percent (90%) of the higher of the two determinations, then the two
brokers shall render separate written reports of their determinations and within
fifteen (15) days thereafter the two brokers shall appoint a third broker with
like qualifications. Such third broker shall be furnished the written reports of
the first two brokers. Within fifteen (15) days after the appointment of the
third (3rd) broker, the third broker shall appraise the Market Rent. The Market
Rent for purposes of this Section 3.4 shall equal the average of the two closest
determinations; provided, however, that (a) if any one determination is agreed
upon by any two of the brokers, then the Market Rent shall be such
determination, and (b) if any one determination is equidistant from the other
two determinations, then the Market Rent shall be such middle determination.
Landlord and Tenant shall each bear the cost of its broker and shall share
equally the cost of the third broker. Tenant shall have the option, exercisable
by written notice delivered to Landlord within ten (10) days after the final
determination of Market Rent hereunder, to rescind its election to extend the
term of this Lease for the Renewal Term in question.

(2) Among the factors to be considered in determining
Market Rent shall be the rental rates for similar terms then being quoted or
obtained for similar space in single-tenant, multi-story, first-class office
buildings in the Market Area (as herein defined). All determinations shall
reflect market conditions expected to exist as of the date Base Rent based on
Market Rent is to commence (including base rents and escalations, rental
abatements, construction allowances, other tenant concessions, and other terms
expected to be agreed to in

-4-
<PAGE> 8

market leases entered into at such time). For purposes of this Lease, the term
"Market Area" shall mean the Fairfax Center submarket of Fairfax County,
Virginia.

ARTICLE 4
BASE RENT

4.1. During each Lease Year of the Lease Term, Tenant shall pay the
Base Rent specified in Section 1.1. On the first day of the second Lease Year
and on the first day of every Lease Year thereafter during the Lease Term
(including the second and any succeeding Lease Year within any Renewal Term),
the Base Rent in effect shall be adjusted as provided in Section 4.2. The Base
Rent shall be due and payable in equal monthly installments, without notice,
demand, setoff or deduction (except as otherwise expressly provided in this
Lease), in advance on the first day of each month during each Lease Year. If the
Rent Commencement Date is not the first day of a month, then the Base Rent from
the Rent Commencement Date until the first day of the following month shall be
prorated on a per diem basis, and Tenant shall pay such prorated installment of
the Base Rent on the Rent Commencement Date.

4.2. (a) Commencing on the first (1st) day of the second (2nd) Lease
Year and on the first day of every Lease Year thereafter, the Base Rent shall be
adjusted to reflect increases in the cost of living in the following manner:

(1) The Revised Consumer Price Index for Urban Wage
Earners and Clerical Workers, 1982-84 Base Year, All Items, Washington,
D.C.-MD-VA Metropolitan Area (CPI-W) as published by the Bureau of Labor
Statistics of the United States Department of Labor (herein referred to as the
"Index"), which is published for the bimonthly period that includes the month
immediately preceding the Lease Year for which such adjustment is being made
(herein referred to as the "Adjustment Index"), shall be compared with the Index
published for the period twelve (12) months prior thereto (herein referred to as
the "Beginning Index"). If the Adjustment Index has changed from the Beginning
Index, the percentage change between the Beginning Index and the Adjustment
Index shall be determined. There shall be added to such percentage change three
and one-half (3 1/2) percentage points, and the resulting sum shall be referred
to herein as the "Escalation Factor." For example, if the Adjustment Index is
two percent (2%) higher than the Beginning Index in any particular year, then
the Escalation Factor for such year shall equal five and one-half percent
(5.5%), and if the Adjustment Index is one percent (1%) lower than the Beginning
Index in any particular year, then the Escalation Factor for such year shall
equal two and one-half percent (2.5%).

(2) The Escalation Factor determined in Step (1) above
shall be multiplied by the Base Rent in effect during the immediately-preceding
Lease Year to arrive at the amount of the increase in the Base Rent for such
newly-commencing Lease Year. In no event, however, shall the amount of such
increase be greater than two and 033/1000 percent (2.033%) of the Base Rent in
effect during the immediately-preceding Lease Year.

(3) The amount determined in Step (2) above (subject to
the limitation set forth in the last sentence of Step (2)) shall be added to the
Base Rent in effect during the

-5-
<PAGE> 9

immediately-preceding Lease Year to arrive at the Base Rent payable for such
newly-commencing Lease Year.

(b) In no event shall the Base Rent payable during any Lease
Year be less than the Base Rent payable during the immediately preceding Lease
Year.

(c) If the Index is changed so that a base year other than
1982-84 is used, the Index used herein shall be converted in accordance with the
conversion factor published by the Bureau of Labor Statistics of the United
States Department of Labor. If the Index is discontinued or otherwise revised
during the Lease Term, such other government index or computation with which it
is replaced shall be used in order to obtain substantially the same result as
would be obtained if the Index had not been discontinued or revised.

(d) Promptly after the adjustment in the Base Rent is
determined for each Lease Year, Landlord shall submit to Tenant a statement
setting forth the amount of such adjustment and the computations by which it was
determined. Since the actual increase in the Base Rent may not be determined
until after the start of a new Lease Year, until the actual increase in the Base
Rent is determined, Tenant shall make monthly payments of Base Rent in an amount
equal to the monthly installments of Base Rent payable during the immediately
preceding Lease Year. Promptly after receipt of a statement from Landlord
setting forth the actual increase in the monthly installments of Base Rent for
such Lease Year, the difference between the monthly payments paid by Tenant and
the actual amount of Base Rent determined to be owing for such months shall be
determined. If the actual amount determined to be owing is greater than Tenant's
payments, the deficiency shall be paid by Tenant together with the next monthly
installment of Base Rent due at least fifteen (15) days after the amount of the
deficiency is determined.

4.3. All sums payable by Tenant under this Lease shall be paid to
Landlord in legal tender of the United States by wire transfer (which Tenant
agrees to utilize for regular monthly installments of Base Rent and additional
rent, provided Landlord has furnished Tenant with accurate wiring instructions)
or by check (subject to collection), at the address to which notices to Landlord
are to be given or to such other party or such other address as Landlord may
designate in writing. Landlord's acceptance of rent after it shall have become
due and payable shall not excuse a delay upon any subsequent occasion or
constitute a waiver of any of Landlord's rights.

ARTICLE 5
OPERATING CHARGES AND REAL ESTATE TAXES

5.1. (a) Tenant shall pay as additional rent all Operating Charges
(as defined in Section 5.1(b)) incurred during each calendar year falling
entirely or partly within the Lease Term.

(b) Operating Charges shall mean all costs and expenses
reasonably incurred by Landlord in the maintenance and operation of the
Building, the Land and the parking

-6-
<PAGE> 10

facilities, determined in accordance with generally accepted accounting
practices prevailing in the real estate industry, including all of the
following: (1) electricity, gas, water, sewer and other utility charges of every
type and nature; (2) premiums and other charges for insurance (including, but
not limited to, property insurance, rent loss insurance (for a rent interruption
period of up to 18 months) and liability insurance); (3) market-rate management
fees incurred in the management of the Building; (4) all costs incurred in
connection with service and maintenance contracts; (5) maintenance and repair
expenses and supplies; (6) amortization (calculated over the useful life of the
improvement, with interest at Landlord's cost of funds or (if the improvement is
not financed) at the prime rate reported in The Wall Street Journal) for capital
expenditures made by Landlord for the purpose of complying with legal
requirements instituted after the Lease Commencement Date, or that are
reasonably expected to result in a net decrease in Operating Charges and are
approved in advance by Tenant; (7) salaries, wages, benefits and other expenses
of Building personnel (except as excluded below); (8) legal fees (except as
excluded below), administrative expenses, and accounting fees and expenses
(except as excluded below); (9) costs of any service not provided to the
Building on the Lease Commencement Date but thereafter provided by Landlord in
the prudent management of the Building and approved in advance by Tenant; (10)
charges for concierge, security, janitorial, char and cleaning services and
supplies furnished to the Building; (11) amortization (calculated over the
useful life of the improvement, with interest at Landlord's cost of funds or (if
the improvement is not financed) at the prime rate reported in The Wall Street
Journal) for capital expenditures made by Landlord in performing Landlord's
obligations under Section 8.2 hereof by repairing or replacing any item or
system (including, without limitation, repaving access lanes and parking areas)
upon the expiration of the customary useful life thereof (but not any cost of
upgrading the Building generally or correcting defects in initial construction);
(12) assessments or other amounts payable to any association or associations now
or hereafter established to administer, oversee or enforce common covenants
affecting the Fair Lakes development zone in which the Building is located, or
to operate, maintain, or repair common or public areas or facilities of such
Fair Lakes development zone; and (13) any other expense reasonably incurred by
Landlord in maintaining, repairing or operating the Building, the Land and the
parking facilities. Operating Charges shall not include (A) interest and
amortization of mortgages or any other encumbrances or debt; (B) ground rent;
(C) depreciation of the Building, any equipment, or any other improvements
(except as permitted pursuant to clauses (6) and (11) above); (D) any capital
expenditures other than those permitted pursuant to clauses (6) and (11) above;
(E) income, excess profits or franchise taxes imposed upon or measured by the
net income of Landlord from the operation of the Building; (F) legal fees and
all other costs and expenses incurred in disputes with any lenders or ground
lessors, or in connection with the sale or financing of all or any part of the
Building or Landlord's interest therein; (G) salaries, wages, fringe benefits or
other compensation paid or provided to executives of Landlord or any personnel
above the level of building manager; (H) the cost of any goods or services
purchased from an individual or entity which is a parent, subsidiary or
affiliate which controls, is controlled by, or is under common control with,
Landlord to the extent such cost exceeds the cost that would be incurred in an
arm's-length transaction with an unrelated party; (I) any cost which is
reimbursed by the proceeds of insurance, condemnation award, refund, credit or
warranty; (J) legal and other costs (including the prepayment of any
indebtedness) incurred in connection with any mortgaging, financing,
refinancing, or sale of the Building or entering into or modifying any ground
lease; (K) original construction costs for the

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<PAGE> 11

Building; (L) payments for equipment rented under long-term leases which would
constitute capital expenditures if such equipment were purchased (except as
permitted pursuant to clause (6) above); (M) any costs, fines or penalties
incurred as a result of a violation by Landlord of any legal requirements; (N)
interest or penalties arising by reason of Landlord's failure to pay any
Operating Charges when due; (O) reserves for replacements or repairs; (P) costs
of correcting defects in the initial construction of the Building; (Q) costs of
reconstruction or repair pursuant to Article 18 hereof, except to the extent of
any commercially reasonable deductible under Landlord's insurance policies, or
pursuant to Article 19 hereof; (R) accounting fees not incurred in connection
with the operation and management of the Building or the preparation of any
statements required under this Lease; (S) any costs associated with phasing out
chlorofluorocarbon refrigerants; and (T) the cost of any personnel, materials or
services shared by the Building and any other buildings owned or operated by
Landlord, to the extent reasonably allocable to such other buildings.

5.2. (a) Tenant shall make estimated monthly payments to Landlord on
account of the amount of Operating Charges that are reasonably expected to be
incurred during each calendar year. Upon the commencement of the Lease Term, and
thereafter at the beginning of each calendar year, Landlord will submit a
statement to Tenant setting forth Landlord's reasonable estimate of such amount.
Tenant shall pay to Landlord on the first day of each month following receipt of
such statement, until Tenant's receipt of the succeeding annual statement, an
amount equal to one-twelfth (1/12) of such share.

(b) Within approximately one hundred twenty (120) days after
the end of each calendar year, Landlord shall submit a statement containing
reasonable detail and certified as true, accurate and complete by Landlord
showing (1) the amount of Operating Charges actually incurred during the
preceding calendar year, and (2) the aggregate amount of Tenant's estimated
payments during such year. If such statement indicates that the aggregate amount
of such estimated payments exceeds Tenant's actual liability, then Tenant shall
deduct the net overpayment from its next monthly rental payment, except that,
following the expiration or other termination of the Lease Term, Landlord shall
refund such excess to Tenant upon delivery of such statement. Landlord's
obligation to pay such refund shall survive the expiration or other termination
of this Lease. If such statement indicates that Tenant's actual liability
exceeds the aggregate amount of such estimated payments, then Tenant shall pay
the amount of such excess with the next monthly rental payment due at least
fifteen (15) days after the delivery of Landlord's reconciliation statement.

(c) Tenant shall have the right, exercisable upon at least
fifteen (15) days' prior written notice to Landlord, to inspect or audit
Landlord's books and records with respect to Operating Charges. Such inspection
or audit shall take place during normal business hours at a location in the
Washington, D.C. metropolitan area. If it is established that Landlord
overstated Tenant's obligation for Operating Charges in any calendar year,
Landlord shall promptly refund such excess, and if Tenant's obligation for
Operating Charges shall have been overstated by more than three percent (3%) for
any calendar year, Landlord shall reimburse Tenant for the reasonable costs paid
or incurred by Tenant to third parties for such inspection or audit. Tenant's
right to audit Landlord's books and records for any calendar year shall expire
on December 31 of

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<PAGE> 12

the third year following such calendar year and Landlord shall not be required
to maintain any books and records with respect to Operating Charges for longer
than three (3) years after the end of each such calendar year. If Tenant shall
dispute any item or items included by Landlord in determining Operating Charges,
Tenant shall nevertheless pay to Landlord in full the amount claimed by Landlord
and shall not offset or withhold any payment while its dispute is pending. If
such dispute is not amicably settled between Landlord and Tenant within thirty
(30) days after such notice, either party may refer such disputed item or items
to a reputable firm of independent certified public accountants mutually
selected by Landlord and Tenant for decision, and the decision of such firm
shall be conclusive and binding upon Landlord and Tenant. The expenses involved
in such determination shall be borne by the party against whom a decision is
rendered by such accountants; provided that if more than one item is disputed
and the decision shall be against each party in respect to any item or number of
items disputed, then the expenses shall be apportioned according to the monetary
value of the items decided against each party.

5.3. (a) Tenant shall pay as additional rent all Real Estate Taxes
(as defined in Section 5.3(b)) incurred during each calendar year falling
entirely or partly within the Lease Term.

(b) Real Estate Taxes shall mean (1) all real estate taxes,
including general and special assessments, if any, which are imposed upon
Landlord or assessed against the Building and/or the Land (including the parking
structure and all other improvements on the Land) to the extent attributable to
the Lease Term, (2) any other present or future taxes or governmental charges
that are imposed upon Landlord or assessed against the Building and/or the Land
which are in the nature of or in substitution for real estate taxes, including
any tax levied on or measured by the rents payable by tenants of the Building,
and (3) reasonable expenses (including reasonable attorneys' and appraisers'
fees) incurred in reviewing, protesting or seeking a reduction of Real Estate
Taxes. If Tenant shall have paid an amount of additional rent because of the
inclusion of contested Real Estate Taxes in Operating Charges and Landlord
thereafter receives a refund of such Real Estate Taxes, Landlord shall pay
promptly to Tenant such refund (including any interest received from the taxing
authority), reduced by the costs of obtaining such refund. Landlord's obligation
to refund to Tenant any refund of Real Estate Taxes shall survive the expiration
or termination of this Lease.

(c) Upon receipt of each real estate tax bill with respect to
the Building and the Land from Fairfax County, Landlord shall deliver a copy of
such bill to Tenant. Tenant shall pay all Real Estate Taxes it is required to
pay pursuant to this Section 5.3 to Landlord no later than ten (10) business
days before the date on which Landlord is required to pay such Real Estate Taxes
to Fairfax County in order to avoid the imposition of penalties or interest.
Notwithstanding the foregoing, in the event there occurs a default by Tenant
under this Lease that directly results in a default by Landlord under the
mortgage or deed of trust encumbering the Building, and if as a result of such
default the holder of said mortgage or deed of trust exercises its right to
require Landlord thereafter to make a monthly escrow deposit on account of Real
Estate Taxes, then Tenant shall, after receiving written notice of the lender's
election and the amount of the required monthly escrow deposit on account of
Real Estate Taxes, deposit such sum with Landlord on a monthly basis together
with the regular monthly installment of Base

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<PAGE> 13

Rent and estimated Operating Charges (subject, however, to Tenant's right to
receive any sums returned to Landlord by reason of an overpayment of Real Estate
Taxes).

5.4. Upon receiving a notice of reassessment with respect to the
Building and/or the Land from the County of Fairfax, Landlord will furnish
Tenant with a copy thereof. Landlord shall make an initial determination whether
or not to challenge or appeal such reassessment based on Landlord's reasonable
judgment of which course is in the best interest of the Building. Landlord shall
inform Tenant of such determination, and shall make available appropriate
personnel to discuss with Tenant the reasons underlying such determination. In
the event Landlord determines not to challenge or appeal such reassessment,
Tenant shall have the right to challenge or appeal such assessment in Landlord's
name but at Tenant's expense, and Landlord shall cooperate in such challenge or
appeal (including executing such forms as may be necessary to institute and
prosecute such action). During the pendency of such challenge or appeal, Tenant
shall pay all of the contested taxes as required pursuant to this Article 5,
unless (and then only to the extent) the prosecution of such challenge or appeal
stays collection of the contested taxes.

5.5. If the Lease Term expires on a day other than the last day of a
calendar year, then Tenant's liability for Operating Charges and Real Estate
Taxes incurred during such calendar year shall be apportioned by multiplying the
amount of Tenant's liability therefor for the full calendar year by a fraction,
the numerator of which is the number of days during such calendar year falling
within the Lease Term, and the denominator of which is 365. Tenant's obligation
to pay Operating Charges and Real Estate Taxes hereunder, and Landlord's
obligation to refund any overpayment thereof, shall survive the expiration or
termination of this Lease.

ARTICLE 6
USE OF PREMISES

6.1. Tenant shall use the Premises solely for general and executive
office purposes and for no other use or purpose. Provided Tenant complies with
any legal and insurance requirements relating thereto, "general and executive
office purposes" shall be deemed to include the uses which are incidental or
ancillary to such general and executive office use, including the following
uses: (i) one or more cafeterias, dining rooms and warming pantries (each of
which may include facilities for the refrigeration, preparation, cooking and
service of food), provided that Tenant shall install all grease traps and other
similar items reasonably deemed necessary, (ii) the sale, by vending machines,
of items commonly sold in office vending machines, including soft drinks, food,
candy and cigarettes; (iii) facilities for photographic reproductions and
offsets, laser and other types of printing; (iv) data processing and word
processing services; (v) telephone, telecopier and other business communications
systems; (vi) storage of files, papers, microfilm and other storage media; (vii)
video display, screening and media rooms; (viii) conference rooms; (ix)
classrooms for training and presentations; (x) executive placement and travel
agency services; (xi) a medical or nurse's office; (xii) a messenger service;
(xiii) a day care facility for use exclusively by Tenant's employees, (xiv) an
exercise facility, and (xv) shower and locker room facilities. Portions of the
Premises situated on the ground floor of the Building may be used by Tenant (or
subleased by Tenant to others to be used) for retail purposes, including
(without limitation) food service operations. Tenant shall not generate, use,
store, or dispose of

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<PAGE> 14

any materials posing a health or environmental hazard in or about the Building,
except that Tenant may use and store within the Premises reasonable quantities
of materials customarily found in general and executive offices, provided such
materials are used, stored and disposed of in a manner that complies with all
applicable environmental laws. Landlord shall bear the cost of removing from the
Building and the Land any hazardous materials that were not introduced by Tenant
or Tenant's agents, employees or contractors and that are hereafter required to
be removed to avoid a health or environmental hazard. Tenant shall comply with
and conform to all present and future laws, ordinances, regulations and orders
of all applicable governmental or quasi-governmental authorities having
jurisdiction over the Premises, including those concerning the use, occupancy
and condition of the Premises and all machinery, equipment and furnishings
therein, except that Landlord shall comply with all such requirements with
respect to the Building's structural components and systems, including those
within the Premises, except to the extent structural alterations or improvements
are the direct result of any required change to the Premises for which Tenant is
responsible. In the event any act or omission by Tenant or Tenant's agents,
employees or contractors results in a violation of law for which Landlord is
fined or otherwise penalized, Tenant shall pay or reimburse Landlord for any
such fine or penalty. The party performing the Tenant Work pursuant to Exhibit B
shall obtain the initial nonresidential use permit for the Premises. Any amended
or substitute nonresidential use permit necessitated by Tenant's particular use
of the Premises or any Alterations made by Tenant in the Premises shall be
obtained by Tenant at Tenant's sole expense. Tenant acknowledges that the Land
and the Building, and its use thereof, are subject to the Declaration of
Covenants, Conditions and Restrictions of the Fair Lakes League (the "Fair Lakes
CCRs"), which has been recorded in the land records of Fairfax County, Virginia.
Landlord warrants that the current zoning classification applicable to the Land
permits occupancy for general and executive office purposes, and that no other
covenants or restrictions (including the Fair Lakes CCRs) affecting the Land
will prevent or interfere with such use.

ARTICLE 7
ASSIGNMENT AND SUBLETTING

7.1. Tenant shall not assign this Lease or any of Tenant's rights or
obligations hereunder, or sublet the Premises or any part thereof, without
Landlord's prior written consent. Landlord's consent shall not be unreasonably
withheld, conditioned or delayed, provided the proposed assignee or subtenant
will use the Premises only for the purposes and in the manner permitted under
this Lease. Landlord shall respond to a request for its approval of a proposed
assignment or sublease within ten (10) business days following its receipt of a
written request for such approval from Tenant, and Landlord's failure to respond
within such ten (10) business day period shall be deemed to constitute
Landlord's approval of the assignment or sublease. Landlord shall furnish Tenant
with detailed written reasons for Landlord's refusal to approve any assignment
or sublease. No assignment or transfer of this Lease may be effected by
operation of law or otherwise without Landlord's prior written consent.
Landlord's acceptance or collection of rent from

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<PAGE> 15

any assignee, subtenant or occupant shall not be construed as a consent to or
acceptance of such assignee, subtenant or occupant as a tenant. Neither shall
Landlord's consent to any assignment, subletting or occupancy, or Landlord's
acceptance or collection of rent from any assignee, subtenant or occupant, be
construed as relieving Tenant or any assignee, subtenant or occupant from the
obligation of obtaining Landlord's prior written consent to any subsequent
assignment, subletting or occupancy. Notwithstanding any assignment of Tenant's
interest in this Lease, the original Tenant hereunder shall remain liable for
all obligations of Tenant arising under this Lease. Tenant agrees to furnish
Landlord, upon request, with such financial information concerning any proposed
assignee or subtenant as Tenant may have in its possession; however, because the
original Tenant remains liable for the obligations of Tenant under this Lease,
Landlord agrees that the financial condition of the proposed assignee or
subtenant will not be a reasonable basis for Landlord to withhold approval of
such proposed assignee or subtenant. Tenant agrees that, in the event the bulk
of the original Tenant's assets are hereafter conveyed to any parent, subsidiary
or affiliate of the original Tenant, then, upon any assignment of this Lease
occurring after such conveyance, the obligations of Tenant under this Lease
shall be guaranteed by the parent, subsidiary or affiliate to which such assets
were conveyed. All restrictions and nonmonetary obligations imposed pursuant to
this Lease on Tenant shall be deemed to extend to any subtenant, assignee or
occupant of Tenant, and Tenant shall cause such persons to comply with all such
restrictions and obligations. Any assignee shall expressly assume in writing all
obligations of Tenant arising under this Lease after such assignment is
effective.

7.2. Notwithstanding any other provision of this Article 7, Tenant
shall have the right to assign this Lease or to sublet all or any portion of the
Premises, in either case without the consent of Landlord, to any entity that is
owned by or under common ownership with Tenant, or to any division or subentity
of Tenant, or to any entity or user that is partially owned by Tenant and in the
management and operations of which Tenant is an active participant. No such
assignment or subletting shall relieve the original Tenant from liability for
the performance of all of the obligations of the tenant under this Lease.

ARTICLE 8
MAINTENANCE AND REPAIRS

8.1. Tenant shall keep and maintain the Premises and all fixtures and
equipment located therein in clean, safe and sanitary condition, shall take good
care thereof and make all repairs and replacements thereto, and shall suffer no
waste or injury thereto, provided that Landlord shall be solely responsible for
maintaining and repairing the Building's structural components and systems,
including those within the Premises (unless repair is necessitated by any
negligent or wrongful act or omission of Tenant or its agents or employees or
contractors). At the expiration or earlier termination of the Lease Term,
subject to Section 9.3 below, Tenant shall surrender the Premises in the same
order and condition in which they were on the Lease Commencement Date, ordinary
wear and tear and damage by casualty or condemnation excepted. Except as
otherwise provided in Article 18, all injury, breakage and damage to the
Premises and to any other part of the Building or the Land caused by any act or
omission of Tenant or of any agent or employee or contractor of Tenant shall be
repaired by and at Tenant's expense, except that Landlord shall have the right
at Landlord's option to make any such repair if it involves the Building's
structural components or systems and to charge Tenant for all reasonable costs
and expenses incurred in connection therewith. The liability of Tenant for such

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<PAGE> 16

costs and expenses shall be reduced by the amount of any insurance proceeds
received by Landlord on account of such injury, breakage or damage. Landlord
shall provide and install replacement tubes for standard fluorescent light
fixtures; all other bulbs and tubes for the Premises shall be provided and
installed by Landlord at Tenant's expense.

8.2. Landlord shall keep and maintain in good order and repair the
base-building structure and systems, including the roof, exterior walls,
elevators, electrical, plumbing and HVAC systems, and the ground floor lobby and
other core areas and base-building facilities of the Building (including the
parking structure and surface parking areas).

ARTICLE 9
ALTERATIONS

9.1. The original improvement of the Premises shall be accomplished in
accordance with Exhibit B. Landlord is under no obligation to make any
structural or other alterations, additions or improvements (collectively
"Alterations") in or to the Premises except as set forth in Exhibit B or
otherwise expressly provided in this Lease.

9.2. Except as provided below, Tenant shall not make or permit anyone
for whom Tenant is responsible to make any Alterations in or to the Premises or
the Building without Landlord's prior written consent. If a proposed Alteration
does not affect the structure of the Building or modify the base-building
mechanical, electrical or plumbing systems, then, if the cost thereof is less
than $50,000 (and provided such cost, in the aggregate with the cost of other
Alterations made without Landlord's consent during the preceding twelve (12)
month period, does not exceed $150,000), Landlord's consent thereto shall not be
required. If an Alteration will affect the structure of the Building or modify
the base-building mechanical, electrical or plumbing systems or if the cost
thereof is $50,000 or more (or would, in the aggregate with the cost of other
Alterations made without Landlord's consent during the preceding twelve (12)
month period, exceed $150,000), Landlord's consent thereto shall not be
unreasonably withheld, conditioned or delayed. Any Alteration made by Tenant
shall be made: (a) in a good and workmanlike manner by an experienced, reputable
contractor; and (b) in accordance with all applicable legal requirements and
requirements of any insurance company insuring the Building. If any mechanic's
or materialman's lien is filed in connection with any Alteration, then such lien
shall be discharged by Tenant at Tenant's expense within thirty (30) days after
Tenant receives notice thereof by the payment thereof or the filing of a bond.
If Tenant shall fail to discharge any such mechanic's or materialman's lien,
Landlord may, at its option, discharge such lien and treat the cost thereof
(including reasonable attorneys' fees incurred in connection therewith) as
additional rent payable with the next monthly installment of Base Rent falling
due at least fifteen (15) days following Landlord's submission of a bill to
Tenant. If Landlord gives its consent to the making of any Alteration, then such
consent shall not be deemed to constitute Landlord's consent to subject its
interest in the Premises, the Building or the Land to any mechanic's or
materialman's lien which may be filed in connection therewith.

9.3. Upon the expiration or sooner termination of the Lease Term,
Tenant may, at its election, either remove or leave in place any Alterations,
fixtures, telephone or computer wiring,

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<PAGE> 17

auxiliary HVAC equipment, raised computer flooring, kitchen equipment, built-in
furnishings, and other special installations or equipment installed in the
Premises by Landlord (excluding Landlord's Work, as described in Exhibit B) or
Tenant. In the event Tenant elects to leave any such items in place, then (i) if
any of such items, at the time of their initial installation, violated (or were
installed in a manner that caused them to violate) any code requirements in
force at the time of such initial installation, Tenant shall correct such
violation upon Tenant's vacating of the Premises, and (ii) if any of such items
render any base-building system nonoperational or render any portion of the
Premises unusable or inaccessible (e.g., an automatic locking system), Tenant
shall correct such condition upon Tenant's vacating of the Premises (and if such
condition can be corrected only by the removal of the item in question, then
Tenant shall not have the option of leaving such item in place). In the event
Tenant elects to remove any items, Tenant shall repair any structural damage to
the Premises or any breach of applicable laws or codes caused by such removal,
but shall not be required to restore any nonstructural elements such as
partitions, carpets, ceiling tiles, and the like. Landlord shall have the right
to repair at Tenant's expense all structural damage and injury to the Premises
or the Building caused by such removal or to require Tenant to do the same.
Tenant shall also have the right to remove, prior to the expiration or earlier
termination of the Lease Term, all movable furniture, furnishings and equipment
installed in the Premises. If any such furniture, furnishing or equipment is not
removed by Tenant within fifteen (15) days following the expiration or earlier
termination of the Lease Term, then the same shall become Landlord's property
and shall be surrendered with the Premises as a part thereof; provided, however,
that Landlord shall have the right to remove from the Premises at Tenant's
expense such furniture, furnishing or equipment, and Tenant shall reimburse
Landlord for the cost of such removal within thirty (30) days after receipt of
written demand therefor.

ARTICLE 10
SIGNS

10.1. Tenant may install and maintain upon the exterior of the Building
such signage identifying Tenant as Tenant may elect, subject to compliance with
all applicable legal requirements and restrictions and compliance with any other
covenants or restrictions binding upon the Land. Upon the expiration or
termination of this Lease, Tenant shall remove its exterior signage and repair
any damage to the Building caused by such removal. Landlord shall not install
any signage upon the Building unless approved by Tenant in Tenant's sole
discretion.

10.2. Tenant shall have the right to designate all entries on the
Building's directory. Tenant may install such signs in the interior of the
Premises as Tenant may elect.

ARTICLE 11
TENANT'S INSTALLATIONS

11.1. Safes and other heavy equipment and fixtures shall be installed
in such manner as engineered by Tenant's engineer and reasonably approved by
Landlord in order to distribute their weight adequately. Any and all damage or
injury to the Premises or the Building caused by moving the property of Tenant
into or out of the Premises, or due to the same being in or upon the Premises,
shall be repaired at the sole cost of Tenant.

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<PAGE> 18

ARTICLE 12
SECURITY DEPOSIT

[Intentionally omitted]

ARTICLE 13
INSPECTION

13.1. Tenant shall permit Landlord and its designees to enter the
Premises, without charge therefor and without diminution of the rent payable by
Tenant, to inspect the Premises, to make such alterations and repairs as may be
necessary, or to exhibit the Premises to prospective tenants during the last
three hundred sixty-five (365) days of the Lease Term. Notwithstanding the
foregoing, in the event a portion of the Premises greater than one-half floor is
rendered untenantable by any such activity for more than two (2) consecutive
days, and provided (i) Tenant gives Landlord notice of such untenantability and
(ii) Tenant does not in fact use or occupy such area, then a proportionate
amount of Base Rent and additional rent shall be abated until the entirety of
such portion of the Premises is again tenantable. In connection with any such
entry, (i) Landlord shall minimize the disruption to Tenant's use of the
Premises, and (ii) Landlord shall comply with Tenant's reasonable security
requirements applicable to discrete areas that are devoted to particularly
confidential or sensitive matters. Except in an emergency, Landlord shall give
Tenant reasonable prior notice (which need not be in writing) of any entry into
the Premises pursuant to this Section.

ARTICLE 14
INSURANCE

14.1. Tenant shall not conduct or permit any activity or place any item
in or about the Building which may invalidate any insurance on the Building.

14.2. Throughout the Lease Term, Landlord shall insure the Building and
the permanent leasehold improvements therein and the parking facilities and any
other improvements on the Land against loss due to fire and other casualties
included in broad form property insurance policies, with an agreed amount
endorsement and replacement cost coverage, exclusive of excavations, footings
and foundations. Throughout the Lease Term, Landlord shall also carry commercial
general liability insurance in the minimum amount of five million dollars
($5,000,000) for injury to persons and damage to property, combined single
limit. Landlord's commercial general liability policy shall name Tenant as an
additional insured. If requested by Tenant, certificates of insurance shall be
delivered by Landlord to Tenant on or before the Lease Commencement Date and at
least annually thereafter.

14.3. Throughout the Lease Term, Tenant shall insure, for their full
insurable value, the contents of the Premises, including furnishings, fixtures
and equipment used or installed in the Premises by or on behalf of Tenant, and
the other personal property of Tenant in the Premises, against loss due to fire
and other casualties included in broad form property insurance policies,

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<PAGE> 19

with an agreed amount endorsement and replacement cost coverage. Throughout the
Lease Term, Tenant shall obtain and maintain commercial general liability
insurance in a company or companies licensed to do business in the Commonwealth
of Virginia and having an A.M. Best's rating of A:X or better. Such insurance
shall be in the minimum amount of five million dollars ($5,000,000) for injury
to persons and damage to property, combined single limit, shall be for a minimum
term of one (1) year, and may be carried as excess coverage. Tenant's commercial
general liability policy shall name Landlord as an additional insured, and if
requested by the holder of any mortgage or deed of trust against the Building,
the commercial general liability policy shall also name such holder as an
additional insured. If requested by Landlord, certificates of insurance shall be
delivered by Tenant to Landlord on or before the Lease Commencement Date and at
least annually thereafter. Each such policy shall contain an endorsement
prohibiting cancellation or reduction of coverage without first giving Landlord
and the holder of any mortgage or deed of trust on the Building at least thirty
(30) days' prior written notice of such proposed action. All insurance carried
by Tenant hereunder shall be primary and not contributing with any insurance
carried by Landlord.

14.4. Tenant hereby waives and releases Landlord from any and all
liabilities, claims and losses on account of damage to Tenant's property for
which Landlord is or may be held liable to the extent Tenant either is required
to maintain insurance pursuant to this Article 14 or actually receives insurance
proceeds on account thereof. Landlord hereby waives and releases Tenant from any
and all liabilities, claims and losses on account of damage to the Building for
which Tenant is or may be held liable to the extent Landlord either is required
to maintain insurance pursuant to this Article 14 or actually receives insurance
proceeds on account thereof. Each party hereto shall secure waiver of
subrogation endorsements from their respective insurance carriers. The foregoing
waivers shall not apply to the extent of deductibles not in excess of $10,000
under each party's property insurance policy.

ARTICLE 15
SERVICES AND UTILITIES

15.1. Continually through the Lease Term, Landlord will furnish to the
Premises air-conditioning and heating during the seasons in which they are
required in accordance with the standards set forth in Exhibit E attached
hereto. Continually through the Lease Term, Landlord will provide: electricity;
water; elevator service; exterior and interior window-cleaning service; and
janitorial service after 6:00 p.m. on Monday through Friday only (excluding
holidays) in accordance with the standards set forth in Exhibit F hereto. Upon
Tenant's request, Landlord agrees to amend Exhibit F from time to time to
incorporate services which are commensurate with services furnished in other
first-class office buildings in the Market Area (as defined in Section 3.4(c)(2)
above). The hours of operation of the Building will be 8:00 a.m. to 7:00 p.m. on
Monday through Friday (except holidays) and 9:00 a.m. to 2:00 p.m. on Saturday
(except holidays) and such additional hours, if any, as Landlord from time to
time determines. The Building's HVAC system shall be designed so that Tenant
will be able to obtain HVAC service on a zone-by-zone basis, without prior
arrangement, at any time beyond the aforesaid normal hours of operation. Tenant
shall pay for such after-hours service a charge reasonably established by
Landlord from time to time to compensate Landlord for the actual incremental
wear on the

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Building's HVAC system resulting from such after-hours usage (it being
understood that all electricity, water and maintenance costs relating to both
scheduled and after-hours HVAC service are being included in the Operating
Charges of the Building). During the first two (2) Lease Years, such charge for
after-hours HVAC service shall not exceed $7.85 per hour of after-hours use per
zone (there being two (2) zones per floor). As used in this Section 15.1, the
term "holidays" shall mean New Year's Day, Presidents Day, Martin Luther King
Jr.'s Birthday (in even-numbered years only), Memorial Day, Independence Day,
Labor Day, Columbus Day (in odd-numbered years only), Thanksgiving Day, the day
after Thanksgiving, and Christmas, as such list of holidays may be modified by
Tenant from time to time. Landlord agrees to provide an access control system
for the Building that will control all points of ingress and egress to the
Building after hours, and that will afford Tenant access to the Premises
twenty-four (24) hours per day every day of the year. At least two (2) elevators
in the Building shall be in service at all times.

15.2. The parties agree to comply with all mandatory energy or water
conservation controls and requirements applicable to office buildings that are
imposed or instituted by the Federal or state governments, including without
limitation, controls on the permitted range of temperature settings in office
buildings and requirements necessitating curtailment of the volume of energy or
water consumption or the hours of operation of the Building. Any terms or
conditions of this Lease that conflict or interfere with compliance with such
controls or requirements shall be suspended for the duration of such controls or
requirements. It is further agreed that compliance with such controls or
requirements shall not be considered an eviction, actual or constructive, of the
Tenant from the Premises and shall not entitle Tenant to terminate this Lease or
to an abatement of any rent payable hereunder.

15.3. If any interruption of utilities or services shall continue for
more than two (2) consecutive days and shall render any portion of the Premises
unusable for the normal conduct of Tenant's business, and provided (i) Tenant
gives Landlord notice of such unusable condition and (ii) Tenant does not in
fact use or occupy such portion of the Premises, then all Base Rent and
additional rent payable hereunder with respect to such portion of the Premises
shall be abated retroactively to the first (1st) day of such interruption and
such abatement shall continue until full use of such portion of the Premises is
restored to Tenant.

15.4. Throughout the Lease Term, the Building shall be managed and
operated in a manner commensurate with the standards obtaining in other
first-class buildings in the Market Area (as defined in Section 3.4(c)(2)
above).

15.5. Landlord shall not employ any cleaning contractor for the
Building without Tenant's prior written approval, which shall not be
unreasonably withheld, conditioned or delayed. In the event Tenant determines
that the janitorial services being furnished by Landlord are unsatisfactory, in
Tenant's reasonable judgment, Tenant shall deliver written notice to Landlord
specifying in detail the manner in which the services are deemed deficient. If
the deficiencies are not, in Tenant's reasonable judgment, substantially
corrected during the next succeeding sixty (60) days, then Tenant may deliver a
further notice to Landlord advising Landlord of such fact and Landlord shall
terminate the contract for janitorial services to the

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Building. Promptly thereafter, Landlord shall enter into a new contract for
janitorial services to the Building with a contractor approved by Tenant, such
approval not to be unreasonably withheld, conditioned or delayed.

15.6. It is acknowledged and agreed that the initial management agent
for the Building will be Gilbane Properties, Inc. ("GPI"). Landlord shall not
employ any other management agent for the Building without Tenant's prior
written approval, which shall not be unreasonably withheld, conditioned or
delayed. In the event Tenant determines that the manager of the Building
(whether GPI or any other manager) is not operating the Building in a first
class manner, in Tenant's reasonable judgment, then Tenant may deliver written
notice to Landlord specifying in detail the manner in which the operation of the
Building is deemed deficient. If the deficiencies are not, in Tenant's
reasonable judgment, substantially corrected during the next succeeding sixty
(60) days, then Tenant may deliver a further notice to Landlord advising
Landlord of such fact and Landlord shall terminate the contract for management
services to the Building. Promptly thereafter, Landlord shall enter into a new
contract for management services to the Building with a managing agent approved
by Tenant, such approval not to be unreasonably withheld, conditioned or
delayed.

15.7. Landlord shall not adopt or materially modify an annual operating
budget for the Building without first reviewing said budget with Tenant.
Landlord agrees to consult with Tenant at Tenant's request from time to time
about the services being furnished hereunder to the Building. In the event
Tenant at any time requests with specificity that Landlord adjust (either to
increase or to decrease) the level of services being furnished to the Building,
Landlord agrees to confer with Tenant about such request and to make any
adjustment requested by Tenant that does not materially impair the overall
operation and maintenance of the Building and does not prohibit Landlord from
carrying out sound maintenance practices in keeping with Class A industry
standards for comparable properties.

15.8. Tenant shall have the right to participate in any discussions or
communications between Landlord and the local electric power company concerning
the designation of an electricity rate schedule for the Building, and Landlord
agrees to give Tenant reasonable prior notice of any planned meeting between
Landlord and power company representatives to discuss such issue. Landlord shall
not designate, elect, or approve an electricity rate schedule for the Building
without Tenant's prior approval, which approval shall not be unreasonably
withheld, conditioned or delayed, but may be granted or withheld based on the
anticipated financial impact upon Tenant.

ARTICLE 16
LIABILITY

16.1. Subject to the provisions of Section 14.4 hereof, Tenant shall
indemnify and hold Landlord, its employees and agents harmless from and against
all costs, damages, claims, liabilities and expenses (including attorneys' fees)
suffered by or claimed against Landlord, directly or indirectly, based on or
arising out of (a) Tenant's use and occupancy of the Premises or the parking
structure or other improvements upon the Land, or the business conducted by

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Tenant therein, (b) any negligent act or omission of Tenant or its employees or
agents or contractor, (c) any breach of Tenant's obligations under this Lease,
or (d) any entry by Tenant upon the Land prior to the Lease Commencement Date.
Subject to the provisions of Section 14.4 hereof, Landlord hereby agrees to
indemnify and hold Tenant harmless from and against all costs, damages, claims,
liabilities and expenses (including attorneys' fees) suffered by or claimed
against Tenant, directly or indirectly, based on, arising out of or resulting
from (i) Landlord's maintenance and operation of the Building or the parking
structure or other improvements upon the Land, (ii) any negligent act or
omission of Landlord or its employees or agents or contractor, or (iii) any
breach or default by Landlord in the observance or performance of its covenants
and obligations under this Lease. The foregoing indemnifications shall not
extend to any costs, expenses, claims, damages or liabilities arising solely out
of the negligence or willful misconduct of the indemnitee, its agents,
employees, contractors or invitees.

16.2. If any landlord hereunder transfers the Building or such
landlord's interest therein in accordance with the provisions of Section 24.3
below, then the transferor landlord shall not be liable for any obligation or
liability based on or arising out of any event or condition occurring after the
date of such transfer. Within fifteen (15) days after the transferee's request,
Tenant shall attorn to such transferee and execute, acknowledge and deliver any
reasonable document submitted to Tenant confirming such attornment, provided
such transferee has assumed all of the obligations of Landlord thereafter
arising hereunder.

16.3. Except as expressly provided in this Lease, Tenant shall not have
the right to offset or deduct the amount allegedly owed to Tenant pursuant to
any claim against Landlord from any rent or other sum payable to Landlord.
Tenant's sole remedy for recovering upon such claim shall be to institute an
independent action against Landlord.

16.4. If Tenant is awarded a money judgment against Landlord, then
recourse for satisfaction of such judgment shall be limited to execution against
Landlord's estate and interest in the Building and the Land and sales proceeds
generated thereby. No other asset of Landlord shall be available to satisfy, or
be subject to, such judgment, nor shall any natural person be held to have
personal liability for satisfaction of any claim or judgment against Landlord.

16.5. If Landlord shall be in default in the performance of any of its
duties or obligations hereunder, Tenant may deliver written notice of such
default to Landlord and to any Mortgagee of whose identity and address Tenant
has previously been notified in writing. If such default continues for fifteen
(15) consecutive days following the date of such notice (unless such default is
not susceptible of cure within fifteen (15) days, in which event this provision
shall apply only if Landlord shall not commence to cure such default within said
fifteen (15) day period or shall not thereafter diligently pursue such cure to
completion), then, in addition to any other rights Tenant may have in law or
equity, Tenant may (but shall not be obligated to) cure such default on behalf
of Landlord. Landlord shall reimburse Tenant upon demand for all reasonable
out-of-pocket costs incurred by Tenant in curing such default, including,
without limitation, reasonable attorneys' fees and other legal expenses,
together with interest thereon at the Default Rate (as defined in Section 20.4
below). If Landlord fails thus to reimburse Tenant within fifteen (15) days
following Landlord's receipt of a reasonably detailed invoice for the

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<PAGE> 23

costs incurred by Tenant, then Tenant may offset the reimbursable amount
(including interest, as described above) against any Base Rent or additional
rent thereafter falling due. To the extent any sum thus reimbursed to Tenant by
Landlord (either directly or by virtue of a rent offset) represents an amount
that would have been included in the Operating Charges of the Building if paid
by Landlord to perform the obligation in question, Landlord shall be entitled to
include in Operating Charges the sum reimbursed to Tenant (but not any interest
thereon or any reimbursed legal expenses or other associated costs not incurred
as a direct cost of performing the obligation in question).

ARTICLE 17
RULES

17.1. Tenant shall at all times abide by and observe the rules set
forth in Exhibit C. Tenant shall also abide by and observe any other rule that
Landlord may reasonably promulgate from time to time for the operation and
maintenance of the Building, provided that notice thereof is given and such rule
is not inconsistent with the provisions of this Lease.

ARTICLE 18
DAMAGE OR DESTRUCTION

18.1. If the Premises or the Building is totally or partially damaged
or destroyed, thereby rendering the Premises totally or partially inaccessible
or unusable, then Landlord shall diligently repair and restore the Premises and
the Building to substantially the same condition they were in prior to such
damage or destruction; provided, however, that if in Landlord's good faith
reasonable judgment such repair and restoration cannot be completed within the
lesser of (a) fifteen (15) months after the occurrence of such damage or
destruction or (b) twelve (12) months after settlement with any insurance
company involved, then Landlord shall promptly notify Tenant of such
determination. For a period of thirty (30) days after receipt of such
determination, Tenant shall have the right to terminate this Lease by providing
written notice to Landlord. If Tenant does not elect to terminate this Lease
within such thirty (30) day period, Landlord shall proceed to repair and restore
the Premises and the Building. In the event Landlord has not completed its
repairs and restoration by the later of (i) the date by which it had been
projected that Landlord's work would be completed, or (ii) the earlier of (a)
the date that is fifteen (15) months after the date of the casualty, or (b) the
date that is twelve (12) months after settlement with any insurance company
involved, then Tenant shall have the right, at any time thereafter before the
restoration has been completed, to terminate this Lease by delivering written
notice of termination to Landlord; provided, however, that, if Landlord has
diligently pursued restoration and Tenant is then able (practically and
lawfully) to occupy at least seventy-five percent (75%) of the rentable area of
the Premises for the normal conduct of Tenant's business, then Tenant shall not
have the right to terminate this Lease unless Landlord fails to complete all of
its repairs and restoration within an additional ninety (90) days, and during
such extended restoration period Tenant shall pay Base Rent and additional rent
only for the portion of the Premises that is usable for the normal conduct of
Tenant's business.

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<PAGE> 24

18.2. If this Lease is terminated pursuant to Section 18.1 above, then
all rent shall be apportioned (based on the portion of the Premises which is
usable after such damage or destruction) and paid to the date of termination. If
this Lease is not terminated as a result of such damage or destruction, then
until such repair and restoration of the Premises are substantially complete,
Tenant shall be required to pay the Base Rent and additional rent only for the
portion of the Premises that is usable for the normal conduct of Tenant's
business (as determined in Tenant's reasonable judgment) and accessible while
such repair and restoration are being made. Landlord shall bear the expenses of
repairing and restoring the Premises and the Building; provided, however, that
Landlord shall not be required to repair or restore any Alteration previously
made by Tenant or any of Tenant's trade fixtures, furnishings, equipment or
personal property.

18.3. Notwithstanding anything herein to the contrary, Landlord shall
not be obligated to restore the Premises or the Building and shall have the
right to terminate this Lease if zoning or other applicable laws or regulations
do not permit such repair and restoration.

18.4. Notwithstanding anything in this Article 18 to the contrary, in
the event of any fire or casualty occurring during the last twenty-four (24)
months within the Lease Term, if (a) the damage caused by such fire or casualty
will take more than one hundred twenty (120) days to repair and restore and (b)
upon the substantial completion of such repair and restoration less than
eighteen (18) months will remain in the Lease Term, then Landlord and Tenant
shall each have the right to terminate this Lease by written notice delivered to
the other within thirty (30) days after the terminating party is made aware that
the circumstances described in the foregoing clauses (a) and (b) exist;
provided, however, that if, within said thirty (30) day period, Tenant exercises
any then-available option of Tenant to renew the term of this Lease, then
neither party shall have the right to terminate this Lease and Landlord shall
proceed to restore the Premises and the Building as described above.

ARTICLE 19
CONDEMNATION

19.1. If one-third or more of the Premises or occupancy thereof shall
be permanently taken or condemned by any governmental or quasi-governmental
authority for any public or quasi-public use or purpose or sold under threat of
such a taking or condemnation (collectively, "condemned"), then this Lease shall
terminate on the date title thereto vests in such authority and rent shall be
apportioned as of such date. If less than one-third of the Premises or occupancy
thereof is condemned, then Landlord shall be obligated, at Landlord's expense,
to erect such walls as may be necessary to enclose the part of the Premises not
condemned and restore the remainder of the Premises to an architectural unit as
nearly like the condition of the Premises prior to such taking as is practicable
under the circumstances; provided, however, that Landlord shall not be required
to expend for such restoration more than an amount equal to the condemnation
proceeds actually awarded to Landlord as a result of any such taking. This Lease
shall continue in full force and effect as to the part of the Premises not
condemned, except that as of the date title vests in such authority Tenant shall
not be required to pay the Base Rent and additional rent with respect to the
part of the Premises condemned.

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<PAGE> 25

19.2. Except as provided hereinbelow, all awards, damages and other
compensation paid by such authority on account of such condemnation shall belong
to Landlord, and Tenant assigns to Landlord all rights to such awards, damages
and compensation. Tenant shall not make any claim against Landlord or the
authority for any portion of such award, damages or compensation attributable to
damage to the Premises, value of the unexpired portion of the Lease Term, loss
of profits or goodwill, or severance damages, but Tenant shall be entitled to a
portion of the award, damages or compensation equal to the unamortized cost of
any permanent leasehold improvements installed in the Premises at Tenant's
expense (i.e., not paid for by application of the Tenant Work Credit described
in Exhibit B hereto). In addition, nothing contained herein shall prevent Tenant
from pursuing a separate claim against the authority for the value of
furnishings, trade fixtures, equipment, and other movable fixtures or
improvements installed in the Premises at Tenant's expense and for relocation
expenses, provided that such claim shall in no way diminish the award, damages
or compensation payable to or recoverable by Landlord in connection with such
condemnation.

ARTICLE 20
DEFAULT

20.1. Each of the following shall constitute an Event of Default: (a)
Tenant's failure to make any payment of the Base Rent, additional rent or other
sum on or before such payment's due date, if such failure continues for five (5)
business days after Tenant receives written notice that such payment was not
made when due; (b) Tenant's violation or failure to perform or observe any other
covenant or condition contained in this Lease within thirty (30) days after
written notice thereof from Landlord, provided that, if such violation or
failure is not capable of being cured within such thirty (30) day period for
reasons including those set forth in Section 26.21 hereof, there shall exist no
Event of Default provided Tenant commences to cure such violation or failure
within said thirty (30) day period and diligently pursues such cure to
completion; or (c) an Event of Bankruptcy as specified in Article 21 with
respect to Tenant.

20.2. If there shall be an Event of Default, including an Event of
Default prior to the Lease Commencement Date, then Landlord shall have the
right, at its sole option, to terminate this Lease. In addition, with or without
terminating this Lease, Landlord may re-enter, terminate Tenant's right of
possession and take possession of the Premises. The provisions of this Article
shall operate as a notice to quit, any other notice to quit or of Landlord's
intention to re-enter the Premises being hereby expressly waived. If necessary,
Landlord may proceed to recover possession of the Premises under and by virtue
of the laws of the Commonwealth of Virginia, or by such other lawful
proceedings, including re-entry and possession, as may be applicable. If
Landlord elects to terminate this Lease and/or elects to terminate Tenant's
right of possession, then everything contained in this Lease to be done and
performed by Landlord shall cease, without prejudice, however, to Landlord's
right to recover from Tenant all rent and other sums accrued through the later
of termination or Landlord's recovery of possession. Whether or not this Lease
and/or Tenant's right of possession is terminated, Landlord may relet the
Premises or any part thereof for such rent and upon such terms and conditions
(which may include concessions or free rent and alterations of the Premises) as
Landlord may determine, but Landlord shall not be liable for Landlord's failure
to relet the Premises. Landlord agrees to use

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<PAGE> 26

reasonable efforts to relet the Premises and mitigate its damages. Whether or
not this Lease is terminated, Tenant nevertheless shall remain liable for any
Base Rent, additional rent or damages which may be due or sustained prior to
such default, all costs, fees and expenses (including, without limitation,
reasonable attorneys' fees, brokerage fees and expenses incurred in placing the
Premises in rentable condition) incurred by Landlord in pursuit of its remedies
and in renting the Premises to others from time to time. Tenant shall also be
liable for the Base Rent and additional rent which would have become due during
the remainder of the Lease Term, less the amount of rental, if any, which
Landlord receives during such period from others to whom the Premises may be
rented, which damages shall be computed and payable in monthly installments, in
advance, on the first day of each calendar month following Tenant's default and
continuing until the date on which the Lease Term would have expired but for
Tenant's default. Separate suits may be brought to collect any such damages for
any month(s), and such suits shall not in any manner prejudice Landlord's right
to collect any such damages for any subsequent month(s). Landlord shall not have
any right to accelerate the rental due hereunder. Tenant waives any right of
redemption, re-entry or restoration of the operation of this Lease under any
present or future law, including any such right which Tenant would otherwise
have if Tenant shall be dispossessed for any cause.

20.3. Except as expressly provided in this Lease, Landlord's and
Tenant's rights and remedies set forth in this Lease are cumulative and in
addition to Landlord's and Tenant's other rights and remedies at law or in
equity, including those available as a result of any anticipatory breach of this
Lease. Landlord's or Tenant's exercise of any such right or remedy shall not
prevent the concurrent or subsequent exercise of any other right or remedy.
Landlord's or Tenant's delay or failure to exercise or enforce any of its rights
or remedies or the other party's obligations shall not constitute a waiver of
any such rights, remedies or obligations. Neither Landlord nor Tenant shall be
deemed to have waived any default unless such waiver expressly is set forth in
an instrument signed by Landlord or Tenant, respectively. If Landlord or Tenant
waives in writing any default, then such waiver shall not be construed as a
waiver of any covenant or condition set forth in this Lease except as to the
specific circumstances described in such written waiver. Neither Tenant's
payment of a lesser amount than the sum due hereunder nor Tenant's endorsement
or statement on any check or letter accompanying such payment shall be deemed an
accord and satisfaction, and Landlord may accept the same without prejudice to
Landlord's right to recover the balance of such sum or to pursue any other
remedy available to Landlord. Landlord's re-entry and acceptance of keys shall
not be considered an acceptance of a surrender of this Lease.

20.4. If Tenant fails to make any payment of the Base Rent, additional
rent or any other sum payable to Landlord within five (5) days after the date
such payment is due and payable, then Tenant shall pay a late charge equal to
three percent (3%) of the amount of such payment. In addition, such payment and
such late fee shall bear interest at a rate per annum (the "Default Rate") that
is two (2) percentage points higher than the Prime Rate published from time to
time in the Money Rates section of The Wall Street Journal, from the date such
payment was due to the date of payment thereof. Notwithstanding the foregoing,
Landlord agrees to waive imposition of such late charge and interest on up to
two (2) occasions in any twelve (12) month

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<PAGE> 27

period provided the overdue payment is made within five (5) business days after
Landlord gives Tenant written notice that the payment was not made when due.

20.5. Landlord hereby waives all statutory or other lien rights
Landlord might otherwise have against any or all of Tenant's property situated
at the Premises. The foregoing waiver shall not apply to any judgment lien that
Landlord may obtain upon winning a final, nonappealable judgment in any suit
brought by Landlord against Tenant.

ARTICLE 21
BANKRUPTCY

21.1. The following shall be Events of Bankruptcy under this Lease: (a)
Tenant's becoming insolvent, as that term is defined in Title 11 of the United
States Code (the "Bankruptcy Code"), or under the insolvency laws of any state
(the "Insolvency Laws"); (b) appointment of a receiver or custodian for any
substantial portion of the property of Tenant, or the institution of a
foreclosure or attachment action upon any substantial portion of the property of
Tenant; (c) filing of a voluntary petition by Tenant under the provisions of the
Bankruptcy Code or Insolvency Laws; (d) filing of an involuntary petition
against Tenant as the subject debtor under the Bankruptcy Code or Insolvency
Laws, which either (i) is not dismissed within ninety (90) days of filing, or
(ii) results in the issuance of an order for relief against the debtor which is
not successfully appealed or stayed within ninety (90) days; or (e) Tenant's
making or consenting to an assignment for the benefit of creditors or a
composition of creditors.

21.2. Upon occurrence of an Event of Bankruptcy, Landlord shall have
all rights and remedies available pursuant to Article 20; provided, however,
that while a case in which Tenant is the subject debtor under the Bankruptcy
Code is pending, Landlord shall not exercise its rights and remedies pursuant to
Article 20 so long as the Bankruptcy Code prohibits the exercise of such rights
and remedies.

ARTICLE 22
SUBORDINATION

22.1. This Lease is subject and subordinate to the lien, provisions,
operation and effect of any first mortgage or first deed of trust which
currently encumbers the Land (or which will encumber the Land upon Landlord's
acquisition of title thereto). Landlord shall obtain on Tenant's behalf a
nondisturbance agreement substantially in the form attached hereto as Exhibit G
from the holder of the Mortgage currently encumbering the Land (or which will
encumber the Land upon Landlord's acquisition of title thereto). Provided the
applicable mortgagee enters into a subordination and nondisturbance agreement
with Tenant substantially in the form of Exhibit G attached hereto or otherwise
in a form reasonably acceptable to Tenant, this Lease shall also be subject and
subordinate to the lien, provisions, operation and effect of all mortgages,
deeds of trust, ground leases or other security instruments (collectively,
"Mortgages") which may hereafter encumber the Building or the Land, to all funds
and indebtedness intended to be secured thereby, and to all renewals,
extensions, modifications, or recastings thereof; however, this Lease shall not
be subordinated to any Mortgage if the holder thereof fails to enter into such

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<PAGE> 28

a nondisturbance agreement with Tenant. The holder of any Mortgage to which this
Lease is subordinate shall have the right at any time to declare this Lease to
be superior to the lien, provisions, operation and effect of such Mortgage, and
Tenant shall execute, acknowledge and deliver all reasonable documents required
by such holder in confirmation thereof.

22.2. Provided such purchaser assumes all of the obligations of
Landlord under this Lease (subject to the limitations set forth in the next
sentence), Tenant shall attorn to the purchaser of the Building at any
foreclosure sale and shall recognize such purchaser as the landlord under this
Lease. Upon such attornment, and after such purchaser succeeds to Landlord's
interest, such purchaser shall perform in accordance with the terms of this
Lease all obligations of Landlord arising after the date such purchaser acquires
title to the Building; provided, however, that such purchaser shall not be (a)
bound by any payment of the Base Rent or additional rent more than one (1) month
in advance, except any such payments required by the terms of this Lease, (b)
bound by any amendment of this Lease made without the consent of the holder of
each Mortgage existing as of the date of such amendment, if such consent was
required by the terms of such Mortgage and Tenant had been given notice of such
requirement, or (c) liable for damages for any breach, act or omission of any
prior landlord. Any rights of Tenant pursuant to the provisions of this Lease
shall survive any foreclosure and attornment. Tenant shall promptly execute,
acknowledge and deliver any reasonable document submitted to Tenant confirming
such attornment.

22.3. After Tenant receives notice from any person, firm or other
entity that it holds a Mortgage on the Building or the Land, a copy of every
default notice delivered by Tenant to Landlord shall be given to such holder,
provided that Tenant shall have been furnished with the name and address of such
holder. Any such holder shall have thirty (30) days after its receipt of notice
from Tenant of a default by Landlord under this Lease to cure such default
before Tenant may seek to terminate this Lease. Nothing contained in this
Section 22.3 shall be construed to prevent Tenant from exercising its right to
receive a rent abatement or offset in those circumstances expressly set forth in
this Lease.

ARTICLE 23
HOLDING OVER

23.1. If Tenant does not immediately surrender the Premises upon the
expiration or earlier termination of the Lease Term, then Tenant shall become a
tenant by the month and the Base Rent shall be (i) for the first ninety (90)
days of the holdover period, equal to the Base Rent that would have been payable
pursuant to the provisions of this Lease if the Lease Term had continued during
such holdover period, and (ii) following the first ninety (90) days of the
holdover period, equal to 125% of the Base Rent that would have been payable
pursuant to the provisions of this Lease if the Lease Term had continued during
such holdover period. Additional rent and other sums payable under this Lease
shall continue to be payable pursuant to the applicable provisions of this
Lease. Such rent shall be computed on a monthly basis and shall be payable on
the first day of such holdover period and the first day of each calendar month
thereafter during such holdover period until the Premises have been vacated.
Following the first ninety (90) days of the holdover period, Landlord may elect
no longer to recognize Tenant as a

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<PAGE> 29

tenant by the month, may refuse to accept the aforesaid holdover rental, and may
instead exercise Landlord's other rights and remedies, including Landlord's
right to evict Tenant and to recover damages.

ARTICLE 24
COVENANTS OF LANDLORD

24.1. Landlord covenants that it is the fee simple owner of the Land
(or will be the fee simple owner of the Land prior to the date on which
construction of the Building is to commence), that it will be the fee simple
owner of the Building, that it has the right to enter into this Lease, and that,
subject to the provisions of this Lease, Tenant shall during the Lease Term
peaceably and quietly occupy and enjoy the full possession of the Premises
without hindrance by Landlord or any party claiming through or under Landlord.

24.2. Wherever, under the terms of this Lease, Landlord's consent or
approval is required to any act or thing, such consent or approval shall not be
unreasonably withheld, delayed or conditioned. The failure to recite this
standard in any provision of this Lease concerning Landlord's consent or
approval rights shall not be deemed to imply that any other standard is intended
or is applicable.

24.3. It is acknowledged that Landlord's identity, reputation and
relationship with Tenant are a material inducement to Tenant to enter into this
Lease. Accordingly, Landlord agrees that it will not sell, transfer or convey
the Building or its interest in this Lease (other than an assignment as security
for financing of the Building) without Tenant's prior written consent. Tenant
agrees that it will not unreasonably withhold its consent to such a sale,
transfer or conveyance provided the transferee (i) is of good reputation and
character, (ii) has substantial experience in the ownership and management of
sizable, first-class, headquarters-quality office buildings in major urban
metropolitan areas, and (iii) expressly assumes in writing all of the
obligations of Landlord under this Lease (whether arising prior to or following
such conveyance).

24.4. After the initial construction financing for the Building
(including conversion of any such construction financing into a permanent loan
facility), Landlord shall not at any time encumber the Building and/or the Land
with any Mortgage(s) securing debt obligations in excess of ninety percent (90%)
of the appraised value of the Building and the Land at the time the Mortgage(s)
is (are) granted. Landlord shall not undertake any financing secured by a
Mortgage encumbering the Building or the Land without Tenant's prior written
approval, which approval shall not be unreasonably withheld, conditioned or
delayed, it being agreed and acknowledged that it shall be reasonable for Tenant
to withhold such approval if (but only if) Tenant reasonably determines that the
existence of such financing is reasonably likely to effect a material change in
the relationship between Landlord and Tenant hereunder or a material impairment
of Landlord's maintenance, repair or operation of the Building.

-26-
<PAGE> 30

ARTICLE 25
PARKING

25.1. During the Lease Term, Tenant shall have, at no additional
charge, the Parking Rights.

ARTICLE 26
GENERAL PROVISIONS

26.1. Tenant acknowledges that neither Landlord nor any broker, agent
or employee of Landlord has made any representations or promises with respect to
the Premises or the Building except as herein expressly set forth, and no right,
privilege, easement or license is being acquired by Tenant except as herein
expressly set forth.

26.2. Nothing contained in this Lease shall be construed as creating a
partnership or joint venture between Landlord and Tenant or to create any other
relationship other than that of landlord and tenant.

26.3. Landlord and Tenant each warrant to the other that in connection
with this Lease neither has employed or dealt with any broker, agent or finder,
other than the Broker. Landlord acknowledges that it shall pay any commission or
fee due to the Broker, pursuant to a separate written agreement. Landlord and
Tenant each shall indemnify and hold the other harmless from and against any
claim for brokerage or other commissions asserted by any broker, agent or finder
employed by the indemnifying party or with whom the indemnifying party has
dealt, other than the Broker.

26.4. At any time and from time to time (but not more than twice in any
Lease Year) upon not less than twenty (20) days' prior written notice, Tenant
shall execute, acknowledge and deliver to Landlord and/or any other person or
entity designated by Landlord, an estoppel certificate: (a) certifying that this
Lease is unmodified and in full force and effect (or if there have been
modifications, that this Lease is in full force and effect as modified and
stating the modifications); (b) stating the dates to which the rent and any
other charges have been paid; (c) stating whether or not, to the best knowledge
of Tenant, Landlord is in default in the performance of any obligation of
Landlord contained in this Lease, and if so, specifying the nature of such
default; (d) stating the address to which notices are to be sent; (e) confirming
that this Lease is subject and subordinate to every Mortgage encumbering the
Building or the Land, provided the holder thereof has delivered to Tenant an
acceptable nondisturbance agreement; and (f) certifying to such other matters as
Landlord may reasonably request. Any such statement may be relied upon by any
owner of the Building or the Land, any prospective purchaser of the Building or
the Land, or any holder or prospective holder of a Mortgage. Upon request,
Landlord agrees to execute and deliver to Tenant a comparable certificate.

26.5. Landlord and Tenant waive trial by jury in any action,
proceeding, claim or counterclaim brought in connection with any matter arising
out of or in any way connected with this Lease, the landlord-tenant
relationship, Tenant's use or occupancy of the Premises or any

-27-
<PAGE> 31

claim of injury or damage. Tenant consents to service of process and any
pleading relating to any such action at the Premises. Landlord and Tenant waive
any objection to the venue of any action filed in any court situated in the
jurisdiction in which the Building is located and waive any right under the
doctrine of forum non conveniens or otherwise, to transfer any such action filed
in any such court to any other court.

26.6. If either party to this Lease brings an action to enforce the
terms hereof or declare rights hereunder, the prevailing party in any such
action shall be entitled to recover its reasonable professional fees of
appraisers, accountants and investigators, and reasonable attorneys' fees and
costs from the losing party.

26.7. All notices or other required communications hereunder shall be
in writing and shall be deemed duly given when delivered in person (with receipt
therefor) or by facsimile (with electronic confirmation of transmittal), or one
(1) business day after being sent by Express Mail or overnight courier service
(provided a receipt will be obtained), or three (3) business days after being
sent by certified or registered mail, return receipt requested, postage prepaid,
to the following addresses: (i) if to Landlord, at 7 Jackson Walkway,
Providence, RI 02940, Attn: Michael E. Culbert; (ii) if to Tenant, at the Tenant
Address for Notices. Landlord's facsimile number is 401/456-5996. Tenant's
facsimile number is 703/908-8123. Either party may change its address or
facsimile number for the giving of notices by notice given in accordance with
this Section.

26.8. Each provision of this Lease shall be valid and enforceable to
the fullest extent permitted by law. If any provision of this Lease or the
application thereof to any person or circumstance shall to any extent be invalid
or unenforceable, then such provision shall be deemed to be replaced by the
valid and enforceable provision most substantively similar to such invalid or
unenforceable provision, and the remainder of this Lease and the application of
such provision to persons or circumstances other than those as to which it is
invalid or unenforceable shall not be affected thereby.

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

26.10. The provisions of this Lease shall be binding upon and inure to
the benefit of the parties and each of their respective representatives,
successors and assigns, subject to the provisions herein restricting assignment
or subletting.

26.11. This Lease contains the entire agreement of the parties hereto
and supersedes all prior agreements, negotiations, letters of intent, proposals,
representations, warranties, understandings and discussions between the parties
hereto. Any representation, inducement, warranty, understanding or agreement
that is not contained in this Lease shall be of no force or effect. This Lease
may be modified or changed in any manner only by an instrument duly signed by
both parties.

-28-
<PAGE> 32

26.12. This Lease shall be governed by and construed in accordance with
the laws of the Commonwealth of Virginia.

26.13. Article and section headings are used for convenience and shall
not be considered when construing this Lease.

26.14. The submission of an unsigned copy of this document or a document
signed by only one party shall not constitute an offer or option to lease the
Premises. This Lease shall become effective and binding only upon execution and
delivery by both Landlord and Tenant.

26.15. Time is of the essence of each provision of this Lease.

26.16. This Lease may be executed in multiple counterparts, each of
which shall be deemed an original and all of which together constitute one and
the same document.

26.17. Upon the request of either party, the parties agree to execute,
in recordable form, a short-form memorandum of this Lease, provided that such
memorandum shall not contain any of the specific rental terms set forth herein.
Such memorandum may be recorded in the land records of Fairfax County, Virginia,
and the party desiring such recordation shall pay all recordation costs and
taxes.

26.18. Rentable area for the Building shall mean all space measured from
the inside face of the exterior glass line of the Building. Rentable area for
the Premises shall be measured from the inside face of the exterior glass line
of the Building (a) without deduction for any mechanical rooms, vestibules,
elevator shafts, stairwells or other penetrations, but excluding from rentable
area any central mechanical plant(s), rooftop penthouse(s), elevator machine
room(s) and balconies, and (b) if the Building has more than one tenant, plus a
pro rata share of all common areas on the first floor of the Building. The
rental figures set forth in this Lease shall be appropriately adjusted once the
final measurement of the Building has been mutually agreed upon by Landlord and
Tenant, such measurement to be performed within thirty (30) days following
Landlord's completion of the base-building structure (excluding completion of
the lobby or other interior work being performed by Landlord).

26.19. Except as otherwise provided in this Lease, any additional rent
or other sum owed by Tenant to Landlord, and any cost, expense, damage or
liability incurred by Landlord for which Tenant is liable, shall be considered
additional rent payable pursuant to this Lease and paid by Tenant no later than
thirty (30) days after the date Landlord notifies Tenant of the amount thereof.

26.20. Landlord's and Tenant's monetary and indemnification liabilities
existing as of the expiration or earlier termination of the Lease Term shall
survive such expiration or earlier termination.

26.21. If Landlord or Tenant is in any way delayed or prevented from
performing any of its obligations under this Lease due to fire, act of God,
governmental act or failure to act, strike, labor dispute, inability to procure
materials or any other cause beyond Landlord's or Tenant's

-29-
<PAGE> 33

reasonable control (whether similar or dissimilar to the foregoing events)
(excluding, however, unavailability of funds), then the time for performance of
such obligation shall be excused for the period of such delay or prevention and
extended for a period equal to the period of such delay or prevention.

26.22. Each of the persons executing and delivering this Lease on
Landlord's and Tenant's behalf warrants that such person is duly authorized to
so act.

26.23. For purposes of applicable law, this instrument shall constitute
a deed of lease executed under seal. This Lease includes and incorporates all
Exhibits attached hereto.

ARTICLE 27
EXPANSION

27.1. It is acknowledged that Landlord has the option, through the
fifth (5th) anniversary of the date Tenant commences occupancy of the Premises,
to acquire from H/P Companies, L.C. (or an affiliate thereof) ("H/P") the right
to perform additional development on the Land. Landlord shall not exercise its
option to acquire such development rights except in accordance with the terms of
this Article 27. Landlord shall not modify the terms of its option agreement
with H/P without Tenant's prior written approval.

27.2. Upon Tenant's written request, Landlord shall either (i) assign
its development rights option to Tenant, at no charge to Tenant, or (ii)
exercise its option to acquire the development rights to the extent designated
by Tenant, and, simultaneously with its acquisition of such development rights,
assign such rights to Tenant for consideration equal to the consideration paid
by Landlord to H/P.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of
the day and year first above written.

-30-
<PAGE> 34

WITNESS: LANDLORD:

FAIRFAX GILBANE, L.P., a Virginia limited
partnership

By: Gilbane Properties, Inc.
General Partner

/s/ Ron By:/s/ Robert V. Gilbane
- ------------------------------- -----------------------------------
Title: President
--------------------------------

WITNESS: TENANT:

AMERICAN MANAGEMENT SYSTEMS, INC., a
Delaware corporation

/s/ Ethan J. Friedman By:/s/ Paul A. Brands
- ------------------------------- -----------------------------------------
Title: CEO
--------------------------------------

[FOLLOWING AS EXHIBIT A ARE TWO AERIAL SKETCHES OUTLINING THE PROPOSED
EXPANSION.]

-31-
<PAGE> 35

EXHIBIT B
WORK AGREEMENT

This Exhibit is attached to and made a part of that certain Lease
Agreement dated as of the 15th day of February, 1994 (the "Lease"), by and
between FAIRFAX GILBANE, L.P. ("Landlord") and AMERICAN MANAGEMENT SYSTEMS, INC.
("Tenant").

(a) Tenant's Authorized Representative. Tenant designates Dale Moser
and Thomas W. Huba of American Management Systems, Inc. and Mike Solomon of
Cushman & Wakefield (each, a "Tenant's Authorized Representative"), any of whom
alone may act, as the persons authorized to approve in writing all plans,
drawings, specifications, change orders, charges and approvals pursuant to this
Exhibit.

(b) Landlord's Work. Landlord shall construct the base-building
elements of the Building (the "Base Building Work"), the sitework on the Land,
and the parking structure and surface parking areas on the Land, all in
accordance with the Design Specifications attached hereto as Schedule I
(collectively, "Landlord's Work"). All of Landlord's Work shall be performed in
a good and workmanlike manner, in accordance with plans and specifications
("Landlord's Plans") mutually approved by Landlord and Tenant. Tenant's approval
of Landlord's Plans shall not be unreasonably withheld, conditioned or delayed,
and Tenant shall not be entitled to condition its approval of Landlord's Plans
upon the inclusion therein of any design specifications that are inconsistent
with the Design Specifications attached hereto as Schedule I (including
requiring a higher performance standard than any performance standard expressly
set forth in Schedule I). Tenant shall respond to any request for approval of
Landlord's Plans, or any portion or progress set thereof, or any modifications
thereto, as promptly as reasonably possible and in any event within ten (10)
business days in the case of the original complete set of Landlord's Plans and
any structural modifications thereto and within two (2) business days in the
case of any nonstructural modifications to Landlord's Plans, and Tenant's
failure to respond within such time periods shall be referred to herein and in
the Lease as a "Tenant Delay." In the event Tenant disapproves Landlord's Plans
or any portion thereof or any modifications thereto, Tenant's notice of
disapproval shall specify in detail the reasonable basis for such disapproval.
Landlord shall promptly make such revisions to Landlord's Plans as may be
necessary to address Tenant's reasonable objections, and shall resubmit
Landlord's Plans to Tenant for Tenant's approval. Tenant shall review such
revised plans as promptly as reasonably possible and notify Landlord whether
Tenant approves or reasonably disapproves Landlord's Plans as modified. This
process shall be repeated, if necessary, until Tenant's reasonable objections to
Landlord's Plans have been addressed and Tenant has approved Landlord's Plans.
After approval of Landlord's Plans, Tenant shall have the right to initiate
changes to Landlord's Plans or Landlord's Work, subject to (i) Landlord's
approval of any such proposed change, which approval shall not be unreasonably
withheld, conditioned or delayed, and (ii) Landlord's and Tenant's mutual
agreement concerning (and execution of a change order or other written
confirmation of) (A) any net increase in design or construction costs resulting
from such change, all of which increased costs shall be borne solely by Tenant,
and (B) any delay such change will cause in the completion of Landlord's Work or
the achievement of any milestone date(s), which

B-1
<PAGE> 36

delay shall not extend the Lease Commencement Date or the commencement of
Tenant's rental obligations under the Lease (but shall appropriately extend any
affected milestone date(s)) and shall be deemed a "Tenant Delay" for purposes
hereof and of the Lease. Landlord shall be responsible for causing Landlord's
Work to comply with all applicable legal requirements, including (without
limitation) requirements of building codes, environmental laws and the Americans
with Disabilities Act, and Landlord shall indemnify Tenant and hold it harmless
with respect to any loss, cost, damage or liability resulting from Landlord's
breach of this obligation (which indemnification shall survive the expiration or
termination of the Lease). In constructing the Base Building Work, Landlord
shall perform and install all work and materials designated "Base Building" in
Schedule II attached hereto. In performing the Base Building Work, Landlord
shall use best efforts to achieve the milestone dates set forth in Schedule III
attached hereto. In the event Landlord fails to achieve any of said milestone
dates, except to the extent such failure is caused by any Tenant Delay, the
December 29, 1995 date set forth in Section 3.2 of the Lease shall be extended
by one (1) day for each day of delay in achieving the milestone date; provided,
however, that such extension shall not occur if (and then only to the extent)
Landlord and Tenant mutually agree and acknowledge in writing that the
completion of the Tenant Work (as defined below) was not delayed by reason of
the delay in achieving Landlord's milestone date. Tenant agrees to use good
faith reasonable efforts to counter the effect of any delay by Landlord in
achieving any milestone date; however, Tenant shall not be obligated to expend
any additional amounts in such efforts (e.g., by employing overtime labor)
unless Landlord agrees in advance to bear any incremental cost associated with
such efforts (whether or not such efforts are ultimately successful).

(c) Tenant's Plans. All improvements to the Premises in excess of the
Base Building Work (including those items designated "Tenant Work" in Schedule
II) shall be performed by Tenant at Tenant's expense and shall be collectively
referred to herein as the "Tenant Work." Tenant's plans and working drawings for
the Tenant Work ("Tenant's Plans") shall be prepared by architects and engineers
employed and paid by Tenant (subject to application of the Tenant Work Credit
(as hereinbelow defined) toward such costs). Tenant's Plans shall comply with
all rules and regulations and other requirements of any governmental authorities
having or asserting jurisdiction over the Premises or the Building. Landlord's
approval of Tenant's Plans shall not be construed or deemed to be a
representation or warranty by Landlord that Tenant's Plans comply with the rules
and regulations of any governmental authorities having or asserting jurisdiction
over the Premises or the Building; however, Landlord shall notify Tenant of any
failure in such compliance of which Landlord is aware. Tenant's Plans, and any
changes or modifications thereof requested by Tenant, shall be subject to
Landlord's approval, which approval shall not be unreasonably withheld,
conditioned or delayed. Landlord shall respond to any request for approval of
Tenant's Plans, or any portion or progress set thereof, or any modifications
thereto, as promptly as reasonably possible and in any event within ten (10)
business days in the case of the original complete set of Tenant's Plans and any
structural modifications thereto and within two (2) business days in the case of
any nonstructural modifications to Tenant's Plans. In the event Landlord
disapproves Tenant's Plans or any portion thereof or any modifications thereto,
Landlord's notice of disapproval shall specify in detail the reasonable basis
for such disapproval. Tenant shall promptly make such revisions to Tenant's
Plans as may be necessary to address Landlord's reasonable objections, and shall
resubmit Tenant's Plans to Landlord for Landlord's

B-2
<PAGE> 37

approval. Landlord shall review such revised plans as promptly as reasonably
possible and notify Tenant whether Landlord approves or reasonably disapproves
Tenant's Plans as modified. This process shall be repeated, if necessary, until
Landlord's reasonable objections to Tenant's Plans have been addressed and
Landlord has approved Tenant's Plans. Tenant shall be responsible for
coordination of Tenant's Plans with the plans for the Base Building Work;
however, Landlord shall be responsible for any incremental cost or delay
resulting from any divergence (beyond standard, acceptable industry tolerance)
between the plans for the Base Building Work and the as-built condition of the
Base Building Work, unless Landlord has notified Tenant of such divergence and
has appropriately modified the plans for the Base Building Work before Tenant
designs the portion of Tenant's Work that is affected by such change in the Base
Building Work.

(d) Tenant's Contractor. Tenant shall cause the Tenant Work to be
performed by a contractor designated and employed by Tenant, subject to the
following terms and conditions:

(i) Tenant's Contractor must be approved by Landlord, whose
approval shall not be unreasonably withheld, delayed or conditioned. Tenant
shall be entitled to employ non-union contractors and subcontractors with
respect to all trades.

(ii) Tenant's Contractor shall maintain worker's compensation
and builder's risk insurance, in amounts and with companies reasonably
satisfactory to Landlord, or, in the case of workers' compensation coverage, in
amounts statutorily required.

(iii) In its performance of the Tenant Work, Tenant shall have
the right to take such actions and utilize such facilities as are customarily
and reasonably taken and utilized in the construction of comparable space.
Landlord shall cause any of its contractors working in the Building to work in
harmony with Tenant and Tenant's Contractor, and Landlord shall not knowingly
permit any other contractors to interfere with the performance of the Tenant
Work. Tenant's Contractor shall be given reasonable access to the site, the
loading docks, the elevators, and any hoist(s) put in place by Landlord;
provided, however, that all such access to the loading docks, elevators and
hoist(s) shall be scheduled through Landlord. Tenant shall not be charged for
the use of elevators, loading docks, and similar facilities in the construction
of the Tenant Work. Landlord shall specify an hourly charge for the use of any
hoist(s) put in place by Landlord to cover Landlord's actual costs associated
with the use of such hoist(s), and Tenant shall pay for any use of such hoist(s)
by Tenant or Tenant's Contractor at such hourly rate promptly upon being billed
therefor. During any period that Landlord's contractor and Tenant's Contractor
are both performing material work in the Building, Landlord and Tenant agree to
share equally the cost of any electricity consumed in the Building. During any
period that only Landlord's contractor or only Tenant's Contractor is performing
material work in the Building, the party employing such contractor shall pay the
entire cost of any electricity consumed in the Building.

(iv) No charges, fees or markups shall be collected by Landlord
with respect to the Tenant Work performed by Tenant's Contractor.

B-3
<PAGE> 38

(v) Following completion of the Tenant Work by Tenant's
Contractor, provided Landlord has disbursed the Tenant Work Credit in the manner
required pursuant hereto, Tenant shall obtain and deliver to Landlord an
unconditional lien waiver and an indemnification against subcontractor liens
with respect to the Premises and the Building from Tenant's Contractor and all
major subcontractors. Should any mechanic's or materialman's lien be filed
against the Premises or the Building with respect to any Tenant Work being
performed by Tenant's Contractor or its subcontractors, Tenant shall promptly
bond or pay off such lien.

(vi) Tenant's contract with Tenant's Contractor shall provide
for a retainage of 10% with respect to the first fifty percent (50%) of the
Tenant Work and 0% for the final fifty percent (50%) of the Tenant Work, such
that, upon substantial completion of the Tenant Work, a 5% retainage balance
will remain, which retainage balance shall be disbursed to Tenant's Contractor
upon delivery of the final lien waiver described in clause (v) above.

(vii) The Tenant Work Credit described in Paragraph (f) below
shall be disbursed to Tenant, no more than once every thirty (30) days, based on
the percentage of the Tenant Work that has been completed (as reasonably
determined by Landlord's architect and Tenant's architect) (but subject to
Paragraph (e) below). In connection with a request for the disbursement of any
portion of the Tenant Work Credit for "hard" or "soft" costs or other permitted
applications of the Tenant Work Credit, Tenant shall submit an AIA G702
requisition form, and in connection therewith (or as part thereof) Tenant shall
furnish to Landlord (i) a certificate signed by Tenant's Authorized
Representative stating that the work for which payment is sought has been
completed in accordance with Tenant's Plans and in a manner satisfactory to
Tenant, (ii) copies of lien waivers in a form reasonably satisfactory to
Landlord and its lender executed by the contractor performing the work for which
payment is being sought (which lien waivers may be conditioned on payment for
the current month), and (iii) if requested by Landlord, copies of invoices for
all work for which Tenant is seeking payment. In the event Landlord fails to
make a disbursement of the Tenant Work Credit within twenty (20) days after the
date Tenant submits a requisition and the supporting materials described above,
such payment shall bear interest at the Default Rate (as defined in Section 20.4
of the Lease) from the date payment is required to be made hereunder through the
date such payment is actually made by Landlord. In addition, if Landlord's
improper failure to make such disbursement results in a work stoppage by
Tenant's Contractor, then the December 29, 1995 date set forth in Section 3.2 of
the Lease shall be extended by one day for each day of such work stoppage.

(viii) Subject to the provisions of this Exhibit B, Tenant shall
be solely responsible for the progress of construction of the Tenant Work, and
for the quality and fitness thereof (except in cases where the Tenant Work is
reliant on the proper performance of the Base Building Work to function
properly). Without limiting the generality of the foregoing, Tenant shall be
solely responsible for the filing of Tenant's Plans with appropriate
governmental authorities and the obtaining of all necessary permits. Copies of
all permits shall be promptly furnished by Tenant to Landlord. Tenant shall also
be responsible for obtaining the nonresidential use permit for the Premises, and
shall deliver the original thereof to Landlord. Landlord shall cooperate with
Tenant in Tenant's efforts to obtain permits and a nonresidential

B-4
<PAGE> 39

use permit, and shall promptly execute any reasonable document relating thereto,
at no cost to Landlord.

(ix) Tenant shall indemnify and hold Landlord harmless from any
and all loss, liability, damage, claim, cause of action or expense, including
reasonable attorneys' fees, directly arising out of the Tenant Work, including,
but not limited to, any mechanics or construction liens arising as a result
thereof, any repair, alteration or replacement required as a result of the
Tenant Work, including alterations, repairs and replacements to the base
building or any other part of the Landlord's Work attributable to the Tenant
Work or any damage caused to Landlord's Work during construction of the Tenant
Work and/or subsequent operation of the facilities and systems incorporated into
the Tenant Work and any failure of the Tenant Work to comply with any applicable
governmental laws, ordinances, rules and regulations.

(e) Tenant's Budget. Prior to commencement of the Tenant Work, Tenant
shall provide to Landlord, in form reasonably satisfactory to Landlord's
construction lender ("Lender"), a budget detailing the total cost of completing
the Tenant Work. Tenant acknowledges that, to the extent the total cost of
completing the Tenant Work exceeds the Tenant Work Credit (as described in
Paragraph (f) below), Lender may require that Tenant show that the amount of
such excess cost has been expended by Tenant, and a corresponding portion of the
Tenant Work completed, before Lender shall be required to advance funds in
reimbursement for the Tenant Work and that, accordingly, Landlord's obligation
to pay the Tenant Work Credit to Tenant shall likewise be so conditioned. If,
prior to completion of the Tenant Work, Lender determines that the then
remaining balance of the Tenant Work Credit not yet paid to Tenant is not
sufficient to complete the Tenant Work, Lender may again require that the amount
of such excess cost be expended by Tenant, and a corresponding portion of the
Tenant Work be completed, before any further sums are disbursed by Lender or
otherwise required of Landlord hereunder to pay for the costs of completing the
Tenant Work. In the event Tenant is required pursuant to this Paragraph (e) to
expend any of its own funds toward completion of the Tenant Work, and if later
savings are achieved in the cost of the Tenant Work such that the total cost of
the Tenant Work is less than the amount of the Tenant Work Credit, then an
amount equal to the sums expended by Tenant pursuant to this Paragraph (e) shall
be disbursed to Tenant by Landlord in cash out of the balance of the Tenant Work
Credit remaining upon completion of the Tenant Work, until such balance of the
Tenant Work Credit is exhausted.

(f) Tenant Work Credit. Landlord hereby grants Tenant a credit to be
applied toward the cost of the Tenant Work in the amount of $8,505,860 (the
"Tenant Work Credit"). The Tenant Work Credit shall be increased or decreased
pro rata at such time as the final measurement of the Building is agreed upon
pursuant to Section 26.18 of the Lease. In the event the Tenant Work Credit
exceeds the cost of designing and constructing the Tenant Work as set forth in
the executed architect's agreement, project management agreement with Tenant's
project manager, and construction contract, any excess portion of the Tenant
Work Credit may be applied toward the cost of furniture, fixtures and equipment
(including telecommunications and computer equipment and cabling) installed by
Tenant in the Premises or any other expenses incurred by Tenant in relocating to
the Premises (including moving expenses and legal fees incurred in connection
with this Lease). Such costs shall be reimbursed as incurred, upon

B-5
<PAGE> 40

presentation of receipts or invoices evidencing that the cost in question has
been incurred. In the event the Tenant Work Credit is still not exhausted upon
payment of such costs, the remainder thereof shall be disbursed to Tenant within
thirty (30) days following the Rent Commencement Date.

(g) Ownership of Improvements. Landlord and Tenant hereby agree and
acknowledge that, notwithstanding the fact that Tenant may be contracting for
the design and construction of the Tenant Work, immediately upon its
installation in the Premises, all Tenant Work (including, without limitation,
all general office construction items, all mechanical, plumbing and HVAC
equipment, all voice or data communications wiring, and all raised computer
access flooring) shall be and remain the property of Landlord, and shall not
thereafter (except as otherwise provided in the Lease) be subject to removal by
Tenant or in any other manner be deemed the property of Tenant, but Tenant
waives any claim against Landlord for any failure in condition, including (but
not limited to) latent defects, in any of the Tenant Work.

B-6
<PAGE> 41
SCHEDULE I

AMERICAN MANAGEMENT SYSTEMS

DESIGN SPECIFICATIONS

I. GENERAL

II. SITEWORK

III. ARCHITECTURAL

IV. STRUCTURAL

V. MECHANICAL

VI. MONITORING SYSTEM

VII. PLUMBING

VIII. FIRE PROTECTION

IX. ELECTRICAL

X. VERTICAL TRANSPORTATION

MARCH 3, 1993

REVISED NOVEMBER 17, 1993

REVISED DECEMBER 29, 1993

REVISED JANUARY 24, 1994

REVISED FEBRUARY 3, 1994

FINAL ** REVISED FEBRUARY 9, 1994 ** FINAL

<PAGE> 42

AMERICAN MANAGEMENT SYSTEMS

DESIGN SPECIFICATIONS

This section outlines the design specifications which have been developed for
American Management System's (AMS's) requirement.

These specifications are not intended to be restrictive but rather provide
guidelines as to minimum standards and a basis for comparison. We are
encouraging creative and cost effective solutions and would be pleased to
entertain alternatives.

I. GENERAL

A. Project Description

The project is conceived as a development containing first class
office space. Projected space requirements indicate a need for a
building or site that could accommodate a minimum of 250,000 square
feet.

Special facility requirements which have been identified include:

- Food Service

- Fitness Center

- Sundry Retail

B. Codes/Standards/Requirements

All design and construction shall be in accordance with all
applicable local, state, federal codes and standards, OSHA
provisions and AMS requirements. In the event of a conflict between
the applicable codes or standards the more stringent shall prevail.

II. SITEWORK

A. Site Plan and Survey

A preliminary survey of the site, shall be performed. Information
determined from the survey should be reported as part of the
proposal response including:

1. Land area of proposed site.

2. Current zoning designation.

3. Physical description of the property including topography,
special features and surrounding development.

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4. Property restrictions which would limit or affect development.
Typical items would be zoning issues such as set-backs and
easements and physical restrictions such as flood plains or
wet land limits.

5. Utilities serving the proposed property shall be identified.

B. Geotechnical

A preliminary geotechnical report, shall be submitted as part of
this proposal response. Significant areas of unsuitable soil, rock
or ground water should be identified.

C. Environmental

Proposals shall confirm that potential sites are free from
contamination from previous or current presence of any hazardous or
toxic materials.

D. Site Utilities

1. All required utilities shall be extended underground to the
building with adequate capabilities to meet the initial and
expansion requirements.

2. Telephone connection from central telephone office to be fiber
optic with one separate independent redundant route from
central telephone office. Required telephone service will be
identified and coordinated by the Tenant. All distribution
beyond the main Telephone Room will be by Tenant. Base
building will provide main Telephone Room and access via
conduit.

3. Site storm drainage and roof drains shall be piped underground
and discharged into the municipal storm drainage system. Sheet
draining of parking lot to catch basins and/or swales in
non-paved areas may be incorporated prior to run-off entering
underground piping system.

4. Storm water retention/management ponds shall not be permitted
on site.

E. Landscaping

Should be consistent with surrounding area and include full
automatic lawn irrigation system coverage. Provide walkways around
the building as required by traffic flow and/or local regulation.
Walks shall be constructed of monolithic concrete or stone or
masonry paving on concrete, whichever is economically and
aesthetically suitable.

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F. Roads and Driveways

The proposal shall include a vehicle traffic flow diagram and
description indicating entrances and exits of the site with
appropriate control devices, either existing or to be installed,
such as traffic signals, stop signs, etc. as required by the agency
having local jurisdiction.

Paving sections shall conform to regulatory standards. Curbs shall
be provided along all roadways and parking areas and shall be
constructed of reinforced concrete with appropriate profiles.

If possible, loading, delivery and service areas should be
segregated from parking areas.

G. Parking

Parking shall be provided as follows: 776 parking spaces will be
provided, 463 in the garage and 313 surface spaces in accordance
with the site plan (attached). The following criteria shall apply:

a. Placement

1. The garage shall be placed contiguous to the building
complex, either below grade or adjacent to the office in
accordance with the attached site plan.

2. Should this placement prove impractical, the garage
shall be placed so that the walking distance between its
main pedestrian exit, at ground level, and the nearest
building entrance does not exceed 300 feet.

b. Structure

1. The assumed floor live load shall be as required by
code.

2. All floor slabs shall be sealed to prohibit the
intrusion of corrosive agents.

3. Reinforcing steel shall be epoxy coated where
appropriate.

4. The floor to clear height (underside of structure) shall
be a minimum of 8'- 0".

5. The interior columns shall be placed no less than 3 ft.
inboard from the aisles.

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6. The interior columns falling within parking spaces shall
have impact protective wraps up to a minimum height of
3.0 ft.

c. Aisles and Ramps

1. The minimum number of entrance and exit aisles shall be
1 per 500 car stalls.

2. The garage and lot shall be able to discharge its total
capacity in 30 minutes.

3. Aisle and ramp widths/slopes:

All access aisles, ramps and radi shall conform to
recognized standards and local codes in terms of width
and allowable slopes.

d. Parking Stalls

1. Stalls for regular (full size), compact and handicapped
usage shall be sized in accordance to local codes.

2. Should the proposal response contain a parking structure
which utilizes 'stacked', 'tandem' or 'buddy' stalls the
extent of these spaces shall be defined as percentage of
the total number of spaces provided.

3. Visitor and service parking areas should be provided as
appropriate.

e. Pedestrian Circulation

1. Provide elevators for the garage in accordance with good
elevator engineering practice.

2. Stairs and exit to exterior walk at grade level shall be
smoke and fire proof as required by law.

f. Mechanical

1. Below grade levels shall use mechanical ventilation,
with a CO (carbon monoxide) monitoring and alarm system.

g. Lighting

1. Minimum lighting intensity shall be:

20 foot candles at elevators and stairwells.

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30 foot candles at entrances.

10 foot candles at ramps.

5 foot candles elsewhere.

2. Fixtures shall be low glare with shatterproof lens or
protective cages.

h. Fire Protection

1. Fire extinguishing equipment shall be provided at every
garage level, or sprinklers as per code.

i. Access, Security, Stacking

Security in a headquarters complex is accomplished by
architectural, electronic, mechanical and physical planning.
Security should appear to the general public to be
sophisticated, but it should function so as to minimize
inconvenience to occupants.

A major portion of the security program can be achieved by
establishing a traffic pattern to guide the occupants and
visitors through a funnel of surveillance, thus allowing the
ability to be challenged by the building security team.

At the service loading deck, the dock gate is to be closed and
locked unless a security guard is posted. All doors leading
into the building from the loading dock should be kept locked
except the entrance door to the freight elevator. The security
guard is to maintain control of the area. Security cameras
should be provided to guard parking lot areas.

III. ARCHITECTURAL (BASE BUILDING)

A. Building Concept

The exterior building appearance in both design and finish shall be
responsive to surrounding topography and compatible with existing
the architecture in the immediate area.

B. Bay Size

The architect shall recommend bay sizes which will be structurally
economical, and shall establish suitable building modules to
accommodate a flexible and economical interior layout for
partitioning ceiling and lighting, etc. Typical bays shall be 42.5'x
25.0' and 25.0'x 25.0'.

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C. Building Modules

The building(s) should be modular in design. the basic architectural
and structural modules should be established upon a regular,
integrated dimension which will coordinate with office sizes,
columns, windows, lighting, ceiling grid, partition layout, etc.
Modules of 4'- 0", 4'- 6" and 5'- 0" will be considered.

D. Exterior Wall

System Performance Criteria:

a. Wind Loads: Minimum as required by code or higher as
recommended by structural engineer.

b. Thermal Values: Overall 'U' value = 0.36 or as required by
code.

1. Walls/Spandrels: Minimum to be selected by architect.

2. Glass: Doubled insulated.

c. Fire Protection - 1-1/2 hour rated smoke stop at floor
structure or as required by law.

d. Water Penetration: No uncontrolled leakage inboard of
system.

e. Air infiltration: 0.06 cfm/sq. ft./min.

E. Roofing

Roofing materials shall comply with all applicable codes. Roofing
System Criteria

a. Preferred system shall be a single ply EPDM membrane with
compatible associated materials and accessories such as: metal
& flexible flashing, primers, rigid insulation, adhesive,
ballast, hatches, and walkway pavers. A built up roofing
system will be considered if it is a minimum of 4 - ply system
will equal performance capabilities.

b. Warranty: Shall be for a period of 15 years from the system
manufacturer.

c. Membrane: Minimum thickness 0.045 inch.

d. Insulation: Extruded rigid closed cell polystyrene board in
appropriate thickness as required by membrane manufacturer.

e. Ballast: Shall not be less than 15 pounds per square foot and
comply with ASTM C33, Gradation No. 4 with no fines less than
1/2 inch.

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f. Pavers: Provide precast concrete pavers 2'-0" x 2'-0" x 2" to
all mechanical equipment from roof access areas.

F. Public Areas

The design and selection of finish materials for public areas should
be appropriate for a headquarters office building. Durability and
ease of maintenance should be considered in the selection of
finishes.

Main Lobby

Lobby floors should consist, for the most part, of hard stone,
properly honed and sealed, that will allow for simple dry and wet
maintenance during the normal office hours.

The Lobby Control Station should be located in a position which does
not block the natural traffic flow but offers excellent visual
contact with the main lobby entry doors and the elevator system.
Such positioning results in minimizing manpower during normal and/or
after business hours.

Corridors

Floor layouts should be designed to minimize the corridors required
around the core for access to elevators, service facilities, toilets
and stairways.

Toilets

Toilet areas should be functionally designed with fixtures and
stalls located in a manner to provide easy ingress and egress.
Installation is to comply with code and handicapped accessibility
requirements of maintenance and operating expense.

Wet Walls

Where wet fixtures (water closets, urinals and lavatories) are
installed, specify glazed ceramic tile (with a cove base).

Other Walls

Glazed ceramic tile with cove base is preferable but a serviceable
vinyl wall covering is acceptable.

Countertop Lavatories

Continuous surfaces are preferred. Natural stone, plastic laminate
or Corian are acceptable surfaces.

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Powder Room

In women's toilets, if space permits, a separate powder room with
powder shelf and mirror for make-up is desirable.

Partitions

All partitions should be ceiling hung. Finish shall be factory
finished baked enamel.

Toilets should be wall mounted.

G. Floor Configuration

General - Floor sizes of 20,000 to 25,000 sq. ft. are
acceptable. Larger size floors of up to 35,000 sq. ft. can be
considered. The configuration should be rectangular and the
interior relatively column free to provide for efficient
layouts. The maximum depth from any interior space to the glass
should be 45'0" for typical office space. Center cores are
desired; larger floor plates may require more than one core.

Specifically, the column line to column line foot print of the
building will be 110.0' x 235.0' in a ten (10) story facility. The
floor to floor height shall be: Floor 1, 14.75', Floors 2-10,
12.75'.

H. Ceiling Height

Clear ceiling heights shall be:

1. General Office areas: 8'-6" minimum

2. Offices: 8'-6"

3. Reception lobby: as required

4. Mechanical: As required

5. Cafeteria: 10'-0"

Where practical, higher ceilings may be considered for large open
areas, but these heights shall not set floor heights or increase the
building heights.

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I. Loading

Loading - Receiving. Two full (semi, tractor) trailer truck bays
will be required, plus one for a trash compactor. Loading zone is to
be provided in accordance with the attached first floor plan and
site plan.

The loading dock area should consist of two truck berths,
approximately forty-five feet (45') in length. Dock facilities
should not interfere with pedestrian traffic, building entrances or
on site vehicle traffic or parking. Dock leveling devices should be
provided to aid in truck loading or unloading. Door seals with
overhead rolling doors are acceptable.

IV. STRUCTURAL (BASE BUILDING)

A. General

Selection of a framing system should be made from a number of
alternate solutions carried though schematic design to a point where
a proper choice will be made with respect to:

- architectural expression and facade development;

- accommodation of a flexible and efficient mechanical system;

- provision for electrical distribution;

- consideration for future changes in floor loadings and
penetrations such as private communicating stairs;

- building module and conformance with other building elements,
i.e., core, HVAC, lighting, ceiling system, etc.

B. Foundations

Foundations shall be designed and constructed with proper
consideration given to soil, rock and groundwater conditions.
Foundation design shall be adequate to prevent detrimental
settlement. All concrete shall have a minimum 28 compressive
strength of 3,000 psi. Slab on grade floors shall be moisture
proofed with a polyethylene vapor barrier.

C. Structural System

The structural or framing system shall be of reinforced concrete or
steel as determined by structural and economic analysis. No
consideration will be given to a structural system of post-tensioned
concrete. The system is to be designed and constructed in compliance
with applicable codes and standards.

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D. Design Loads - Floors

Structural floor systems shall be designed with the minimum live
loads, including partitions:

Dock areas 150-200 psf

All other areas 100 psf

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V. MECHANICAL

A. HVAC

1. General

a. This section establishes the design criteria for all
mechanical work to be executed in the proposed facility
and supplements local, state and national codes and laws
applicable to work being undertaken.

b. In case of conflict between any codes, standards or this
RFP requirements, the more stringent provision shall
prevail.

2. The mechanical design for heating, ventilating, air
conditioning and piping systems must consider the following:

a. The mechanical systems should be designed to optimize
operating economies, not only first cost considerations.

b. Life safety including smoke purge capabilities.

c. Operating reliability and simplicity.

d. Ease of maintenance.

e. Flexibility in total system for simple adjustments to
increased load requirements by twenty-five (25%)
percent. This excess capacity (25%) shall be provided in
the cooling tower, risers and risers only if a central
plant chiller system is selected. 25% additional
capacity will be required in chiller also.

f. Flexibility of operation as related to varying occupancy
conditions.

g. System design allowing for a simple and economic
modifications as may be required by partial or total
changes in building use.

3. Equipment Selection Criteria

a. Field proven for operational reliability.

b. Low overall operating cost as related to fuel, labor,
maintenance and repair.

c. Reasonable initial cost.

d. Automatic operation.

4. Testing and Balancing

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a. All base building equipment and controls shall be
thoroughly tested in accordance with manufacturers'
recommendations and established standards and a report
submitted to the Tenant for review and comment. Prior to
test, notify the Tenant of all testing dates so that a
Tenant representative can witness tests if deemed
necessary.

b. Air and water balance for base building equipment shall
be done by a certified member of the Associated Air
Balance Council (A.A.B.C.) or National Environmental
Balancing Bureau (N.E.B.E.) who shall be a direct
subcontractor to the developer.

B. HVAC System Design

1. Design Parameters

The HVAC design shall address the following factors:

a. Building and HVAC design shall provide for energy
conservation.

b. The entire HVAC and building envelope design shall
conform to current ASHRAE Standard or local energy
codes, the more stringent shall prevail.

c. All occupied areas shall be air-conditioned.

d. HVAC shall be provided on a year-round basis.

e. Temperature control shall be automatic and shall
maintain temperature set point at +/- 2 degrees F.D.B.

f. A complete system should provide heating and cooling
with sufficient temperature control zones for maximum
flexibility and comfort for perimeter spaces, office and
production areas. Control zones should be located at
reasonable periodic intervals in order to minimize the
costs of making future tenant changes.

g. A standard distribution pattern of air to accommodate
general conditions of office areas to offset internal
loads should also be provided. The office areas system
shall be a variable air volume configuration with a
minimum of one (1) internal zone per 800 usable square
feet for purposes of base building tenant work
delineation, the perimeter fan power VAV box zone shall
be from the exterior wall inward twelve (12') feet.

h. Internal air quantities for office areas should range
between 0.9 and 1.5 CFM per square foot, distributed
through air troffer type

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lighting fixtures or conventional diffusers with one (1)
air outlet per 100 SF as the basic standard. Air should
be returned through air troffer fixtures into the
ceiling, using the ceiling cavity as a return air
plenum.

i. Outside air shall be provided at 0.20 CFM per usable
square foot or 20 CFM per person whichever is greater.

C. HVAC Design Conditions

1. Design Conditions

The heating, ventilating and air conditioning systems will be
designed and selected to produce the indoor conditions noted below
when the outdoor conditions are as stated:

a. Indoor Conditions

Summer 75 degrees F. db +/- 2 degrees 50 +/- RH 10%

Winter 70 degrees F. db +/- 2 degrees 35 +/- RH 15%

b. Outdoor conditions:

Summer 91 degrees F. db 74 degrees F. wb

Winter 14 degrees F. db

D. HVAC Design Load Criteria

1. Base building block load.

a. Heat gain and losses: as per design conditions, lighting
requirements of 2 watts per rentable square foot and
power requirements to 4 watts per rentable square foot.

b. Occupancy load: one (1) person per 135 carpetable square
feet for typical office areas.

E. HVAC System Criteria

a. The building air-handling systems shall be arranged for
automatic modulation during partial occupancy during off
hours and have the optional capability of 100% outside
air to provide free cooling when outside conditions are
suitable. System shall include means for relieving,
automatically and positively via return fans, up to 900%
of the outside air taken into the building. Control
shall be

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<PAGE> 55

based on the enthalpy of air-side economy. This system
shall also be designed for smoke purging of floors.

b. Fans are to be AMCA rated.

c. Main supply air fans & air shafts shall be sized for
115% for building design air requirements with matching
motor and drive and selected near the center of their
range.

d. Variable air volume control of the air handling systems
shall be accomplished by using electronic flow
economizers AC with motor speed controls.

e. High efficiency motors shall be used on all equipment.

f. The air handling unit casing shall be properly
insulated, free of air leaks, and have adequate access
doors as per the appropriate SMACNA Manual.

1. Air Distribution

a. Standards

All duct systems shall be designed and installed in accordance
with provisions found in the latest editions of the ASHRAE
HANDBOOKS and SMACNA Standards.

b. Requirements

1. All supply and return air ducts shall be properly
insulated.

2. Ducting material shall be galvanized sheet metal.
The connection to each air outline device may be
of the insulated flexible duct, not to exceed ten
(10) feet.

3. Transfer air grilles shall be sized not to exceed
300 FPM over net area.

4. For filtration, use high efficiency disposable air
filters with rated efficiency of 25% per NVBS
(atmospheric).

2. Heating System

a. Requirements

1. In general, heating load should be based on
transmission losses, ventilation load, and
combustion (if required).

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3. Refrigeration System

a. Selection of refrigeration machinery and pumps shall be
based on a total building load plus twenty-five (25%)
percent. (25% excess capacity in cooling tower risers
and pumps only.)

b. If building has a central plant, it shall be served
by a minimum of three refrigeration circuits
(compressors, condensers, pumps, etc.) The
refrigeration plant design shall include energy
conservation measures. Refrigeration equipment rated
at 150 tons or larger shall be centrifugal with
efficiency not less than 0.60 KW/ton. Water cooled
DX Systems are an acceptable alternative.

c. Cooling towers shall be non-combustible type sized for
125% of loads.

d. Towers shall be equipped with two (2) speed fans,
separate cells minimum automatic chemical treatment,
automatic bleed-off control and Ph control.

4. Pumps and Piping

a. Provide one stand-by-pump that can be used through
proper valving and piping for either chilled water or
condenser water system.

b. All chilled water condensate piping shall be covered
with water barrier insulation.

c. All pumping circuits should be manifolded to provide
maximum flexibility with respect to operation of any
refrigeration machine with any tower cell, chilled and
condenser water pump.

d. Pumps with variable speed control are preferred but
staged control is acceptable.

e. Separate condenser water distribution system will be
provided within the core area with valved and capped
connections at every floor.

F. Provisions for Supplemental Air Conditioning System

Condenser water should be available on a 24 hour a day, 365 days per
year basis to accommodate increased power loads from future growth.

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G. Acoustics

Noise criteria: offices: NC-35
Noise criteria: offices adjacent to or below fan rooms, toilets,
retail areas: NC-40.

VI. MONITORING SYSTEM

A direct digital control Building Monitoring System (BMS) is
required as described below.

The following functions should flow through the control points of
the BMS by taking each system individually and addressing the
control points or monitoring that each system should incorporate:

HVAC Control
Demand Limiting
Life Safety Interface
Lighting Control
Security Control
Vertical Transportation Control
Energy Management Control

It is important that the BMS system design be capable, expandable
and with a proven track record of performance. A remote monitor
should be located at a security desk location to be determined.

a. HVAC Control

Start and stop most equipment within the project. All controllable
systems should have remote reset capabilities.

Space temperatures should be read at a minimum of one per air
handler zone.

The air-handlers should be controlled with not less than
temperatures, stop-start, filter alarms, dampers and vibration
indicators. The fans should be designed so that they can also become
part of any load-shedding and energy conservation programs. This can
be accomplished by using variable vortex dampers, variable pitch
centrifugal fans or variable frequency drives on the motors.

b. Lighting

The building standard lighting system should be controlled in as
many zones as possible or practical. Energy conservation measures
shall be incorporated into the design.

The system should be controlled on the basis that the lighting can
be reduced to 50% at any given time and primarily during the
cleaning operation. All other

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controllable light circuits should be coded to allow shut-off of the
lighting systems in unoccupied areas.

c. Life Safety (Separate System)

Life safety control measures which must be considered within the
Building Management System's comprehensive plan include:

- Remote control monitoring of fire and jockey pump and smoke
evacuation systems;

- Status reporting of standpipe systems controls and pressures;

- Public address system on both a general and specific location
basis and communication to specified zones;

- All life safety points in hard copy in both the engineer's
station and the security office.

VII. PLUMBING

1. General

a. This section establishes the design criteria for all plumbing
work to be executed in the proposed facility and supplements
local, state and national codes and laws applicable to the
work being undertaken.

b. In case of conflict between any codes, standards or this RFP
requirements, the more stringent provision shall prevail.

2. Systems

a. Domestic water supply system.

b. Sanitary fixtures.

c. Sanitary drainage and vent system.

d. Storm drainage and vent system.

e. Gas system.

3. Plumbing

a. Domestic Water Supply System:

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1. Metered domestic service will be extended from street
mains. Water will be distributed through mains, risers,
and branches to plumbing fixtures and equipment.

2. The domestic hot water system shall be of the
recirculating type, except where the water heaters are
adjacent to the area being served.

3. Special areas requiring higher hot water temperature
(cafeteria) shall be provided with booster heater.

4. Domestic water systems to be distributed in one (1) core
location and two (2) wet columns per floor. Provide
valved and capped outlets at each riser at each floor.

b. Sanitary Fixtures

1. All fixtures are to be wall hung.

2. All fixtures are to be of the water saver type.

3. All toilet rooms shall be accessible to and usable by
the physically disabled, as required by local code and
the Americans With Disabilities Act (ADA).

4. In janitor closets, provide deep basin sink capable of
accepting condensate and condenser water drains from
supplemented A/C units without overflowing.

5. Electric water coolers shall be semi-recessed stainless
steel.

c. Sanitary Drainage System

1. Provide a complete sanitary drainage system for the
fixtures, floor drains, etc. The system shall be
complete with risers and valves and connection to site
sewer.

2. Floor drains will be run by gravity to oil and sediment
interceptors and then pumped into gravity sewers.

3. All drainage from cafeteria to be provided with grease
interceptors.

4. Provide lift stations as required.

d. Storm Drainage

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1. Provide a complete system with roof drains and leaders
and connect to the site drainage system. Controlled flow
roof drainage will be provided, if required.

VIII. FIRE PROTECTION

1. General

a. This section establishes the design criteria for the fire
protection work to be executed at the proposed facility and
supplements local, state and national codes and laws
applicable to the work being undertaken.

b. In case for conflict between any codes, standards of this RFP
requirements, the more stringent provision shall prevail.

c. Provide automatic wet pipe sprinkler system with standpipes
and risers except for electric and telephone equipment rooms
or as required by code. System will be hydraulically
calculated. An automatic dry pipe sprinkler system win be
provided as required.

d. Provide portable fire extinguishers based on code requirements
and N`FPA Standards.

e. Sprinkler heads in all base building areas, will be concealed
type with flat ceiling plate. Sprinkler heads in all other
areas will be chrome pendant.

f. Each sprinkler system shall have a water flow alarm, tamper
switches and zone valves connected to a central annunciator
panel. Even if this panel is monitored at all times, signal
should also report to the local fire department or to a fire
reporting service.

g. Emergency Power

All life safety and fire protection systems shall provide with
emergency power, as required by authorities having
jurisdiction over this project.

h. Sprinkler system design shall be based on 1 head per 90 RSF

IX. ELECTRICAL

A. General

1. This document establishes electrical design criteria for the
proposed facility and shall be used to supplement local, state
and national codes and laws which are applicable to the work
being undertaken, and those laws dealing with environmental
protection, occupational safety and health. In case for
conflict, the more stringent requirement shall govern.

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2. Standards for Materials

All materials shall be new and shall conform to the applicable
standard or standards where such have been established for
particular material in question. Publications and standards or
the organizations listed below are applicable to materials
specified herein:

a. Underwriters Laboratories, Inc. (UL).

b. National Electrical Manufacturers Associations (NEMA).

3. Scope of Work

a. Furnish all material, labor, transportation, tools,
equipment and supervision to completely install and
leave ready for operation, complete electrical systems
and in accordance with this RFP.

b. The work shall include but not necessarily be limited to
the following general items:

1. Main switchboards, panel boards, distribution
boards, transformers, bus duct, feeders and other
equipment for the complete power distribution
system to the electrical closets on each floor.

2. Wiring, branch circuiting, conduit systems and
devices for the complete system for public areas.

3. Complete lighting system for public areas.

4. Power wiring and connection for all mechanical
equipment furnished under other sections.

5. Emergency power distribution system.

6. Fire alarm system.

7. Lightning protection system

B. Electrical Service

1. The incoming service shall have utility company transformers
as required.

2. The base building electrical system should be capable of being
expanded by 25%.

3. Switchboards - 480 volt:

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a. Switchboards shall be sectional NEMA Type II, totally
free standing, indoor, dead front, low voltage
switchboard in accordance with the latest applicable
standards of NEMA and UL. Rating shall be 277/480 volts,
3 phase, 4 wire service.

b. The main bus shall be of such size, quality and spacing
to ensure that temperature rise does not exceed NEMA
Standards under fully loaded conditions.

c. Main bus shall be structured and braced for a short
circuit capacity.

d. Provide a copper ground bus secured to each vertical
section of the switchboard extending the full length of
the board.

e. Feeder or main devices rated 800 amps or less shall be
quick-make, quick-break fusible switches with current
limiting uses for 200,000 amps RMS. Feeder or main
devices rated more than amps shall be insulated case
systems circuit breaker with solid state tripping.

f. Ground fault protection shall be furnished on all over
current protection devices rated 1,000 amps or more
where used as main disconnect.

g. Provide lightning protection in service entrance
section.

h. Provide voltmeter and ammeter with three position
switches for monitoring incoming service.

C. Distribution

1. The bus ducts should be capable of providing nine (9) watts
per square foot with seven (7) watts available on the floor.
Lighting power should be based on two (2) watts per square
foot. Power should be based upon five (5) watts per square
foot.

2. Mechanical equipment loads should not be served from the same
bus duct that services the tenant spaces.

3. In addition, the building should be provided with an emergency
distribution system which will supply power to all essential
life safety building loads, telephone service and security.

4. All main distribution panels to be provided with surge
protection.

5. Provide transformers and distribution panels for 120/208 volt
power distribution and one height voltage panel.

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6. All conductors shall be of copper and shall meet the ASTM
specifications for conductivity.

7. Provide two (2) electric closets per floor.

D. Emergency Power System

1. Provide and install a pad mounted diesel generator set in
waterproof enclosure and storage fuel tank sized for minimum 1
day, eight (8) hours, continuous operation at full load.
Generator shall be rated for 277/480 volt service. Designed
for harmonic non-linear loads.

2. Generator shall serve an emergency distribution panel through
a mechanically held, open transition, electrically operated
automatic transfer switches.

3. The emergency distribution system shall serve fire pump, fire
jockey pump, smoke exhaust fans, elevators, fire alarm system,
stairwell, egress, exit lighting.

4. System shall include a remote generator status panel with
start-stop controls and load transfer controls tied to the BMS
system.

E. Lightning Protection

Provide and install a complete lightning protection system in
compliance with NFPA no. 79 system shall be installed for a UL
Master Label A.

F. Lighting

1. Furnish and install all lighting fixtures required per public
area.

2. Types of lighting for various areas shall be as follows:

a. Entry and Elevator Lobby Areas: Specialty lighting
(pendants, sconces etc.) as selected by base building
architect along with recessed ceiling fixtures.

b. Toilets: Fluorescent strip fixture in a recessed
coves.

G. Telephone Utility Room

1. Provide four (4) 4" incoming conduits stubbed 6" AFF in
building main telephone service equipment room.

2. Provide No. 16 galvanized iron "pull-wire" or nylon zip string
in each telephone conduit opening.

23
<PAGE> 64

3. Provide equipment backboards. Provide two (2) 4'X8' 3/4"
fireproof plywood secured to wall.

4. Provide one #4 copper ground wire for each backboard tied back
to main switch gear ground with impedance.

H. Fire Alarm System

1. Provide a complete stand alone fire alarm system to comply
with NFPA 72A Standard Building Code, NFPA 101, and all
ordinances having jurisdiction over this project.

2. Fire alarm system shall be multiplexed type and shall include,
but shall not be limited to the following:

a. Manual pull stations.

b. Voice alarm speakers with flashing lights and speakers.

c. Smoke detectors in all mechanical equipment rooms,
electrical rooms, telephone rooms and lobbies.

d. Smoke detectors in supply and return ducts or each air
handler system in outside air intake fans.

e. Provide amplifier capacity for all speakers installed in
base building at their two watt tap. Provide additional
capacity for future tenant speakers. Provide redundant
amplifiers.

f. Provide dual channel audio.

g. Fireman's telephone jack at each entrance and each
lobby. Telephone circuits shall be horizontally zoned,
one per telephone.

h. Monitoring of all sprinkler system alarm valves, flow
switches, tamper switches, etc.

i. Monitoring of fire pump per NFPA 20.

j. Relays for fan shut down to start the smoke exhaust.

k. Provide control panel with H.O.S. switches and indicated
lights for all fans a HVAC units for the project in fire
command center.

1. 24-hour battery back-up.

24
<PAGE> 65

m. The central control panel is to be located in the
security area and wired to U.11 system.

I. Lighting Control Equipment

1. Exterior Lighting Control System

Exterior lighting shall be operated through magnetic
contractors controlled by the BMS.

2. Interior Lighting Control System

Entry lobby, elevator lobbies and public corridor lighting
shall be operated by magnetic contractors controlled by the
BMS.

X. VERTICAL TRANSPORTATION

A. Life Safety

1. All elevators shall have fireman's recall key position or be
recalled to the firemen's floor.

2. Traction elevators shall be arranged so that power can be
selectively applied to one elevator in any group at only one
time. Hydraulic elevators shall have provisions for
mechanically lowering the cab and opening the doors.

3. Smoke detectors shall be installed in the elevator lobbies to
signal the elevators their designated floor and should also
have automatic elevator recall.

4. Every elevator cab shall be provided with a two way emergency
communications system provided with emergency power.

B. Access Requirements

All passenger elevators shall be designed to be accessible to the
physically disabled in accordance with the local codes and the
Americans with Disabilities Act (ADA).

C. Passenger Elevators

Passenger elevators shall meet these criteria:

1. Interval (wait) 30 seconds.

25
<PAGE> 66

2. Handling capacity (percent of building population handled in a
5 minute period): 15%-17%.

3. The following minimum inside dimensions for elevator cabs
should be used:

Cab Width: 6'-10"

Cab Depth: 4-9"

Cab Height: 8'.6" or 9'-0"

Door Width 4'-0" (center opening)

Door Height: 7'-0" or 9'-0"

4. The minimum load capacities for passenger elevator cabs shall
be 3,500 lbs.

5. Building shall have five (5) passenger elevators.

D. Freight Elevators

1. Provide minimum of one (1) freight elevator per building.

2. Close proximity to truck dock.

3. Capable of carrying 48" x 48" pallets by truck.

4. Minimum capacity: 5,000 lbs.

5. Minimum 10' ceiling with removable clearance.

6. Doors to open to a width of at least 5 feet.

26
<PAGE> 67

SCHEDULE II

February 3, 1994

AMERICAN MANAGEMENT SYSTEMS

Base Building - Tenant Work Delineation

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
BASE TENANT
DESCRIPTION BUILDING WORK
-------- ----
- ----------------------------------------------------------------------------------------
<S> <C> <C>
ARCHITECTURAL
-------------
- ----------------------------------------------------------------------------------------
Sealed concrete floor in tenant area X
- ----------------------------------------------------------------------------------------
Sealed concrete floors in Mech./Elec.Tel./Jan. X
- ----------------------------------------------------------------------------------------
Gypsum board partitions (taped & spackled)
- ----------------------------------------------------------------------------------------
- Permiter X
- ----------------------------------------------------------------------------------------
- Columns X
- ----------------------------------------------------------------------------------------
- Core X
- ----------------------------------------------------------------------------------------
Toilet rooms ( all finishes) X
- ----------------------------------------------------------------------------------------
MEP rooms (all finishes) X
- ----------------------------------------------------------------------------------------
Exit stairs (all finishes) X
- ----------------------------------------------------------------------------------------
Janitor closets (all finishes) X
- ----------------------------------------------------------------------------------------
Freight elevator lobby (all finishes) X
- ----------------------------------------------------------------------------------------
Main lobby (all finishes) X
- ----------------------------------------------------------------------------------------
Security/Concierge desk X
- ----------------------------------------------------------------------------------------
Typical elevator lobby finishes, Floors 2-10 X (Note 1) X
- ----------------------------------------------------------------------------------------
Painting/Wallcovering X
- ----------------------------------------------------------------------------------------
Ceiling system
- ----------------------------------------------------------------------------------------
</TABLE>

27
<PAGE> 68

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
BASE TENANT
DESCRIPTION BUILDING WORK
-------- ----
- ----------------------------------------------------------------------------------------
<S> <C> <C>
- Toilet rooms X
- ----------------------------------------------------------------------------------------
- Tenant area X
- ----------------------------------------------------------------------------------------
- MEP rooms N/A
- ----------------------------------------------------------------------------------------
- Janitors closets N/A
- ----------------------------------------------------------------------------------------
- Typical elevator lobby X
- ----------------------------------------------------------------------------------------
Floor Covering w/base
- ----------------------------------------------------------------------------------------
- Tenant area X
- ----------------------------------------------------------------------------------------
- Elevator lobbies X
- ----------------------------------------------------------------------------------------
Exercise Room
- ----------------------------------------------------------------------------------------
- Finishes X
- ----------------------------------------------------------------------------------------
- Equipment X
- ----------------------------------------------------------------------------------------
Shower/Locker Room
- ----------------------------------------------------------------------------------------
- Finishes X
- ----------------------------------------------------------------------------------------
Cafeteria
- ----------------------------------------------------------------------------------------
- Kitchen/Servery Equipment X
- ----------------------------------------------------------------------------------------
- Dining Area Finishes X
- ----------------------------------------------------------------------------------------
Window treatment X
- ----------------------------------------------------------------------------------------
Millwork X
- ----------------------------------------------------------------------------------------
Doors & Hardware
- ----------------------------------------------------------------------------------------
- Core X
- ----------------------------------------------------------------------------------------
- Tenant area X
- ----------------------------------------------------------------------------------------
FF&E X
- ----------------------------------------------------------------------------------------
</TABLE>

28
<PAGE> 69

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
BASE TENANT
DESCRIPTION BUILDING WORK
-------- ----
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Mullion adapters X
- ----------------------------------------------------------------------------------------
ADA Code Requirements
- ----------------------------------------------------------------------------------------
- Parking Garage X
- ----------------------------------------------------------------------------------------
- Site X
- ----------------------------------------------------------------------------------------
- Building Entries X
- ----------------------------------------------------------------------------------------
- Main Lobby X
- ----------------------------------------------------------------------------------------
- Elevators X
- ----------------------------------------------------------------------------------------
- Exit Stairs X
- ----------------------------------------------------------------------------------------
- Toilet Rooms X
- ----------------------------------------------------------------------------------------
- Tenant Area X
- ----------------------------------------------------------------------------------------
Exterior Signage
- ----------------------------------------------------------------------------------------
- Directional Site Signage X
- ----------------------------------------------------------------------------------------
- Building Mounted & Illuminated Signage X
- ----------------------------------------------------------------------------------------
Interior Signage
- ----------------------------------------------------------------------------------------
- Building Directories X
- ----------------------------------------------------------------------------------------
- Core Areas X
- ----------------------------------------------------------------------------------------
- Tenant Areas X
- ----------------------------------------------------------------------------------------
STRUCTURAL
- ----------------------------------------------------------------------------------------
Loading Capacity (per code/specifications) X
- ----------------------------------------------------------------------------------------
Spray-on fireproofing, if required X
- ----------------------------------------------------------------------------------------
Additional loading capacity X
- ----------------------------------------------------------------------------------------
ELECTRICAL
- ----------------------------------------------------------------------------------------
</TABLE>

29
<PAGE> 70

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
BASE TENANT
DESCRIPTION BUILDING WORK
-------- ----
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Incoming Service X
- ----------------------------------------------------------------------------------------
Switchgear X
- ----------------------------------------------------------------------------------------
Bus duct riser (capacity per specifications) X
- ----------------------------------------------------------------------------------------
Distribution to closets
- ----------------------------------------------------------------------------------------
- Low Voltage (168 circuits) per floor X
- ----------------------------------------------------------------------------------------
- High Voltage (42 circuits) per floor X
- ----------------------------------------------------------------------------------------
- Transformers X
- ----------------------------------------------------------------------------------------
Emergency lighting
- ----------------------------------------------------------------------------------------
- Core area X
- ----------------------------------------------------------------------------------------
- Tenant area X
- ----------------------------------------------------------------------------------------
Light fixtures
- ----------------------------------------------------------------------------------------
- Core area X
- ----------------------------------------------------------------------------------------
- Tenant area X
- ----------------------------------------------------------------------------------------
- Typical elevator lobbies X
- ----------------------------------------------------------------------------------------
- Main lobby X
- ----------------------------------------------------------------------------------------
Convenience Outlets
- ----------------------------------------------------------------------------------------
- Core area X
- ----------------------------------------------------------------------------------------
- Tenant area X
- ----------------------------------------------------------------------------------------
Surge Protection
- ----------------------------------------------------------------------------------------
- Main switchgear X
- ----------------------------------------------------------------------------------------
- Floor panels X
- ----------------------------------------------------------------------------------------
Strobe lighting
- ----------------------------------------------------------------------------------------
</TABLE>

30
<PAGE> 71

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
BASE TENANT
DESCRIPTION BUILDING WORK
-------- ----
- ----------------------------------------------------------------------------------------
<S> <C> <C>
- Core areas X
- ----------------------------------------------------------------------------------------
- Tenant areas X
- ----------------------------------------------------------------------------------------
- Panel contracts (for both areas) X
- ----------------------------------------------------------------------------------------
Telephone/Data core drills in closets X
- ----------------------------------------------------------------------------------------
Voice/Data distribution
- ----------------------------------------------------------------------------------------
- Incoming Service X
- ----------------------------------------------------------------------------------------
- Vertical Backbone X
- ----------------------------------------------------------------------------------------
- Horizontal Distribution X
- ----------------------------------------------------------------------------------------
- Grounding System X
- ----------------------------------------------------------------------------------------
- Outlets X
- ----------------------------------------------------------------------------------------
Telephone Switch X
- ----------------------------------------------------------------------------------------
UPS System N/A N/A
- ----------------------------------------------------------------------------------------
Automatic Transfer Switch N/A N/A
- ----------------------------------------------------------------------------------------
Battery Back-Up N/A N/A
- ----------------------------------------------------------------------------------------
MECHANICAL
- ----------------------------------------------------------------------------------------
Air Handling Units (2 per floor) X
- ----------------------------------------------------------------------------------------
- Supply/return trunk ducts to run X 2'-0" past X
core wall; includes all fire and smoke dampers
(including controls, motors, interfaces)
- ----------------------------------------------------------------------------------------
Permiter fan powered VAV boxes X
- ----------------------------------------------------------------------------------------
- Hot water coils X
- ----------------------------------------------------------------------------------------
- Thermostats X
- ----------------------------------------------------------------------------------------
- 100% operational X
- ----------------------------------------------------------------------------------------
</TABLE>

31
<PAGE> 72

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
BASE TENANT
DESCRIPTION BUILDING WORK
-------- ----
- ----------------------------------------------------------------------------------------
<S> <C> <C>
HVAC
- ----------------------------------------------------------------------------------------
- Shower/Locker Room X
- ----------------------------------------------------------------------------------------
- Exercise Room X
- ----------------------------------------------------------------------------------------
- Cafeteria X
- ----------------------------------------------------------------------------------------
Exhaust/Ventilation
- ----------------------------------------------------------------------------------------
- MEP rooms X
- ----------------------------------------------------------------------------------------
- Toilet rooms X
- ----------------------------------------------------------------------------------------
- Elevator shafts X
- ----------------------------------------------------------------------------------------
- Stairs X
- ----------------------------------------------------------------------------------------
- Cafeteria (provide shaft at core) X
- ----------------------------------------------------------------------------------------
- Dishwashing (provide shaft at core) X
- ----------------------------------------------------------------------------------------
- Exercise (provide shaft at core) X
- ----------------------------------------------------------------------------------------
- Shower/Locker Room (provide shaft at core) X
- ----------------------------------------------------------------------------------------
Medium, pressure trunk duct X
- ----------------------------------------------------------------------------------------
Low pressure trunk duct X
- ----------------------------------------------------------------------------------------
Duct runouts X
- ----------------------------------------------------------------------------------------
Diffusers X
- ----------------------------------------------------------------------------------------
Interior VAV boxes X
- ----------------------------------------------------------------------------------------
- Thermostats X
- ----------------------------------------------------------------------------------------
Supplemental A/C Units
- ----------------------------------------------------------------------------------------
- Extra System Capacity X
- ----------------------------------------------------------------------------------------
- Units (power, piping, controls) X
- ----------------------------------------------------------------------------------------
</TABLE>

32
<PAGE> 73

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
BASE TENANT
DESCRIPTION BUILDING WORK
-------- ----
- ----------------------------------------------------------------------------------------
<S> <C> <C>
FIRE PROTECTION
- ----------------------------------------------------------------------------------------
Standpipes X
- ----------------------------------------------------------------------------------------
Distribution to main loop X
- ----------------------------------------------------------------------------------------
- Valved connections X
- ----------------------------------------------------------------------------------------
- Flow & tamper switches X
- ----------------------------------------------------------------------------------------
Branches, drops and heads (per code)
- ----------------------------------------------------------------------------------------
- Core X
- ----------------------------------------------------------------------------------------
- Tenant area (code minimum) X
- ----------------------------------------------------------------------------------------
- Additional heads per tenant plan X
- ----------------------------------------------------------------------------------------
- Main lobby (flush heads) X
- ----------------------------------------------------------------------------------------
Life safety system (strobes)
- ----------------------------------------------------------------------------------------
- Core X
- ----------------------------------------------------------------------------------------
- Tenant Area X
- ----------------------------------------------------------------------------------------
Extinguisher Cabinets/Extinguishers
- ----------------------------------------------------------------------------------------
- Core X
- ----------------------------------------------------------------------------------------
- Tenant area X
- ----------------------------------------------------------------------------------------
Local Fire Alarm X
- ----------------------------------------------------------------------------------------
- For tenant tie-in; every other floor X
- ----------------------------------------------------------------------------------------
Fire phones (per code)
- ----------------------------------------------------------------------------------------
- Fire control room X
- ----------------------------------------------------------------------------------------
- Elevators X
- ----------------------------------------------------------------------------------------
- Stairways X
- ----------------------------------------------------------------------------------------
</TABLE>

33
<PAGE> 74

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
BASE TENANT
DESCRIPTION BUILDING WORK
-------- ----
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Annunciator Panels (per code/specifications) X
- ----------------------------------------------------------------------------------------
PLUMBING
- ----------------------------------------------------------------------------------------
Wet Columns (2 per floor) X
- ----------------------------------------------------------------------------------------
Core fixtures X
- ----------------------------------------------------------------------------------------
Electric water coolers X
- ----------------------------------------------------------------------------------------
Janitors sink X
- ----------------------------------------------------------------------------------------
Pantries (typical floor) X
- ----------------------------------------------------------------------------------------
Shower rooms (4 per sex-rough-in) X
- ----------------------------------------------------------------------------------------
Cafeteria (rough in) X
- ----------------------------------------------------------------------------------------
SECURITY
- ----------------------------------------------------------------------------------------
Garage control gages (Note 2) X
- ----------------------------------------------------------------------------------------
Loading dock doors X
- ----------------------------------------------------------------------------------------
Card readers (including power & conduit)
- ----------------------------------------------------------------------------------------
- Garage gates X
- ----------------------------------------------------------------------------------------
- Building entries X
- ----------------------------------------------------------------------------------------
- Elevators X
- ----------------------------------------------------------------------------------------
Typical floors X
- ----------------------------------------------------------------------------------------
CCTV X
- ----------------------------------------------------------------------------------------
</TABLE>

Note 1: Typical floor elevator door and frame finishes, elevator sill height,
fire strobes, pull station and detectors to be coordinated with AMS and interior
architect.

Note 2: Coordinate requirements with AMS and security system vendor.

The preceding delineation is meant to outline the scope of work between base
building and tenant improvements for the purpose of identifying a tenant work
allowance. It is not meant to

34
<PAGE> 75

delete, supersede, modify or cancel any code requirements or the information
contained in the Design Specifications.

35
<PAGE> 76

SCHEDULE III

February 7, 1994

American Management Systems

Build-to-Suit

Key Base Building Milestone Dates

- - Building Watertight (Bldg. One) July 15, 1995

Includes all roofing (main roof, balconies, penthouses), roof drains &
overflows, all window systems (curtain wall, storefronts, ribbon punched),
all exterior skin assemblies (precast, stone, etc.), flashing, expansion
joints, caulking and entrances.

- - Core Complete - Floors 2, 3 and 4 July 15,1995

- - Core Complete - Floors 5, 6 and 7 August 15, 1995

- - Core Complete - Floors 8, 9, 10 and 1 October 15, 1995

- - Core Complete - First Floor Lobby Complete December 15,1995

Includes all restrooms (fixtures, vanities, mirrors, partitions, tile,
paint, lighting, accessories, doors, frames, hardware), elevator lobby
(doors, frames, call buttons & hall lanterns), janitors closets (slop
sinks, drains), mechanical rooms (DX units or equivalent), duct stub-outs,
dampers, controls, risers), electric room (buss duct, panels,
transformers), telephone closets (core drills, plywood), gypsum board
enclosures (core, stairs perimeter wall & interior columns), fire stairs,
standpipes, life safety system.

- - Final Base Building System Approvals/Inspections(Substantial Completion)

December 15,1995

All base building inspections, tests, permits, approvals for building,
garage and site.

- - Power July 15, 1995

Power (temporary or permanent) available for tenant contractor use.

- - Elevators/Hoist July 15, 1995

Vertical transportation available for tenant contractor for material
delivery.

36
<PAGE> 77

- - Dumpsters July 15, 1995

Provide space for tenant dumpsters with convenient access.

- - HVAC October 15, 1995

Provide base building system airflow.

37
<PAGE> 78

EXHIBIT C

RULES

1. Tenant shall not use the water and wash closets and other plumbing
fixtures for any purpose other than those for which they were constructed, and
Tenant shall not place any debris, rubbish, rag or other substance therein.

2. Tenant shall not use the Premises for lodging or sleeping or for any
immoral or illegal purpose.

3. Tenant shall not request Landlord's employees to perform any work or
do anything outside of such employees' regular duties without Landlord's prior
written consent. Tenant's special requirements will be attended to only upon
application to Landlord, and any such special requirements shall be billed to
Tenant in accordance with the schedule of charges maintained by Landlord from
time to time or as is agreed upon in writing in advance by Landlord and Tenant.
Tenant shall not employ any of Landlord's employees for any purpose whatsoever
without Landlord's prior written consent.

4. There shall not be used in any space, or in the public halls of the
Building, either by any tenant or by jobbers or others in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and side guards. Tenant shall be responsible for any loss or damage resulting
from any deliveries made by or for Tenant.

5. Tenant shall comply with any requirements relating to the
segregation of glass, paper, metal or other materials in Tenant's refuse
implemented pursuant to the terms of any recycling law now or hereafter in
force, provided that this rule shall not affect Landlord's obligation to provide
janitorial services under the Lease.

6. In the event of any conflict or inconsistency between any of the
foregoing rules and the terms of the Lease, the terms of the Lease shall govern.

C-1
<PAGE> 79

EXHIBIT D

CERTIFICATE AFFIRMING THE LEASE COMMENCEMENT DATE

This Certificate is being provided pursuant to Section 3.2 of that
certain lease agreement dated February 15, 1994 (the "Lease"), between
FAIRFAX GILBANE, L.P. ("Landlord") and AMERICAN MANAGEMENT SYSTEMS, INC.
("Tenant"). The parties to the Lease desire to confirm the following:

1. The Lease Commencement Date is ____________, 199___.

2. The initial term of the Lease shall expire on ____________ __, ___.

3. The rentable area of the Premises is ____________rentable square
feet.

WITNESS LANDLORD:

FAIRFAX GILBANE, L.P.,
a Virginia limited partnership

By: Gilbane Properties, Inc.
General Partner

By:
----------------------- -------------------------
Title:
-------------------------

WITNESS: TENANT:

AMERICAN MANAGEMENT SYSTEMS, INC.,
a Delaware corporation

By:
----------------------- -------------------------
Title:
-------------------------

D-1
<PAGE> 80

Exhibit E

HVAC Specifications

Heating, Ventilation, and Air Conditioning

System Operation Standards

1. The following operation standards are based upon population not to exceed
one (1) person per 13 5 carpetable square foot area and maximum electric
lighting (two [2] watts per rentable square foot), and power requirements (four
[4] watts per rentable square foot) of six [6] watts per rentable square foot
area.

2. A system in operation during regular business hours on all business days
(as defined further by the Lease) capable of maintaining temperatures within the
building of:

- 70 degrees F. (+/-2 degrees F.) with 35% RH (Relative Humidity)
(+/-15%) during the heating season with outdoor temperatures ranges
from 14 degrees F db to 55 degrees F or changeover point.

- 75 degrees F. (+/-2 degrees F.) with 50% RH (Relative Humidity)
(+/-10%) during the cooling season with outdoor temperatures ranges
from 91 degrees F. db to 74 degrees F.

E-1
<PAGE> 81

EXHIBIT F

LANDLORD'S SERVICES AND CLEANING SPECIFICATIONS

A. GENERAL

1. All nighttime cleaning work will be performed between 6:00 pm, and
12:00 Midnight, Monday through Friday, excluding holidays (per
section 15.1 of the lease), unless otherwise necessary for
stripping, waxing, etc.

2 (1) Full time Day Porter and (1) part time Day Porter will provide
services during the hours of 7:30 am, and 4:00 pm. The Day Porter
will be supervised and directed by the Building Manager.

3. All waste shall be compacted and its removal will be coordinated
through the Landlord.

B. DAILY OPERATIONS

1. Day Porter Services

a. Police Sidewalks.

b. Police main lobby as required, but no less than three times
daily.

c. Damp wipe lobby directories.

d. Keep entrance door glass clean.

e. Police lavatories including shower/locker facilities on each
floor no less than twice daily.

f. Police and vacuum elevator cabs as required, but no less than
twice daily.

g. Lay down and remove foul weather mats as necessary.

h. Snow/Ice removal to avoid any accumulation.

i. Replace lights in the office space as necessary.

j. Police parking garage.

2. Tenant Areas (nightly)

a. Empty and clean all waste receptacles, wash receptacles as
necessary, and provide liners.

F-1
<PAGE> 82

b. Spot vacuum or sweep all rugs and carpeted areas.

c. All tile flooring dust mopped.

d. All glass furniture tops cleaned.

e. All water fountains washed clean.

f. Report all mechanical deficiencies, i.e. dripping faucets,
burnt out lights, etc., to the Building Manager.

g. Spot clean carpets as required.

3 Lavatories (nightly)

a. Sweep and wash floors with disinfectant.

b. Wash both sides of toilet seats with disinfectant.

c. Wash all mirrors, basins, bowls, urinals.

d. Spot clean toilet partitions.

e. Empty and disinfect sanitary napkin disposal receptacles.

f. Refill toilet tissue, towel, soap and sanitary napkin
dispensers.

g. Slop sink rooms cleaned.

h. All mirrors, powder shelves, bright work, lockers, etc.,
including flushometers, piping and toilet seat hinges washed
and polished.

i. Clean all showers, shower doors/curtains.

j. Empty and clean all waste receptacles.

4. Public Areas (nightly)

a. Vacuum elevator carpets and wipe down doors and walls.

b. Clean water coolers.

c. Wipe down entrance doors and clean glass (interior and
exterior).

d. Clean Main Lobby stone flooring.

e. Dust, clean and polish all Main Lobby millwork.

F-2
<PAGE> 83

f. Vacuum floor in exercise area and wipe down equipment.

5. Elevators, including Parking Garage Elevator (nightly)

a. Vacuum carpet in all passenger elevators. Spot clean carpet,
as necessary.

b. Clean lobby elevator saddles, doors, and frames. Polish with
approved polish, as required.

c. Clean elevator frames and doors of all fingerprints and
smudges.

d. Dust and remove all marks on ceiling and light fixtures in
cab.

e. Remove all unauthorized marks and writing from insides of
elevator cabs, using manufacturer's approved method.

f. Remove all gum and foreign matter on sight.

C. WEEKLY OPERATIONS

1. Tenant Areas, Lavatories, Public Areas.

a. Hand dust and wipe clean all horizontal surfaces with treated
cloths to include furniture, window sills, door ledges, chair
rails, baseboards, convector tops, etc., within normal reach.

b. Remove finger marks from private entrance doors, light
switches, and doorways.

c. Sweep all stairways (including Parking Garage).

d. Thorough vacuuming of all rugs and carpeted areas.

2. Elevators

a. Dust and remove all marks on ceiling and light fixtures in
cab

b. Shampoo carpets.

D. MONTHLY OPERATIONS

1. Tenant and Public Areas

a. Thoroughly vacuum seat cushions on chairs, sofas, etc.

b. Vacuum and dust grillwork.

c. All carpets in high traffic areas shampooed monthly.

F-3
<PAGE> 84

2. Lavatories

a. Wash down interior walls and toilet partitions.

E. BI-YEARLY, WEATHER PERMITTING

1. Entire Building

a. Clean inside of all windows.

b. Clean outside of all windows.

F. YEARLY

1. Tenant and Public Areas

a. Strip and wax all resilient tile floor areas.

G. AS REQUIRED

1. Plowing, landscaping services, and exterior maintenance.

F-4
<PAGE> 85

EXHIBIT G

RECORDING REQUESTED BY

- ------------------------------
WHEN RECORDED MAIL TO
The Northwestern Mutual Life Ins. Co.
720 East Wisconsin Ave. - Rm N1BWC
Milwaukee, WI 53202
Attn:
-------------------------

SPACE ABOVE THIS LINE FOR RECORDER'S USE

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

ACKNOWLEDGMENT, SUBORDINATION,

NON-DISTURBANCE AND ATTORNMENT AGREEMENT Loan No.

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

THIS AGREEMENT is entered into as _, 19_, between ____ ("Tenant"),
_________ ("Borrower"), and THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a
Wisconsin corporation, 720 East Wisconsin Avenue, Milwaukee, WI 53202
("Lender").

RECITALS

A. Tenant is the lessee of successor to the lessee and Borrower is the
lessor or successor to the lessor of a certain lease dated ______, 19__ (the
"Lease").

B. Lender has made, or will make, to borrower a mortgage loan to be
secured by a Mortgage, Deed to Secure A Debt or Deed of Trust and Security
Agreement from Borrower to Lender (the "Mortgage") on the fee title and/or
leasehold Interest in the real estate, wherein the premises covered by the Lease
are located, as described in Exhibit A attached hereto.

C. Borrower and Lender have executed, or will execute, an Absolute
Assignment of Leases and Rents (the "Assignment") pursuant to which the Lease is
assigned to Lender.

D. Lender has required the execution of this Agreement by Borrower and
Tenant as a condition to Lender making the requested mortgage loan or consenting
to the Lease.

G-1
<PAGE> 86

E. Tenant acknowledges as its consideration for entering into this
Agreement that Tenant will benefit by entering into an agreement with Lender
concerning their relationship in the event of foreclosure of the Mortgage by
Lender.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in order to induce Lender to
make the requested mortgage loan or consent to the Lease, Tenant, Borrower, and
Lender hereby agree and covenant as follows:

1. Borrower hereby acknowledges, confirms and agrees that the Lease has
been, or will be, assigned to Lender pursuant to the Assignment, and Lender
acknowledges that the Assignment contains a license back to Borrower permitting
Borrower to collect all rents, income and other sums payable under the Lease.

2. Upon revocation, pursuant to the Assignment, of the license back,
Borrower acknowledges that all rents, income and other sums payable under the
Lease shall be paid to Lender.

3. Tenant and Borrower agree for the benefit of Lender that:

(a) Tenant shall not pay and Borrower shall not accept, any rent
or additional rent more than one month in advance;

(b) Tenant and Borrower will not enter into any agreement for the
cancellation, surrender, amendment or modification of the
Lease without Lender's prior written consent. Tenant will not
terminate the Lease because of a default thereunder by
Borrower unless Tenant shall have first given Lender notice
and a reasonable opportunity to cure such default.

4. Tenant and Lender hereby agrees that the Lease is and shall at all
times be subject and subordinate in all respects to the Mortgage and to all
renewals, modifications and extensions thereof, subject to the terms and
conditions hereafter set forth in this Agreement.

5. Borrower, Tenant and Lender agree that unless Lender shall otherwise
consent in writing, the fee title to, or any leasehold interest in, the real
estate and the leasehold estate created by the Lease shall not merge but shall
remain separate and distinct, notwithstanding the union of said estates either
in the Borrower or the Tenant or any third party by purchase, assignment or
otherwise.

6. If the interests of Borrower in the real estate are acquired by
Lender by foreclosure, deed in lieu of foreclosure or any other method:

(a) If Tenant shall not then be in default in the payment of rent
or other sums due under the Lease beyond any applicable cure
set forth in the Lease or be otherwise in material default
under the Lease beyond any applicable cure set forth in the

G-2
<PAGE> 87

Lease, Lender agrees that the Lease and the rights to Tenant
thereunder shall continue in full force and effect and shall
not be terminated or disturbed except in accordance with the
terms of the Lease or this Agreement;

(b) Tenant agrees to attorn to Lender as its lessor; Tenant shall
be bound under all of the terms, covenants and conditions of
the Lease for the balance of the term thereof remaining,
including any renewal options which are exercised in
accordance with the terms of the Lease;

(c) The interests so acquired shall not merge with any other
interests of Lender in the real estate if such merger would
result in the termination of the Lease;

(d) If, notwithstanding any other provisions of this Agreement,
the acquisition by Lender of the interests of Borrower in the
real estate results, in whole or part, in the termination of
the Lease, there shall be deemed to have been created a lease
between Lender and Tenant on the same terms and conditions as
the Lease for the remainder of the term of the Lease, with
renewal options, if any.

The provisions of this paragraph shall be effective and self-operative
immediately upon Lender succeeding to the interests of Borrower without the
execution of any other instrument.

7. If the Interests of Borrower in the real estate are acquired by
Lender by foreclosure, deed in lieu of foreclosure or any other method, Lender
shall be bound to Tenant under all of the terms, covenants and conditions of the
Lease, and Tenant shall, from and after Lender's acquisition of the Interests of
Borrower In the real estate, have the same remedies against Lender for the
breach of the Lease that Tenant would have had under the Lease against Borrower
if Lender had not succeeded to the interests of Borrower; provided however, that
Lender shall not be:

(a) liable for any act or omission of any landlord Including
Borrower) prior to the date of Lender's acquisition of the
interests of Borrower In the real estate; or

(b) subject to any offsets or defenses which Tenant might have
against any landlord (including Borrower) prior to the date
of Lender's acquisition of the interests of Borrower in the
real estate, except with respect to any right of offset which
Tenant may have pursuant to Section 16.5 of the Lease as a
result of any default by any prior landlord with respect to
which default Tenant shall have delivered written notice to
Lender as provided in such Section 16.5.

(c) liable for the return of any security deposit under the Lease
unless such security deposit shall have been actually
deposited with Lender; or

(d) liable to Tenant (i) under any indemnification provisions set
forth in the lease or (ii) for any damages Tenant may suffer
as a result of any representation set forth in the Lease, the
breach of any warranty set forth in the Lease, or any act of,
or failure to act by any party other than Lender and its
agents, officers and employees.

8. This Agreement may not be modified orally or in any other manner
except by an agreement in writing signed by the parties hereto or their
respective successors in interest. This

G-3
<PAGE> 88

Agreement shall inure to the benefit of and be binding upon the parties hereto,
their respective heirs, successors and assigns. Upon recorded satisfaction of
the Mortgage this Agreement shall become null and void and be of no further
effect.

IN WITNESS WHEREOF, the parties herewith have executed this Agreement as
of the day and year first above written.

TENANT:
-------------------------------

By
-------------------------------

Attest
----------------------------

Secretary

BORROWER:
-------------------------------

By
-------------------------------

Attest
----------------------------

Secretary

LENDER: THE NORTHWESTERN MUTUAL
LIFE INSURANCE COMPANY, a
Wisconsin corporation

By
-------------------------------

Attest
----------------------------

Secretary

G-4
<PAGE> 89
Fairfax Gilbane, L.P.
c/o Gilbane Properties, Inc.
7 Jackson Walkway
Providence, Rhode Island 02940

Gentlemen:

Re: Lease Agreement by and between Fairfax Gilbane, L.P., as Landlord,
and American Management Systems, Inc.

American Management Systems, Inc. ("Tenant") and Fairfax Gilbane, L.P., a
Rhode Island Limited Partnership ("Landlord") have on this date entered into the
above referenced Lease Agreement for an office building to be constructed by the
Landlord and leased to the Tenant situated in Fair Lakes Park, Fairfax County,
Virginia. The purpose of this letter is to confirm that the obligations of the
Landlord under the Lease Agreement are expressly contingent upon satisfaction of
the following contingencies:

1. On or before March 15, 1994, Landlord obtaining an environmental audit
report for the Land ( as defined in the Lease Agreement) prepared by Law
Engineering or such other environmental engineer as may be acceptable to the
Tenant and to the Landlord's lender, Northwestern Mutual Life Insurance
Company ("NML"), confirming that the Land is free of environmental
contamination and in compliance with all applicable environmental laws and
regulations, in form and content satisfactory to Tenant and NML;

2. On or before April 8, 1994, Landlord obtaining acceptance from NML of
an Application for Mortgage Loan for Fairfax Gilbane, L.P., dated and signed
as of the date hereof and submitted to NML for approval whereby there shall
be no material change from the terms of said Application;

3. On or before May 15, 1994, Landlord obtaining any and all necessary or
required governmental approvals for the FDPA and site plan for development of
the Land and construction of the building as contemplated under the Lease
Agreement; and

4. On or before March 7, 1994, Landlord obtaining a report from a
qualified soils engineer confirming that the subsoil conditions of the Land
are capable of supporting the contemplated construction of a 10-story office
building as designed in the FDPA.

Landlord agrees to use its good faith efforts to make such inquiries, retain
such consultants, make such applications and perform such acts as may be
reasonably necessary or appropriate to enable Landlord to satisfy the above
stated contingencies.

<PAGE> 90

If Landlord notifies Tenant in writing within ten (10) days after the end
of the respective required time periods set forth above, that Landlord has not
satisfied and/or waived each respective contingency, the Lease Agreement shall
be deemed to be null and void and of no further force or effect and Tenant shall
pay to Landlord, within thirty (30) days after the date of written demand from
Landlord, all out of pocket expenses incurred by Landlord to the date of
termination of the Lease Agreement hereunder in the design and development of
the Land and all improvements thereon (provided that Tenant's liability
hereunder shall not exceed $125,000.00 (or such higher amount as Landlord and
Tenant may hereafter agree to ). If Landlord does not so timely notify Tenant,
Landlord shall be deemed to have waived the respective contingencies.

Dated this 15th day of February, 1994.

AMERICAN MANAGEMENT SYSTEMS, INC.

By: /s/ Paul A. Brands
-------------------------------

ACKNOWLEDGED AND AGREED TO
this 15th day of February, 1994.

Fairfax Gilbane, L.P.
By: Gilbane Properties, Inc.,
General Partner

By: /s/ Robert V. Gilbane
---------------------------------

<PAGE> 1
EXHIBIT 10.10

DEED OF LEASE

by and between

PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

("Landlord")

and

AMERICAN MANAGEMENT SYSTEMS, INC.

("Tenant")
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section Page
<S> <C>
1. Demise.........................................................................................
2. Term...........................................................................................
3. Rent...........................................................................................
4. Permitted Use..................................................................................
5. Expenses; Services ............................................................................
6. Additional Rent................................................................................
7. Sorting and Separation of Refuse and Trash.....................................................
8. Hazardous Substances...........................................................................
9. Insurance......................................................................................
10. Damage or Restoration..........................................................................
11. Indemnification................................................................................
12. Assignment and Subletting......................................................................
13. Care of Premises...............................................................................
14. Alteration by Tenant...........................................................................
15. Condemnation...................................................................................
16. Subordination..................................................................................
17. Access to Premises.............................................................................
18. Rules and Regulations..........................................................................
19. Covenants of Right to Lease....................................................................
20. Mechanic's Liens...............................................................................
21. Expiration of Lease and Surrender of Possession................................................
22. Default-Remedies...............................................................................
23. Re-Entry by Landlord...........................................................................
24. Additional Rights to Landlord..................................................................
25. Successors, Assigns and Liability..............................................................
26. Notices........................................................................................
27. Mortgagee's Approval...........................................................................
28. Estoppel Certificates..........................................................................
29. Default Rate of Interest.......................................................................
30. Exculpatory Provisions.........................................................................
31. Mortgage Protection............................................................................
32. Reciprocal Covenant on Notification of ADA Violations..........................................
33. Laws that Govern...............................................................................
34. Financial Statements...........................................................................
35. Parking........................................................................................
36. Signage........................................................................................
37. Recordation....................................................................................
38. Force Majeure..................................................................................
39. Intentionally Omitted..........................................................................
40. Brokers........................................................................................
41. Effectiveness..................................................................................
42. Lease/Deed of Lease............................................................................
43. Miscellaneous..................................................................................
44. Roof Top Rights................................................................................
45. Early Termination Fee..........................................................................
</TABLE>

<PAGE> 3
EXHIBITS

EXHIBIT A - Legal Description of the Land
EXHIBIT A-1 - Premises (First Floor Rentable Area)
EXHIBIT A-2 - Premises (Second Floor Rentable Area)
EXHIBIT A-3 - Premises (Third Floor Rentable Area)
EXHIBIT A-4 - Premises (Fourth Floor Rentable Area)
EXHIBIT A-5 - Premises (Fifth Floor Rentable Area)
EXHIBIT A-6 - Premises (Sixth Floor Rentable Area)
EXHIBIT A-7 - Premises (Seventh Floor Rentable Area)
EXHIBIT A-8 - Premises (Eighth Floor Rentable Area)
EXHIBIT A-9 - Premises (Ninth Floor Rentable Area)
EXHIBIT A-10 - Premises (Tenth Floor Rentable Area)
EXHIBIT A-11 - Premises (Eleventh Floor Rentable Area)
EXHIBIT A-12 - Premises (Twelfth Floor Rentable Area)
EXHIBIT A-13 - Premises (Lower Level Rentable Area)
EXHIBIT A-14 - Premises Rentable Areas
EXHIBIT B - Work Agreement
EXHIBIT B-1 - Landlord's Work
EXHIBIT B-2 - Landlord's ADA and BOCA Work
EXHIBIT B-3 - Landlord's Base Building Improvements
EXHIBIT C - Declaration of Lease Commencement
EXHIBIT D - Rules and Regulations
EXHIBIT E - Roof-Top Rights
EXHIBIT F - HVAC Specifications
EXHIBIT G - Janitorial Specifications
EXHIBIT H - Ancillary Use Restrictions
EXHIBIT I - Termination Payment Schedule

<PAGE> 4
DEED OF LEASE

THIS DEED OF LEASE ("Lease") is made by and between PRINCIPAL MUTUAL
LIFE INSURANCE COMPANY, an Iowa corporation, whose address for the purpose of
this Lease shall be 711 High Street, Des Moines, Iowa 50392-1370, Attn: CRE
Equities/Mid-Atlantic Team, hereinafter referred to as "Landlord", and AMERICAN
MANAGEMENT SYSTEMS, INC., a Delaware corporation, whose address for the purpose
of this Lease shall be 4050 Legato Road, Fairfax, Virginia 22030, Attn: Mr.
Thomas W. Huba, hereinafter referred to as "Tenant".

IT IS AGREED AS FOLLOWS:

1. DEMISE.

Upon and subject to the terms hereof, Landlord does hereby lease to
Tenant and Tenant does hereby lease from Landlord the premises (the
"Premises") consisting of all of the rentable area of the building
(the "Building") commonly known as the One Fair Oaks Office Building
and located on that certain parcel of real property in Fairfax County,
Virginia known as 4114 Legato Road, Fairfax, Virginia and more
particularly described on the attached Exhibit A (the "Land", the Land
and the Building herein collectively referred to as the "Property"),
which Premises the Landlord and Tenant agree contains approximately
two hundred fourteen thousand two hundred fourteen (214,214) square
feet of rentable area. For purposes of this Lease, (i) the portion of
the Premises consisting of the entire rentable areas of the second
(2nd), seventh (7th), eighth (8th), ninth (9th), tenth (10th),
eleventh (11th) and twelfth (12th) floors of the Property, which the
Landlord and Tenant agree contains approximately one hundred nineteen
thousand four hundred seventy-nine (119,479) square feet of rentable
area, is referred to as the "Phase I Premises", and (ii) the portion
of the Premises consisting of the entire rentable areas of the lower
level, the first (1st), third (3rd), fourth (4th), fifth (5th) and
sixth (6th) floors of the Property, which the Landlord and Tenant
agree contains approximately ninety-four thousand seven hundred
thirty-five (94,735) square feet of rentable area, is referred to as
the "Phase II Premises"; provided that, Tenant shall have the right,
to be exercised by written notice delivered to Landlord not later than
December 15, 1996, to alter the floors designated as the Phase I
Premises and the Phase II Premises, so long as (i) the Phase I
Premises shall consist of not less than one hundred eighteen thousand
two hundred eighty-five (118,285) square feet, and (ii) the Phase I
Premises and the Phase II Premises shall comprise the entire rentable
area of the Building. Landlord and Tenant hereby acknowledge and
agree to the designation of rentable area for each floor of the
Building, as set forth on the attached Exhibits A-1, A-2, A-3, A-4,
A-5, A-6, A-7, A-8, A-9, A-10, A-11, A-12 and A-13, respectively, and
the rentable square footages set forth on the attached Exhibit A-14.
The Premises does not include the roof or exterior surfaces of the
walls of the Premises or the Property, or any improvements or areas
outside of such walls.

2. TERM.

(A) Initial Term.

Subject to the terms hereof, the term of this Lease (the
"Lease Term") shall be for a period (the "Initial Term") of
thirteen (13) years, commencing on the first (1st) day of
January, 1997 (the "Commencement Date") and ending at 11:59
p.m. on the thirty-first (31st) day of December, 2009 (the
"Expiration Date"). If Landlord fails to tender possession of
the Premises to the Tenant on or before the Commencement Date
stated in the preceding sentence, Landlord shall not be liable
for any damage caused by any such delay in the Commencement
Date or failure to tender possession of the Premises, nor
shall this Lease be void or voidable; provided that, to the
extent such failure in tendering possession is not caused by
or reasonably attributable to Tenant or Tenant's agents,
contractors, subtenants, assignees, employees, officers,
directors, shareholders, partners, licensees and/or others for
whose actions Tenant is responsible or over whose actions
Tenant can reasonably be expected to exercise control
(collectively, "Tenant's Agents"), the Commencement Date shall
be extended to that date on which Landlord tenders possession
of the

1
<PAGE> 5
Premises to Tenant, and the Expiration Date shall be extended
by an equal amount so that the Initial Term remains thirteen
(13) years. Notwithstanding anything herein to the contrary,
Tenant shall have the right to terminate this Lease (and shall
have no further liability hereunder) if Landlord fails to
tender possession of the Premises to Tenant on or before
January 31, 1997 (such date to be subject to a day-for-day
extension for each day of delay in tendering possession which
is caused by or reasonably attributable to Tenant or Tenant's
Agents). Tenant expressly acknowledges and agrees that (i)
Landlord shall be entitled to tender possession of the
Premises subject to the continued occupancy by the existing
tenant of the Premises, Collins International Service Company
("Collins") and Collins shall be deemed to be a permitted
subtenant of Tenant, and (ii) no such continued occupancy by
Collins of any portion of the Premises after December 31, 1996
shall constitute a failure by Landlord to tender possession of
the Premises, so long as (i) Landlord shall have elected to
treat such continued occupancy as a direct sublease between
Tenant and Collins, and (ii) Collins shall have agreed in
writing to execute and deliver to Tenant such form of sublease
with respect to Collins' continued occupancy of the Premises
as Tenant may reasonably request (Tenant hereby acknowledging
that Collins shall in no event be required to execute and
deliver any such sublease which provides (on a per rentable
square foot basis) for a higher base rent than the Base Rent
under the Lease Agreement dated March 5, 1993, between
Landlord and Collins (the "Collins Lease")). Such sublease
shall contain Collins' agreement that (i) Collins shall not be
permitted to control access to any portion of the Building by
means of previously-existing security systems or practices,
and (ii) Collins shall have no right to object to any
construction activities taking place in or around the
Building. At the request of Landlord, Tenant hereby agrees to
execute a declaration in the form attached hereto as Exhibit C
(the "Declaration") as incorporated herein by reference.
Tenant's failure to execute the Declaration shall not affect
the Commencement Date or the Lease Term, as same are
determined by the terms of this Lease.

(B) Extension Period.

(i) Provided Tenant is not in default beyond the
expiration of any applicable notice and cure period at the
time of the exercise of the applicable Extension Option or
thereafter (through and including the commencement date of the
applicable Extension Period as herein defined), and provided
that this Lease shall not theretofore have been terminated,
Tenant shall have two (2) options (the "Extension Options") to
extend the Expiration Date of the Lease Term, each for a
period of five (5) consecutive years (individually, the "First
Extension Period" and the "Second Extension Period", and
collectively the "Extension Periods"), the First Extension
Period commencing on the thirteenth (13th) anniversary of the
Commencement Date and ending on the day preceding the
eighteenth (18th) anniversary of the Commencement Date, and
the Second Extension Period commencing on the eighteenth
(18th) anniversary of the Commencement Date and ending on the
day preceding the twenty-third (23rd) anniversary of the
Commencement Date, subject to adjustment pursuant to the terms
hereof. The Extension Periods shall be upon the same terms
and conditions contained herein except that (A) the Rent
payable in the Extension Periods shall be adjusted to equal
one hundred percent (100%) of the then-prevailing fair market
rental rate for the Premises (the "New Rental Rate"), and
shall thereafter be subject to adjustment as provided in
Section 3(B) hereof, (B) Tenant shall have the right to adjust
the size of the Premises in accordance with Section 2(B)(ix)
hereof, (C) Tenant shall have no option to extend the
Expiration Date of the Lease Term beyond the last day of the
Second Extension Period, and (D) Tenant shall have no right to
exercise the Extension Option for the Second Extension Period
unless Tenant has properly exercised the Extension Option for
the First Extension Period.

(ii) Tenant may exercise an Extension Option only
by delivering binding written notice (the "Extension Option
Notice") to Landlord of Tenant's election to exercise such
Extension Option not later than twelve (12) months prior to
the commencement of the applicable Extension Period. Landlord
and Tenant agree to negotiate in good faith for a period of
thirty (30) days to attempt to reach agreement on the New
Rental Rate, promptly following delivery of Tenant's Extension
Option Notice. In the event the parties are unable to agree
on such New Rental Rate

2
<PAGE> 6
within said thirty (30) day period, then Tenant's Extension
Option Notice shall be deemed null and void, unless within ten
(10) business days after the expiration of such thirty (30)
day period Tenant agrees, by means of giving the Landlord
written notice thereof (which notice shall name the Tenant's
selected broker), to submit the determination of the fair
market rental rate for the Premises to arbitration by brokers
as set forth below. In the event Tenant shall agree to submit
such determination to arbitration in the manner aforesaid,
Landlord shall, within ten (10) business days after receipt of
Tenant's written notice to submit such determination to
arbitration, designate the broker appointed by it.

(iii) Each broker shall render a separate written
report, within thirty (30) days after appointment of
Landlord's broker, of such broker's estimate of the
then-prevailing fair market rental rate for the Premises as of
the commencement of such Extension Period. If the values
contained in the written reports differ by five percent (5%)
or less of the greater of such values, the New Rental Rate
shall be one hundred percent (100%) of the arithmetic average
of such values. If the values contained in the written
reports differ to a greater extent than set forth above, the
brokers shall, within five (5) days after rendering their
reports, promptly jointly appoint a third broker. If the two
brokers so designated shall fail to agree upon the selection
of a third broker within ten (10) days after the expiration of
such 30-day period, then either party, upon written notice to
the other, may request such appointment by the American
Arbitration Association (or any organization successor
thereto). The parties shall cooperate to expedite such
appointment. Within twenty (20) days of his appointment, the
third broker shall render a written report of his opinion of
the value of the then-prevailing fair market rental rate for
the Premises as of the commencement of the applicable
Extension Period. One hundred percent (100%) of the
arithmetic average of the values in the three (3) evaluation
reports shall then be the New Rental Rate for the Extension
Period; provided, however, that if the lowest or highest of
the three (3) evaluations, or both, varies by more than ten
(10%) from the middle evaluation, such evaluation or
evaluations so varying shall be disregarded in computing said
average.

(iv) In the event the New Rental Rate has not been
determined on or before the commencement of an Extension
Period, the Rent payable by Tenant until such determination
shall be deemed equal to the Rent payable by Tenant pursuant
to Section 3(A) immediately prior to the commencement of such
Extension Period (as the same may be adjusted hereunder);
provided, however, within fifteen (15) days of such
determination, Tenant shall pay Landlord the excess of (i) the
initial monthly installments of monthly Rent calculated for
such Extension Period, above (ii) the monthly installments of
Rent actually paid by the Tenant, in respect of each month
commencing on or after the commencement of such Extension
Period but prior to such determination, or Landlord shall
credit Tenant for any excess rent paid by Tenant if the rental
rate has declined, and Tenant shall thereafter pay Rent for
the Extension Period at the New Rental Rate (as the same may
be increased in accordance with the terms hereof).

(v) All valuations of the fair market rental rate
of the Premises shall be in writing and shall be expressed in
terms of an annual rent. Each broker's determination shall be
based on all relevant factors affecting fair market rental
rate, including, but not limited to, other terms of this Lease
(excluding tenant concessions and/or construction allowances,
but including the provision of free parking and the roof and
signage rights granted hereunder), the fact that the
determination is for a renewal, and the fact that the
determination is for a renewal as of a future date. Each
broker shall use as a basis for comparison the base and
additional rent, abatements, construction allowances and other
tenant concessions for lease renewals entered into for
comparable space in the Fair Oaks/Fair Lakes submarket of
Fairfax County, Virginia, within the period which commences
twelve (12) months prior to the date of such determination,
which leases shall commence at approximately the same time as
the applicable Extension Period.

(vi) Each broker appointed hereunder shall be a
licensed commercial real estate broker in the Commonwealth of
Virginia, and shall be qualified by experience and ability to
appraise the fair market rental for the Premises. The party
appointing each broker shall be obligated, promptly after
receipt of the valuation report prepared by the broker
appointed by such party, to deliver a copy of

3
<PAGE> 7
such valuation report to the other party in the manner
provided elsewhere in this Lease for the delivery of notices.
If a third broker is appointed, the third broker shall be
directed, at the time of his appointment, to deliver copies of
his valuation report, promptly upon its completion, to
Landlord and Tenant in the manner provided elsewhere in this
Lease for the delivery of notices. The fees and other costs
of each of the first two brokers shall be borne by the party
appointing each such broker, with the fees and other costs of
the third broker being shared equally by Landlord and Tenant;
provided that, each broker shall (i) acknowledge that such
broker's participation in the determination of the New Rental
Rate shall not entitle such broker to a brokerage commission
for the applicable Extension Period, and (ii) waive any lien
rights it may have or claim against the Property in respect of
the fees to be paid in connection with the determination of
the New Rental Rate.

(vii) It is understood that the New Rental Rate
shall be the initial Rent for the applicable Extension Period
(such Rent being subject thereafter to then-current market
escalations and adjustments as determined pursuant to Section
3(B)), and that Tenant shall continue to pay all Additional
Rent reserved under the Lease.

(viii) Tenant's failure to timely deliver Tenant's
Extension Option Notice with regard to an Extension Option
shall render such Extension Option null and void, and of no
further force or effect.

(ix) Tenant shall have the right to delete from
the Premises one (1) or more full floors of the Building, for
either the Second Extension Period or the First and Second
Extension Periods, subject to the following terms and
conditions:

(1) Tenant shall notify Landlord of its
election to decrease the Premises within the Tenant's
Extension Option Notice for the applicable Extension Period,
and shall designate in such notice the number of floors which
Tenant desires to delete from the Premises;

(2) Tenant may not decrease the size of
the Premises in either the First or Second Extension Period to
less than one hundred sixty thousand six hundred sixty-one
(160,661) rentable square feet;

(3) Landlord shall designate the floors
to be surrendered by Tenant pursuant to this Section 2(B)(ix)
(the "Early Surrender Space"); provided that, the Early
Surrender Space designated by Landlord shall result in the
remaining Premises constituting a single contiguous space;

(4) Landlord shall have no obligation to
restore, nor shall Tenant have any right to regain, possession
of any portion of the Early Surrender Space;

(5) Tenant shall surrender possession of
the Early Surrender Space not later than the last day of the
Initial Term or First Extension Period, as the case may be,
free and clear of all tenancies and occupancies, broom-clean
and otherwise in accordance with all terms and conditions of
this Lease applicable to the surrender of the Premises, as if
such day were the Expiration Date (Tenant hereby acknowledging
that such terms and conditions shall be independently applied
to the Early Surrender Space);

(6) Upon the surrender of the Early
Surrender Space, the Rent and the Tenant's Proportionate Share
(as herein defined) shall be recalculated to reflect the
deletion of the Early Surrender Space; and

(7) From and after the designation of
the Early Surrender Space, Tenant shall have no right, power
or authority to (i) assign any of the Tenant's interest in the
Lease with respect to any portion of the Early Surrender
Space, or to enter into any sublease or to permit any
occupancy of all or any portion of the Early Surrender Space
by any person or entity not

4
<PAGE> 8
then in possession of all or a portion of the Early Surrender
Space (other than the Tenant's employees), or (ii) to make or
perform, or cause to be made or performed, any alteration,
addition, improvement or modification in or to such Early
Surrender Space. The Tenant further acknowledges and agrees
that, notwithstanding anything contained in this Lease to the
contrary, from and after the date of such designation, the
Landlord shall have no obligation to rebuild or undertake
major repairs of such Early Surrender Space in the event of
any condemnation, fire or other casualty.

3. RENT.

(A) Base Rent.

Tenant shall pay for the use and occupancy of the Premises a
base rental ("Rent") equal to the sum of the Phase I Rent and
the Phase II Rent. The "Phase I Rent" shall mean the product
of (i) the rentable area of the Phase I Premises multiplied by
(ii) Fourteen Dollars ($14.00) per rentable square foot per
year, payable in equal monthly installments. The "Phase II
Rent" shall mean the product of (i) the rentable area of the
Phase II Premises, multiplied by (ii) Fourteen Dollars
($14.00) per rentable square foot per year, payable in equal
monthly installments. Rent shall be paid on the first day of
each month in advance without demand, notice, deduction,
offset, or counterclaim (except as may be otherwise expressly
provided herein) during the Lease Term; provided that, (i)
Phase I Rent shall commence to accrue on that date (the "Phase
I Rent Commencement Date") which is the later of April 1, 1997
or the date which is the ninetieth (90th) day following the
Commencement Date, and (ii) Phase II Rent shall commence to
accrue on January 1, 1998 (the "Phase II Rent Commencement
Date"). Rent for any period during the Lease Term which is
less than one month shall be prorated on a daily basis, based
on the monthly installment, and shall be payable in advance.
Rent shall be payable in lawful money of the United States to
Landlord at the address stated herein or to such other persons
or at such other places as Landlord may designate in writing.
If Tenant occupies the Premises prior to the Commencement
Date, such occupancy shall be subject to all provisions hereof
and shall not advance the last day of the Lease Term. Tenant
and Tenant's Agents may enter upon the Premises at any time
after Landlord tenders possession thereof to complete the
Building Fit-Out (as defined in Exhibit B and including, but
not limited to, the installation of telephone equipment and
communications wiring and cabling, the placement of furniture
and equipment and other work in preparation for occupancy),
without advancing the Phase I or Phase II Rent Commencement
Dates or otherwise triggering any obligation to pay Rent
pursuant to this Section 3(A) or Additional Rent pursuant to
Section 6(A).

(B) Rent Schedule.

Effective January 1, 1998, the Rent payable pursuant to
Section 3(A) shall be increased to equal Three Million Five
Hundred Four Thousand Five Hundred Forty-One Dollars
($3,504,541.00) per annum. On each anniversary of the Phase I
Rent Commencement Date occurring after January 1, 1998 and
prior to the end of the Initial Term (each an "Adjustment
Date"), the Rent set forth in the preceding sentence shall be
increased to reflect increases in the cost of living in
accordance with the following procedure:

(1) The Consumer Price Index for Urban Wage Earners and
Clerical Workers (CPI-W), U.S. City Average, All
Items (1982-84=100) (herein referred to as the
"Index"), as published by the U.S. Department of
Labor, Bureau of Labor Statistics, which is published
for the bimonthly reporting period ending most
recently prior to the Adjustment Date (herein
referred to as the "Adjustment Index"), shall be
compared with the Index published for the same
reporting period twelve (12) months prior thereto
(herein referred to as the "Beginning Index"). If
the Adjustment Index has changed from the Beginning
Index, the percentage change between the Beginning
Index and the Adjustment Index shall be determined.
There shall be added to such percentage change

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<PAGE> 9
five (5) percentage points, and the resulting sum
shall be referred to herein as the "Escalation
Factor". For example, if the Adjustment Index is two
percent (2%) higher than the Beginning Index, then
the Escalation Factor for such adjustment shall equal
seven percent (7%), and if the Adjustment Index is
one percent (1%) lower than the Beginning Index, then
the Escalation Factor for such adjustment shall equal
four percent (4%).

(2) The Escalation Factor determined in Section 3(B)(1)
shall be multiplied by the Rent in effect immediately
prior to such Adjustment Date (as such rent may have
been escalated pursuant to the terms hereof) to
arrive at the amount (the "Escalation Amount") of the
increase in the Rent pursuant to this Section 3(B)
for the period commencing with such Adjustment Date
and ending on the day preceding the next Adjustment
Date (each an "Adjustment Year"). In no event,
however, shall any Escalation Amount for any
Adjustment Year exceed two and six/tenths percent
(2.6%) of the Rent in effect immediately prior to
such Adjustment Date.

(3) The Escalation Amount determined in Section 3(B)(2)
shall, subject to the limitation set forth in the
last sentence thereof, be added to the Rent in effect
immediately prior to such Adjustment Date to arrive
at the Rent payable for such newly commencing
Adjustment Year.

(4) In no event shall the Rent payable during any
Adjustment Year be less than the Rent in effect
immediately prior to the commencement of such
Adjustment Year.

(5) If the Index is changed so that a base year other
than 1982-84 is used, the Index used herein shall be
converted in accordance with the conversion factor
published by the U.S. Department of Labor, Bureau of
Labor Statistics. If the Index is discontinued or
otherwise revised during the Lease Term, such other
government index or computation with which the Index
is replaced shall be used in order to obtain
substantially the same result as would be obtained if
the Index had not been discontinued or revised.

(6) Promptly after the adjustment of the Rent is
determined for each Adjustment Year, Landlord shall
submit to Tenant a statement setting forth the
Escalation Amount for such Adjustment Year and the
computations by which it was determined. Since the
actual increase in the Rent may not be determined
until after the start of a new Adjustment Year, until
the actual Escalation Amount is determined the Tenant
shall continue to make monthly payments of Rent in
the amount in effect immediately prior to the
Adjustment Date. In such event, Landlord's statement
shall, in addition to the actual Escalation Amount
for such Adjustment Year and the computations by
which it was determined, set forth the difference
between the monthly Rent payments theretofore paid by
Tenant for such Adjustment Year and the actual amount
of Rent determined to be owing for the period for
which such Rent has been paid (inclusive of the
Escalation Amount). If the actual amount determined
to be owing is greater than Tenant's payments for the
same period, the deficiency shall be paid by Tenant
together with the next monthly installment of Rent
due at least fifteen (15) days after the amount of
the deficiency is determined (but in all events not
later than forty-five (45) days after the amount of
such deficiency is determined).

The Rent payable for the First and Second Extension Periods
shall escalate on each anniversary of the Phase I Rent
Commencement Date occurring during such Extension Periods in
accordance with the then-current market escalation formula
(such current market escalation formula to be determined by
the brokers establishing the New Rental Rate, in accordance
with the procedure set forth in Section 2(B) (except that the
determination of the third broker, if any, shall be
controlling as to the constituent components of such current
market escalation formula, if the

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<PAGE> 10
brokers appointed by the parties shall fail to agree on such
components), at the time the New Rental Rate is determined).

Rent, Additional Rent and other sums owed by Tenant shall be
paid to Landlord at the offices of Landlord's property manager
at 1115 30th Street, N.W., Washington, D.C. 20007, or at such
place as Landlord may designate from time to time in writing.

(D) Late Charge.

Tenant hereby acknowledges that late payment by Tenant of
Rent, Additional Rent or other sums due hereunder will cause
Landlord to incur costs not contemplated by this Lease.
Therefore, if any installment of Rent, Additional Rent or any
other sum due from Tenant shall not be received by Landlord
when such amount is due, Tenant shall pay to Landlord a late
charge of four percent (4%) of such overdue amount.
Additionally, Tenant shall pay to Landlord the Default Rate
(as set forth in Section 29) on all sums in default.
Acceptance of such late charge and/or the Default Rate by
Landlord shall in no event constitute a waiver of Tenant's
default with respect to such overdue amount, or prevent
Landlord from exercising any other right or remedy available
to Landlord. Landlord agrees to waive the imposition of such
late charge and interest on one (1) occasion in any twelve
(12) month period provided that no such late charge waiver has
been granted or exercised in the preceding twelve (12) months,
and the overdue payment is paid within five (5) business days
after notice from Landlord that the payment was not paid when
due.

(E) Receipt.

The Phase I Rent for the first month of the Lease Term will be
paid by Tenant on the Commencement Date.

(F) Intentionally Omitted.

4. PERMITTED USE.

Tenant covenants that the Premises will be used solely for general and
executive office purposes in accordance with the terms hereof (the
"Permitted Use") and for no other purpose whatsoever. "General and
executive office purposes" shall be deemed to be limited to general
office use (which shall be deemed to include (a) laser and other types
of printing customarily employed in first-class business offices; (b)
data processing and word processing services; (c) telephone,
telecopier and other business communications systems; (d) storage of
files, papers, microfilm and other storage media as customarily
performed in first-class business offices; (e) video display,
screening and media rooms; (f) conference rooms; (g) classrooms for
training and presentations; (h) executive placement and travel agency
services; and (i) a messenger service), and the following incidental
and ancillary uses (each an "Ancillary Use" and collectively,
"Ancillary Uses"): (i) one or more cafeterias, dining rooms and
warming pantries (each of which may include facilities for the
refrigeration, preparation, cooking and service of food); (ii) the
sale, by vending machines, of items commonly sold in office vending
machines, including soft drinks, food, candy and cigarettes; (iii) an
exercise facility; (iv) shower and locker room facilities; and (v) in
portions of the Premises situated on the ground floor and/or lower
level of the Building, food service operations and other retail uses
approved by Landlord (such consent not to be unreasonably withheld or
delayed, but such consent may be made subject to Tenant's agreement to
such reasonable conditions and restrictions as Landlord may require
(including, but not limited to, those set forth on the attached
Exhibit H) . All such Ancillary Uses shall be subject to the terms of
this Lease and the applicable terms of the attached Exhibit H. Nothing
herein contained shall be deemed to grant Tenant the exclusive right
to engage in such Ancillary Uses at any time when Tenant leases less
than all of the Building and Tenant acknowledges that it has received
no written or oral inducements from Landlord or any of Landlord's

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<PAGE> 11
representatives that Tenant will be granted any such exclusive rights.
Tenant shall not use, store or dispose of any materials posing a
health or environmental hazard in or about the Building or the
Property; provided that, the foregoing shall not be deemed to prohibit
the storage and use of normal and reasonable quantities (not for
resale) of ordinary and customary office and cleaning supplies
utilized in first-class offices (collectively, "Permitted Materials").
All such storage and use covered by the preceding sentence shall be
made in accordance with all applicable Federal, state and local laws,
ordinances, rules and regulations, as the same may be amended from
time to time (Tenant hereby expressly agreeing to obtain all required
permits and pay any and all fees and provide any testing required by
any governmental agency in connection therewith), and shall be subject
to the following further conditions:

(i) in all events Tenant shall, upon the expiration or sooner
termination of this Lease, promptly remove all hazardous,
toxic, radioactive and/or carcinogenic substances, pollutants,
contaminants and/or materials (including, but not limited to,
any storage tanks or containers for the same) brought into or
upon the Property (including , but not limited to, the
Premises) by Tenant or any of Tenant's Agents or any third
party for or on behalf of Tenant or any of Tenant's Agents;
and

(ii) notwithstanding any provision hereof to the contrary, in the
event that any applicable Federal, state or local law,
ordinance, order, rule, regulation or other restriction shall,
at any time during the Term of this Lease or any renewal or
extension hereof, (a) require that Tenant discontinue the use
or storage, or otherwise restrict or regulate the use, of any
hazardous, toxic, radioactive and/or carcinogenic substances,
pollutants, contaminants and/or materials (including, but not
limited to, any storage tanks or containers for the same)
brought upon the Property (including, but not limited to, the
Premises) by or on behalf of Tenant or Tenant's Agents, or (b)
shall require that Landlord or Tenant or any of Tenant's
Agents remediate, clean-up or abate the effects of past use,
storage or disposal of substances brought into or upon the
Property (including, but not limited to, the Premises) by
Tenant or any of Tenant's Agents or any third party for or on
behalf of Tenant or any of Tenant's Agents, Tenant shall, at
Tenant's sole expense,

(1) where required, immediately remove such substances
(to the extent brought into or upon the Property
(including, but not limited to, the Premises) by
Tenant or any of Tenant's Agents or any third party
for or on behalf of Tenant or any of Tenant's Agents)
from the Property (including, but not limited to, the
Premises);

(2) promptly comply with all applicable laws, ordinances,
order, rules, regulations and restrictions; and

(3) promptly remediate, clean-up and abate the effects of
past use, storage and/or disposal by Tenant or any of
Tenant's Agents by any third party on behalf of
Tenant or any of Tenant's Agents as required by
applicable laws, ordinances, orders, rules,
regulations and restrictions.

(iii) Tenant shall defend, indemnify and hold Landlord and the
Property harmless from and against any claims, costs, damage,
expense and liability which may be asserted against Landlord
and/or the Property on account of such storage, use, disposal,
remediation, clean-up and/or abatement by Tenant or any of
Tenant's Agents or by any third party on behalf of Tenant or
any of Tenant's Agents.

Landlord shall bear the cost of removing from the Property any
hazardous materials that were not introduced by Tenant or any of
Tenant's Agents and that are hereafter reasonably required to be
removed to avoid a health or environmental hazard. Tenant further
covenants that the Premises will not be used or occupied for any
unlawful purposes. Tenant agrees to and shall use the Premises solely
for the purpose of conducting the Permitted Use and for no other
business or purpose. Tenant shall not commit or allow to be committed
any waste upon the Premises, or any public or private nuisance, or, at
any time when Tenant leases less than the entire Building, any other
act or thing which disturbs the quiet enjoyment of any other tenant in
the Property.

5. EXPENSES; SERVICES.

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<PAGE> 12
(A) Taxes.

Landlord shall pay all taxes applicable to the Property which
are payable during the Lease Term. As used herein, the term
"taxes" shall mean real estate taxes, assessments (whether
general or special), sewer rents, rates and charges, transit
and other special taxing district taxes, taxes based upon the
receipt of Rent or other payments hereunder which are in
substitution for, or in addition to, real estates taxes, and
any other federal, state or local governmental charge,
general, special, ordinary or extraordinary (but not including
income or franchise taxes, inheritance, estate or gift taxes,
net profit taxes or any other taxes imposed upon or measured
by Landlord's net income or profits), which may now or
hereafter be levied, assessed or imposed against the Property
or Premises (collectively, "Taxes"). Additionally, Landlord
shall have no obligation to protest Taxes, but if Landlord
does protest Taxes, the reasonable cost of such protest shall
also be deemed Taxes. In the event that Landlord elects not
to protest Taxes, Tenant shall have the right to challenge or
appeal such assessment in Landlord's name but at Tenant's sole
expense, and Landlord shall cooperate in such challenge or
appeal (including executing such forms as may be reasonably
necessary to institute and prosecute such action); provided
that, (i) Tenant shall have no right to challenge or appeal
any Tax assessment during the last two (2) years of the Lease
Term, and (ii) in the event Tenant then leases less than all
of the Building, Tenant shall pay one hundred percent (100%)
of any increase in Taxes resulting from any challenge or
appeal of Taxes filed by Tenant.

(B) Insurance.

Landlord shall provide insurance for the Property as set forth
in Section 9(A) ("Insurance"). So long as Principal Mutual
Life Insurance Company ("PMLIC") or another entity owned or
controlled by PMLIC or under common control with PMLIC, in
whole or part, is the Landlord hereunder, Landlord shall have
the right to self-insure (in which event, Operating Expenses
shall include the reasonable costs which would have been
incurred if Landlord had obtained the insurance set forth in
Section 9(A) from a third party, subject to the limitation set
forth in Section 5(G)).

(1) Subject to the terms hereof, continually through the
Lease Term, Landlord will furnish to the Premises heating,
air-conditioning and ventilation during the seasons in which
they are required, in accordance with the standards set forth
in Exhibit F attached hereto. Continually through the Lease
Term, Landlord will provide: electricity; water; elevator
service; exterior and interior window-cleaning service; and,
in accordance with the standards set forth in Exhibit G
attached hereto, janitorial service after 6:00 p.m. on Monday
through Friday only (excluding holidays). Upon Tenant's
request, Landlord agrees to amend Exhibit G from time to time
to incorporate services which are commensurate with services
furnished in other first-class office buildings in the Fair
Oaks/Fair Lakes submarket of Fairfax County, Virginia. The
hours of operation of the Building will be 8:00 a.m. to 7:00
p.m. on Monday through Friday (except holidays) and 9:00 a.m.
to 2:00 p.m. on Saturday (except holidays) and such additional
hours, if any, as Landlord and Tenant from time to time
determine; provided that, at any time Tenant does not lease
the entire Building, Tenant's consent shall not be required
for any expansion of the hours of operation of the Building
which is consistent with the hours of operation for other
first-class office buildings in the Fair Oaks/Fair Lakes
submarket of Fairfax County, Virginia. Tenant shall pay for
after-hours HVAC service a reasonable charge reasonably
established by Landlord from time to time to compensate
Landlord for the reasonably estimated incremental wear on the
Building's HVAC system resulting from such after-hours usage
(it being understood that all personnel, electricity, water
and maintenance costs relating to both scheduled and
after-hours HVAC service are being included in the Operating
Expenses of the Building); provided that, for any period in
which Tenant does not lease the entire Building, such charge
shall also include the

9
<PAGE> 13
reasonable cost of personnel, electricity, water and
maintenance charges incurred as a result of such after-hours
HVAC service (and such cost shall be excluded from Operating
Expenses of the Building). Additionally, at such times as
Tenant does not lease the entire Building, Landlord shall also
have the right to require a separate meter be installed to
meter Tenant's utility usage within the Premises, with the
cost of such meter to be borne by Landlord. In such event,
Tenant shall pay for such utility usage in a timely manner to
either Landlord or directly to the utility if required by
Landlord, and there shall be an equitable adjustment of
Operating Expenses to reflect such separate metering. As used
in this Section, the term "holidays" shall mean New Year's
Day, Presidents Day, Martin Luther King Jr.'s Birthday (in
even-numbered years only), Memorial Day, Independence Day,
Labor Day, Columbus Day (in odd-numbered years only),
Thanksgiving Day, the day after Thanksgiving, and Christmas,
as such list of holidays may be modified by Tenant from time
to time; provided that, at such time as Tenant leases less
than all of the Building, Tenant shall have no further right
to modify such list of holidays, and Landlord shall have the
right to modify such list of holidays to conform to the
building holidays generally recognized by first-class
buildings in the Fair Oaks/Fair Lakes submarket of Fairfax
County, Virginia. Subject to the terms hereof, at least two
(2) elevators in the Building shall be in service at all
times.

(2) In the event of (i) any interruption of essential
utilities or services due to Landlord's gross negligence or
willful misconduct or a failure of the base Building HVAC
System to meet the HVAC specifications set forth on Exhibit F,
which interruption or failure continues for more than two (2)
consecutive business days, or (ii) any interruption of
essential utilities or services not due to Landlord's gross
negligence or willful misconduct which continues for more than
five (5) consecutive business days, then, provided such
interruption or failure shall render a material portion of the
Premises untenantable, all Rent and Additional Rent payable
hereunder with respect to such portion of the Premises shall
thereafter be abated until such portion of the Premises is
tenantable. Landlord shall proceed with due diligence to
remedy any such interruption as promptly as reasonably
feasible.

(3) Throughout the Lease Term, the Building shall be
managed and operated in a manner commensurate with the
standards prevailing for other first-class office buildings of
comparable age, equipment and facilities in the Fair Oaks/Fair
Lakes sub-market of Fairfax County, Virginia (such standard
being referred to herein as "first-class").

(4) Landlord shall not employ any cleaning contractor for
the Building without Tenant's prior written approval (Tenant
hereby agreeing not to unreasonably withhold, condition or
delay such consent). In the event Tenant determines that the
janitorial services being furnished by Landlord are
unsatisfactory, in Tenant's reasonable judgment, Tenant shall
deliver written notice to Landlord specifying the manner in
which the services are deemed by Tenant to be deficient. If
the deficiencies are not, in Tenant's reasonable judgment,
substantially corrected during the next succeeding thirty (30)
days after delivery of such deficiency notice, then Tenant may
deliver a further notice to Landlord advising Landlord of such
fact and Landlord shall terminate the contract for janitorial
services to the Building. Promptly thereafter, Landlord shall
enter into a new contract for janitorial services to the
Building with a contractor approved by Tenant (Tenant hereby
agreeing not to unreasonably withhold, condition or delay such
approval).

(5) It is acknowledged that the initial management agent
for the Building will be Trammell Crow Real Estate Services,
Inc. ("TC"). Landlord shall not employ any other management
agent for the Building who is not, in Landlord's reasonable
discretion, a first-class property management agent. In the
event Tenant determines that the manager of the Building
(whether TC or any other manager) is not operating the
Building in a first class manner, in Tenant's reasonable
judgment, then Tenant may deliver written notice to Landlord
specifying the manner in which the operation of the Building
is deemed deficient. Landlord agrees to consider, in good
faith, any bona fide complaint Tenant may have with regard to
the managing agent of the Property and, to the extent Landlord
in its reasonable business judgment agrees with Tenant's
complaint, Landlord

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<PAGE> 14
shall institute reasonable measures to cure such complaint.

(6) Landlord shall not adopt or materially modify an
annual operating budget for the Building without first
reviewing said budget with Tenant. Landlord agrees to consult
with Tenant at Tenant's request from time to time about the
services being furnished hereunder to the Building. In the
event Tenant at any time requests that Landlord adjust (either
to increase or to decrease) the level of services being
furnished to the Property, Landlord agrees to confer with
Tenant about such request and to make any reasonable
adjustment requested by Tenant that (i) does not materially
impair the overall operation of the Building, (ii) does not
prohibit Landlord from carrying out sound maintenance
practices in keeping with industry standards for comparable
properties, and (iii) does not otherwise adversely affect the
Building or Property or the value thereof; provided that, (x)
Tenant shall have no right to decrease the level of services
to be provided to the portions of the Property excluding the
Premises if Tenant is then leasing less than all of the
Building, and (y) if Tenant is leasing less than all of the
Building, Tenant shall pay all costs and expenses associated
with any increase in services (whether by addition of new
services or increase in the level of existing services, any
capital improvement costs associated therewith being amortized
over the shorter of the useful life of such capital
improvement(s) or the period constituting the remainder of the
Lease Term for which Tenant is obligated, with interest
thereon at the Prime Rate immediately prior to such costs
being incurred), if and then only to the extent, Landlord
reasonably determines (and so informs Tenant prior to
implementing the new or increased level of service) that the
level of services requested by Tenant exceeds the level of
services commonly provided in other first-class office
buildings in the Fair Oaks/Fair Lakes submarket of Fairfax
County, Virginia.

(7) Tenant shall have the right to participate in any
discussions or communications between Landlord and the local
electric power company concerning the designation of an
electricity rate schedule for the Building, and Landlord
agrees to use reasonable efforts to provide Tenant reasonable
prior notice of any planned meeting between Landlord and power
company representatives to discuss such issue.

(D) Utilities. Except for utilities for which Tenant contracts
directly, Landlord shall pay all utility bills incurred for
water, gas, electricity, fuel, light, heat and power. Except
as otherwise set forth in Section 5(C)(2), Landlord shall not
be liable for any failure to furnish, or for any loss, injury
or damage caused by or resulting from any variation,
interruption or failure of utilities or services.

(E) Compliance with Laws.

(1) Tenant, at Tenant's sole expense, shall
comply with all laws, rules, orders, ordinances, directions,
regulations and requirements of federal, state, county, and
municipal authorities now in force or which may hereafter be
in force, which shall impose any duty upon Landlord or Tenant
with respect to Tenant's particular use, occupancy or
alteration of the Premises (as distinct from office use
generally). Without limiting the foregoing, and
notwithstanding anything herein contained to the contrary,
Tenant shall be solely responsible for obtaining and
maintaining all necessary governmental and quasi-governmental
approvals, consents, licenses and permits (Tenant hereby
agreeing to provide copies thereof to Landlord upon receipt)
for all Ancillary Uses, and conducting such Ancillary Uses in
full compliance with all applicable laws, codes and
regulations at all times (including, but not limited to, the
requirements of any board of fire underwriters or other
similar body now or hereafter constituted, and health and
safety codes).

(2) Landlord agrees to comply with all laws,
rules, orders, ordinances, directions, regulations and
requirements of federal, state, county, and municipal
authorities now in force or which may hereafter be in force
and applicable to the Property, excluding, however, any such
law, rule, order, ordinance, direction, regulation or
requirement which shall impose any duty

11
<PAGE> 15
upon Landlord or Tenant with respect to Tenant's particular
use, occupancy or alteration of the Premises (as distinct from
office use generally); provided that, (i) Landlord shall be
entitled to utilize any "grandfathering" or other exclusion or
exception from compliance which may be lawfully available,
(ii) Landlord shall have no obligation to cause any area of or
equipment in the Premises (or portion of either), which Tenant
intends to alter, modify, improve, demolish or remove as part
of the Building Fit-Out, to comply with such laws, rules,
orders, ordinances, directions, regulations or requirements,
and (iii) Tenant shall be solely responsible for compliance
with all laws, rules, orders, ordinances, directions,
regulations and requirements pertaining to the Ancillary Uses.
Except to the extent incurred in connection with the
performance of the Landlord's Work or incurred in order to
cure a violation of law which is required to be corrected
prior to the Commencement Date, all costs, expenses and fees
(including, but not limited to, reasonable attorneys' and
consultants' fees) incurred in connection with the performance
of Landlord's obligations pursuant to this Section 5(E)(2)
shall be included in Operating Expenses.

(F) Condition of Premises.

Notwithstanding anything to the contrary contained herein,
Tenant shall keep, maintain and preserve the Premises in a
first class condition at all times except for ordinary wear
and tear, and except for damage or destruction due to
casualty or condemnation which Landlord is required to repair;
provided that, this sentence shall not be deemed to require or
authorize Tenant to perform any repairs or alterations which
are Landlord's obligation hereunder. Except as otherwise set
forth herein, Landlord agrees to maintain and repair the
Building in accordance with Section 13 hereof.

(G) Operating Expenses Defined.

Operating Expenses shall mean all costs and expenses incurred
by Landlord in connection with the maintenance, repair,
management and operation of the Property (including, but not
limited to, the provision of the services required to be
provided by Landlord hereunder), determined in accordance with
sound accounting principles prevailing in the insurance and
real estate industries, consistently applied, including, but
not limited to, the following: (a) electricity, gas, water,
sewer and other utility charges; (b) commercially reasonably
premiums and other charges for insurance (including, but not
limited to, premiums for loss of rents insurance); (c)
management fees incurred in the management of the Property
(not to exceed the fair market value of the goods and services
provided in exchange therefor, and, during the first (1st)
three (3) years of the Initial Term, not to exceed two percent
(2%) of gross aggregate Rent and Additional Rent due
hereunder); (d) costs incurred in connection with service and
maintenance contracts; (e) maintenance and repair expenses
(including, but not limited to, landscaping and repairs and
maintenance to the Property); (f) amortization (calculated
over the useful life of the improvement, with interest at the
Prime Rate immediately prior to Landlord incurring such
capital expenditures) for capital expenditures made by
Landlord that are (i) required in order to comply with changes
in laws (exclusive of capital improvements to be performed by
Landlord pursuant to Exhibits B-2 and/or B-3), or (ii)
reasonably expected to result in a net decrease in Operating
Expenses; (g) salaries, wages, benefits and other expenses of
Building personnel (except as excluded below); (h) legal fees
(except as excluded below), administrative expenses and
accounting fees (except as excluded below); (i) costs of any
service not provided to the Property on the Commencement Date
but thereafter provided by Landlord in the prudent management
of the Property; (j) charges for janitorial, char and cleaning
services and supplies furnished to the Property; and (k) any
other expense reasonably incurred by Landlord in maintaining,
repairing, managing or operating the Property. Operating
Expenses shall not include (a) interest and amortization of
mortgages or any other encumbrances or debt; (b) ground rent;
(c) depreciation of the Property, any equipment (other than
personal property utilized in the operation, maintenance,
management or repair of the Property), or any other
improvements; (d) any capital expenditures (other than those
permitted above); (e) legal fees and

12
<PAGE> 16
all other costs and expenses incurred in disputes with any
lenders or ground lessors, or in connection with the sale or
financing of all or any part of the Property or Landlord's
interest therein; (f) salaries, wages, fringe benefits or
other compensation paid or provided to executives of Landlord
or any personnel above the level of building manager (except
to the extent of their direct involvement in the management of
the Building, Landlord and Tenant hereby confirming their
intent that Operating Expenses shall exclude all salaries,
wages and fringe benefits or other compensation paid to
executives or other personnel to the extent attributable to
the performance of duties above the level of building
manager); (g) the cost of any goods or services purchased from
an individual or entity which is a parent, subsidiary or
affiliate which controls, is controlled by, or is under common
control with, Landlord to the extent such cost exceeds the
cost that would be incurred in an arm's-length transaction
with an unrelated party; (h) any cost to the extent reimbursed
by the proceeds of insurance, condemnation award, refund,
credit or warranty; (i) legal and other costs (including the
prepayment of any indebtedness) incurred in connection with
any mortgaging, financing, refinancing, or sale of the
Property or entering into or modifying any ground lease; (j)
original construction costs for the Property; (k) payments for
equipment rented under long-term leases which would constitute
capital expenditures if such equipment were purchased (except
to the extent the same would constitute a capital expenditure
permitted to be included in Operating Expenses pursuant to
this Section 5); (l) any fines or penalties incurred as a
result of a violation by Landlord of any legal requirements or
any of its obligations and duties hereunder (except to the
extent caused by Tenant or any of Tenant's Agents); (m)
interest or penalties arising by reason of Landlord's failure
to pay any Operating Expenses when due (except to the extent
caused by Tenant or any of Tenant's Agents); (n) reserves for
replacements or repairs; (o) accounting fees not incurred in
connection with the operation and management of the Property
or the preparation of any statements required under this
Lease; (p) the cost of any personnel, materials or services
shared by the Building and any other buildings owned or
operated by Landlord, to the extent reasonably allocable to
such other buildings; (q) any cost, expense or fee incurred
for any item included in Operating Expenses (other than
insurance premiums, utility charges, and goods and services
specifically purchased at Tenant's request), to the extent
such cost, expense or fee exceeds the range of fair market
value for the goods or services in question; and (r) at any
time that Tenant is not leasing the entire Building, the cost
of any service to the extent furnished without charge to any
other tenant of the Building to a materially greater extent
than is furnished to the Premises.

(H) Tenant's Audit Right.

(1) In the event Tenant desires to review or audit any
annual statement of actual Operating Expenses and/or Taxes,
Tenant shall notify Landlord in writing within one hundred
eighty (180) days of receiving such statement (failing which,
such statement shall be deemed conclusive). Not earlier than
twenty (20) days, nor later than one hundred twenty (120) days
after such notice is delivered to Landlord, Tenant shall have
the right to inspect and review, or to cause an independent,
certified public accountant employed by Tenant to inspect and
audit Landlord's books and records relating to the calendar
year to which the statement relates, at the Washington, D.C.
metropolitan area office of Landlord's managing agent during
regular business hours. In the event Tenant elects to employ
a certified public accountant for purposes of conducting such
inspection and review, such certified public account shall
have at least five (5) years experience as a certified public
accountant; provided that, no such certified public accountant
shall be compensated on a contingency fee basis.

(2) Tenant shall provide Landlord not less than twenty
(20) days notice of the date on which Tenant or Tenant's
accountant desires to examine Landlord's books and records
during regular business hours. Prior to the performance of
such examination, Tenant and, if applicable, Tenant's
certified public accountant each shall execute a reasonable
form of non-disclosure agreement providing that the
information disclosed in connection with such examination be
kept confidential. Tenant shall cause the results of such
examination to be communicated in writing to Landlord.

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<PAGE> 17
(3) If Landlord does not agree with the examination
results submitted by Tenant, Landlord's accountant and Tenant
(or, if applicable, Tenant's certified public accountant)
shall endeavor to resolve any differences. If such parties
are unable to resolve all differences within sixty (60) days,
Landlord and Tenant shall select an independent, certified
public accountant who satisfies the criteria set forth above
(but failing agreement, either party may request such
appointment be made by the American Arbitration Association or
any recognized successor thereto) to resolve the same. Such
jointly selected accountant, after executing a reasonable form
of non-disclosure agreement, shall make an independent audit
of the unresolved issue(s), the results of which shall be
binding on Landlord and Tenant.

(4) If such independent audit shows that the amounts paid
by Tenant to Landlord on account of Operating Expenses and/or
Taxes exceeded the amounts to which Landlord was entitled
hereunder, Landlord shall promptly credit the amount of such
excess against Tenant's next due Rent payment. If such audit
shows that the amounts paid by Tenant to Landlord on account
of Operating Expenses and/or Taxes were less than the amounts
to which Landlord was entitled hereunder, Tenant shall pay to
Landlord the amount of such shortfall within thirty (30) days
of the date Tenant is notified of the error. Except as
otherwise expressly provided below, all costs and expenses of
Tenant's audit (including, without limitation, reasonable
copying charges) shall be paid by Tenant. In addition, Tenant
shall be responsible for the costs incurred in connection with
the third accountant (including, without limitation,
reasonable copying charges) unless such audit discloses that
the amounts paid by Tenant to Landlord for the year in
question exceeded the amounts to which Landlord was entitled
by more than three percent (3%), in which event Landlord shall
promptly reimburse Tenant for the reasonable costs and
expenses incurred in connection with Tenant's audit and such
third accountant. Landlord shall pay any accountant employed
by it to act as Landlord's accountant.

6. ADDITIONAL RENT.

(A) It is understood that the Rent set forth in Section 3(A) (as
adjusted pursuant to Section 3(B)) was negotiated with the
agreement that Tenant will pay, in addition to the Rent
specified in Section 3(A) (as adjusted pursuant to Section
3(B)), Tenant's Proportionate Share (as herein defined) of all
Taxes and Operating Expenses pertaining to the Property from
and after the Phase II Rent Commencement Date. As used
herein, the term "Tenant's Proportionate Share" shall mean the
ratio of the total rentable square footage of Premises (as the
same may be decreased pursuant to Section 2(B)(ix)) to the
total rentable square footage of the Building (as such amounts
are calculated pursuant to the attached Exhibit A-14) (the
parties hereby acknowledging that, until an adjustment to the
rentable area of the Premises pursuant to Section 2(B)(ix),
Tenant's Proportionate Share shall mean one hundred percent
(100%)). On or before January 1st of each calendar year
commencing during the Lease Term or as soon as practicable
thereafter, Landlord shall furnish to Tenant a reasonable
estimate of the Taxes and Operating Expenses for the calendar
year in question. The estimate, and each annual statement of
Taxes and Operating Expenses, shall include a line item
expense for each category of Operating Expenses and Taxes.
Tenant shall pay to Landlord the Tenant's Proportionate Share
of the estimate of such Taxes and Operating Expenses in equal
monthly installments at the same time and place as Rent is to
be paid. Landlord will furnish a statement of the actual
Taxes and Operating Expenses for each year during the Lease
Term no later than April 1st of the following year. In the
event that Landlord is, for any reason, unable to furnish the
statement of the actual Taxes and Operating Expenses within
the time specified above, Landlord will furnish such statement
as soon thereafter as practicable (but no later than May 1st
of each year) and such statement shall have the same force and
effect as if delivered within the time specified above.
Tenant will pay to Landlord any excess of the Tenant's
Proportionate Share of the total amount of Taxes and Operating
Expenses for each year above the estimated payments made by
Tenant with respect thereto, as shown by such statement,
within thirty (30) days of receipt of such statement.
Landlord shall refund to Tenant any excess (as shown by such
statement) of the estimated

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<PAGE> 18
payments by Tenant above the Tenant's Proportionate Share of
the total Taxes and Operating Expenses within thirty (30) days
of the date of the statement; provided that, Landlord's
obligation to refund any such excess shall be suspended for
the duration of any default by Tenant hereunder. Landlord
will keep books and records showing the Taxes and Operating
Expenses in accordance with sound accounting principles
prevailing in the real estate and insurance industries,
consistently applied.

(B) For the period commencing on the Phase I Rent Commencement
Date, or any earlier date (the "Phase I Early Operation Date")
on which Tenant commences to operate its business in the
Premises, or subleases or otherwise utilizes all or a portion
of the Phase I Premises for purposes other than the Building
Fit-Out, and ending on December 31st of the calendar year in
which the Phase I Rent Commencement Date shall occur, Tenant
shall pay to Landlord the product (the "1997 Phase I Tax and
Operating Expense Payment") of (i) the rentable area of the
Phase I Premises, multiplied by (ii) Six and fifty/one
hundredths Dollars ($6.50) per annum (pro-rated on a daily
basis according to the number of days in such calendar year
which are included in the Lease Term), in equal monthly
installments; provided that, in the event the Phase I Early
Operation Date shall occur prior to the Phase I Rent
Commencement Date, the 1997 Phase I Tax and Operating Expense
Payment allocable to the period commencing on such Phase I
Early Operation Date and ending on the day preceding the Phase
I Rent Commencement Date shall be calculated (subject to daily
pro-ration as aforesaid, if applicable) by multiplying (i) the
sum of the entire rentable area of each floor of the Phase I
Premises on which Tenant has commenced to operate its
business, or has subleased or otherwise utilized all or a
portion of the floor for purposes other than the Building
Fit-Out (whether or not such entire floor is so utilized), by
(ii) Six and fifty/one hundredths Dollars ($6.50). Landlord
and Tenant hereby acknowledge that the foregoing amounts are
based on the parties' agreed estimate that the Taxes and
Operating Expenses for said calendar year will be
approximately Six and fifty/one hundred Dollars ($6.50) per
rentable square foot.

(C) In the event Tenant shall, prior to January 1, 1998, commence
to operate its business in the Phase II Premises or shall
sublease or otherwise utilize all or a portion of the Phase II
Premises for purposes other than the Building Fit-Out ("Early
Use"), Tenant shall, in addition to the 1997 Phase I Tax and
Operating Expense Payment, pay to Landlord, with respect to
the period commencing on the first (1st) day of such Early Use
and ending on December 31, 1997, the product (the "1997 Phase
II Tax and Operating Expense Payment") equal (subject to daily
pro-ration as aforesaid, if applicable) to (i) the sum of the
entire rentable area of each floor of the Phase II Premises on
which Tenant has commenced such Early Use (whether or not such
entire floor is being utilized for such Early Use), multiplied
by (ii) Six and fifty/one hundredths Dollars ($6.50) per
annum. Landlord and Tenant hereby acknowledge that the
foregoing amount is based on the parties' agreed estimate that
the Taxes and Operating Expenses for said calendar year will
be approximately Six and fifty/one hundred Dollars ($6.50) per
rentable square foot.

(D) Actual Taxes and Operating Expenses for calendar year 1997
shall be reconciled against estimated payment(s) pursuant to
the foregoing Section 6(B) and/or 6(C) in accordance with the
procedure set forth in Section 6(A).

(E) In addition to the foregoing, Tenant shall reimburse Landlord
upon demand for all reasonable costs, expenses and fees
incurred by or on behalf of Landlord as a result of the
Building Fit-Out during any period commencing after the Phase
I Rent Commencement Date (including, but not limited to, any
increase in Building utility costs).

(F) Any and all payments (other than Rent) required to be made by
Tenant pursuant to this Lease shall be deemed additional Rent
("Additional Rent"). Landlord shall have the same rights and
remedies for said payments as for Rent.

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<PAGE> 19
(G) In the event that, at any time when Tenant is leasing less
than the entire Building, Landlord furnishes any utility or
service which is included in Operating Expenses to less than
ninety-five percent (95%) of the rentable area of the Property
because (i) the average occupancy of the Property for the year
in question was not equal to or greater than ninety-five
percent (95%), (ii) such utility or service is not required by
or provided to one or more of the tenants of the Property, or
(iii) any tenant occupant is itself obtaining or providing any
such utility or services, then Operating Expenses for such
year shall be adjusted to include all additional costs,
expenses and disbursements that Landlord reasonably determines
would have been incurred if Landlord had provided such
utilities and services to all rentable areas of the Property.
The intent of this section is to ensure that the reimbursement
of Operating Expenses is fairly and equitably allocated among
the tenants receiving the utilities and services in question.

7. SORTING AND SEPARATION OF REFUSE AND TRASH.

(A) Tenant covenants and agrees, at Tenant's sole cost and
expense, to comply with all applicable present and future
laws, orders and regulations of all state, federal, municipal
and local governments, departments, commissions and boards
regarding the collection, sorting, separation and recycling of
waste products, garbage, refuse and trash. Without limiting
the generality of the foregoing, Tenant shall prepare and
submit for Landlord's approval (not to be unreasonably
withheld, conditioned or delayed) a recycling plan for the
Building which complies with applicable law, and Tenant shall
comply with the approved recycling plan. Neither Landlord's
review of the Tenant's recycling plan nor any coordination
therewith by Landlord shall constitute a warranty by Landlord
regarding the compliance of such recycling plan with
applicable laws, regulations, codes or governmental or
quasi-governmental requirements, nor shall Landlord have any
liability with regard to such recycling plan. Tenant shall
sort and separate waste products, garbage, refuge and trash
into such categories as provided by law. Each separately
sorted category of waste products, garbage, refuse and trash
shall be placed in separate receptacles provided by Tenant and
reasonably approved by the Landlord. Such separate
receptacles may, at Landlord's option, be removed from the
Premises in accordance with a collection schedule prescribed
by law or by Landlord.

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

8. HAZARDOUS SUBSTANCES.

(A) The term "Hazardous Substances" shall mean pollutants,
contaminants, toxic or hazardous wastes, chemicals or
materials, or any other substances, the use, storage,
manufacture, disposal and/or the removal of which is required
or the use of which is restricted, prohibited or penalized by
any "Environmental Law", which term shall mean any federal,
state or local law, regulation, order, ordinance or other
statute of a governmental or quasi-governmental authority
relating to pollution or protection of the environment.
Tenant hereby agrees that: (A) no activity will be conducted
by Tenant or any of Tenant's Agents on the Property or
Premises that will produce, utilize or otherwise involve the
manufacture, use, storage or disposal of any Hazardous
Substances, except for those Permitted Materials permitted
pursuant to Section 4 hereof; (B) no portion of the Property
or the Premises will be used by Tenant or any of Tenant's
Agents as a landfill or a dump; (C) neither Tenant nor any of
Tenant's Agents will install any underground tanks of any
type; (D) neither Tenant nor any of Tenant's Agents will cause
or authorize any

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<PAGE> 20
surface or subsurface conditions to exist or come into
existence that constitute, or with the passage of time may
constitute a public or private nuisance; and (E) neither
Tenant nor any of Tenant's Agents will cause or authorize any
Hazardous Substances to be brought onto the Property or
Premises, except for the Permitted Materials described above,
and if so brought or found located thereon, the same shall be
immediately removed, with proper disposal, and all required
cleanup procedures shall be diligently undertaken by Tenant
pursuant to all Environmental Laws. Landlord or Landlord's
representatives shall have the right (after reasonable advance
notice except in the event of an emergency (in which event no
notice shall be required)), but not the obligation, to enter
the Premises for the purpose of inspecting the storage, use
and disposal of Permitted Materials to verify compliance with
all Environmental Laws. Should it be determined, in
Landlord's reasonable opinion, that Permitted Materials are
being improperly stored, used, or disposed of, then Tenant
shall immediately take such corrective action as is reasonably
requested by Landlord. Should Tenant fail to commence to take
such corrective action within 24 hours, Landlord shall have
the right (but not the obligation) to perform such work and
Tenant shall promptly reimburse Landlord for any and all
reasonable costs associated with said work. If at any time
during or after the Lease Term, the Property is found to be
contaminated or subject to such surface or subsurface
conditions then, to the extent caused by the acts or omissions
of Tenant or any of Tenant's Agents or any third party on
behalf of Tenant or any of Tenant's Agents, Tenant shall
diligently institute proper and thorough cleanup procedures at
Tenant's sole cost. Tenant agrees to indemnify, defend and
hold harmless Landlord, its lenders, any managing agents and
leasing agents of the Property, and their respective agents,
partners, officers, directors and employees, from all claims,
demands, actions, liabilities, reasonable costs, reasonable
expenses, penalties (whether civil or criminal), damages
(actual or punitive) and obligations of any nature to the
extent arising from or as a result of any violation of this
Section 8(A). The foregoing indemnification and the
responsibilities of Tenant shall survive the termination or
expiration of this Lease.

(B) Except with regard to the use, storage and disposal of
Hazardous Substances utilized in the ordinary course of the
maintenance, repair and/or operation of the Property
("Landlord's Permitted Substances"), Landlord agrees that it
will be fully responsible for all costs, expenses, damages or
liabilities which may occur from the use, storage, disposal,
release, spill or discharge of Hazardous Substances by
Landlord or its agents, representatives, employees or
contractors and it shall indemnify, defend and hold harmless
Tenant and its agents, partners, officers, directors,
employees and contractors from all claims, demands, actions,
liabilities, reasonable costs, reasonable expenses, penalties
(whether civil or criminal), damages (actual or punitive) and
obligations of any nature to the extent arising from or as a
result of any violation of this Section 8(B). The foregoing
indemnification and the responsibilities of Landlord shall
survive the termination or expiration of this Lease.

(C) During and after the Lease Term, Tenant and Landlord shall
each promptly provide the other with copies of all summons,
citations, directives, information inquiries or requests,
notices of potential responsibility, notices of violation or
deficiency, orders or decrees, claims, complaints,
investigations, judgments, letters, notices of environmental
liens, and other communications, issued or threatened in
writing, from the United States Environmental Protection
Agency, Occupational Safety and Health Administration, the
Commonwealth of Virginia Department of Environmental Quality,
or other federal, state or local agency or authority, or any
other entity or individual, whether public or private,
concerning (i) any Hazardous Substance regarding the Property
or the Premises; (ii) the imposition of any environmental lien
on the Property or the Premises; or (iii) any alleged
violation of or responsibility under any Environmental Law.

9. INSURANCE.

(A) INSURANCE BY LANDLORD. Subject to the terms hereof, Landlord
shall, during the Lease Term, procure and keep in force the
following insurance, the cost of which (including, but not
limited to, all premiums and deductibles for loss of rents
coverage and all other premiums and

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<PAGE> 21
reasonable deductibles) will be deemed Operating Expenses
payable by Tenant pursuant to Section 5 and Section 6:

(1) Property insurance insuring the Property and
improvements and loss of rents insurance for perils covered by
the causes of loss - special form (all risk) and in addition
coverage for flood, earthquake and boiler and machinery (if
applicable). Such coverage (except for flood and earthquake)
shall be written on a replacement cost basis equal to ninety
percent (90%) of the full insurable replacement value of the
foregoing and shall not cover Tenant's equipment, trade
fixtures, inventory, fixtures, alterations or personal
property located on or in the Premises.

(2) Commercial general liability insurance
against any and all claims for bodily injury and property
damage occurring in or about the Property or the land. Such
insurance shall have the combined single limit of not less
than One Million Dollars ($1,000,000) per occurrence per
location with a Two Million Dollars ($2,000,000) aggregate
limit.

(3) Such other insurance as Landlord deems
necessary and prudent, or as required by Landlord's
beneficiaries or mortgagees of any deed of trust or mortgage
encumbering the Property.

(B) INSURANCE BY TENANT. Tenant shall, during the Lease Term,
procure and keep in force the following insurance:

(1) Commercial general liability insurance,
naming Landlord and Landlord's managing agent for the Property
as additional insureds against any and all claims for bodily
injury and property damage occurring in, or about the Property
arising out of Tenant's use and occupancy of the Property.
Such insurance shall have a combined single limit of not less
than Two Million Dollars ($2,000,000) per occurrence with Two
Million Dollars ($2,000,000) aggregate limit and excess
umbrella liability insurance in the amount of Ten Million
Dollars ($10,000,000). Such liability insurance shall be
primary and not contributing to any insurance available to
Landlord and Landlord's insurance shall be in excess thereto.
In no event shall the limits of such insurance be considered
as limiting the liability of Tenant under this lease.

(2) Personal property insurance insuring all
equipment, trade fixtures, inventory, fixtures and personal
property located on or in the Premises for perils covered by
the cause of loss - special form (all risk) and in addition,
coverage for flood, earthquake and boiler and machinery (if
applicable). Such insurance shall be written on a replacement
cost basis in an amount equal to one hundred percent (100%) of
the full replacement value of the aggregate of the foregoing.

(3) Workers' compensation insurance in accordance
with statutory law and employers' liability insurance with a
limit of not less than $100,000 per accident, $500,000 for a
disease policy limit, and $100,000 for disease limit for each
employee.

(4) Such other insurance as Landlord deems
necessary and prudent, or as required by Landlord's
beneficiaries or mortgagees of any deed of trust or mortgage
encumbering the Property, and customarily maintained by
comparable tenants engaged in comparable uses.

The policies required to be maintained by Tenant
shall be issued by companies rated AX or better (or
equivalent, from time to time) in the most current issue of
Best's Insurance Reports (or any recognized successor
thereto), and licensed to do business in the state in which
the Property is located and domiciled in the USA. Deductible
amounts under Tenant's insurance policies shall not exceed
Twenty-Five Thousand Dollars ($25,000.00). Certificates of
insurance (certified copies of the policies may be required)
shall be delivered to Landlord prior to the Commencement Date
and annually thereafter at least thirty (30) days prior to the
expiration date

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<PAGE> 22
of the old policy. Tenant shall have the right to provide
insurance coverage which it is obligated to carry pursuant to
the terms hereof in a blanket policy, provided such blanket
policy expressly affords coverage to the Property, the
Premises, and to Landlord as required by this Lease. Each
policy of insurance shall provide notification to Landlord at
least thirty (30) days prior to any cancellation or
modification to reduce the insurance coverage. Tenant hereby
agrees to pay to Landlord as liquidated damages an amount
equal to Two Hundred Fifty Dollars ($250.00) per day for each
day on which Tenant fails to deliver to Landlord a current
certificate(s) evidencing that the insurance required pursuant
to this Section is being maintained, after not less than
forty-eight (48) hours notice from Landlord that it has not
been provided a current certificate of insurance.

In the event Tenant does not purchase the insurance
required by this Lease or keep the same in full force and
effect, Landlord may (but shall not be obligated to) purchase
the required insurance and pay the premium. The Tenant shall
repay to Landlord promptly upon demand as Additional Rent, the
amount so paid. In addition, Landlord may recover from Tenant
and Tenant agrees to pay, as Additional Rent, any and all
reasonable expenses (including, but not limited to, reasonable
attorneys' fee) and damages which Landlord may sustain by
reason of the failure of Tenant to obtain and maintain such
insurance.

(C) SUBROGATION. Landlord and Tenant mutually waive their
respective rights of recovery against each other for any loss
of, or damage to, their respective property, to the extent
that such loss or damage is (or is required hereby to be)
insured against by an insurance policy at the time of such
loss or damage or, with respect to Landlord, is self-insured.
Each party shall obtain any special endorsements (if required
by its insurance policy) whereby the insurer waives its rights
of subrogation against the other party. This clause shall not
apply in those cases where waiver of subrogation would cause
either parties' insurance to be voided or otherwise made
uncollectible.

10. DAMAGE OR DESTRUCTION.

If the Premises shall be (i) materially damaged or destroyed during
the last year of the Lease Term (inclusive of any Extension Period for
which an Extension Option was exercised prior to such damage or
destruction), or (ii) damaged or destroyed to such extent that the
damage or destruction cannot be repaired within a period of three
hundred sixty-five (365) days of the date of such damage or
destruction, either Landlord or Tenant may terminate this Lease by
written notice delivered to the other within sixty (60) days of the
date of such damage or destruction (and in such event this Lease shall
terminate as of date of such damage or destruction as if such date
were the Expiration Date hereof). In addition, Landlord, at its sole
option, shall have the right to cancel and terminate this Lease, by
written notice delivered to Tenant not later than sixty (60) days
after the date of damage or destruction, in the event the Premises is
damaged or destroyed during the last five (5) years of the Lease Term
(inclusive of any Extension Period for which an Extension Option was
exercised prior to such damage or destruction) and Tenant shall fail
to execute and deliver to Landlord upon request an extension of the
Lease Term equal to the amount of time by which the remaining Lease
Term (exclusive of any Extension Period for which the applicable
Extension Option was not exercised prior to such damage or
destruction, and further excluding the estimated time to rebuild or
restore the Premises) is less than five (5) years, upon the same
terms and conditions set forth herein except that the Rent for the
period of such extension shall equal the then-escalated Rent in effect
immediately prior to the expiration of the Lease Term, subject to
escalation in the same manner in effect immediately prior to the
expiration of the Lease Term. If this Lease is not terminated, then
Landlord shall repair and restore the Premises (exclusive of Tenant's
equipment, trade fixtures, inventory, fixtures and personal property)
with all reasonable speed to substantially the same condition as
immediately prior to such damage or destruction, and the Rent or a
just and proportionate part thereof, according to Tenant's ability to
utilize the Premises in its damaged condition, shall be abated until
the Premises shall have been repaired and restored by Landlord.

11. INDEMNIFICATION.

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<PAGE> 23
Tenant shall defend, and hereby does indemnify and hold Landlord
harmless from and against any and all claims, costs, damages,
expenses, fees, liabilities, losses or suits arising from or out of,
or in connection with (i) injury or death to any person in, on or
about the Premises, (ii) damage to or loss of use of any property
arising out of any occurrence in, on or about the Premises, (iii) the
use, condition, occupational safety or occupancy of the Property or
Premises, to the extent attributable to the gross negligence or
willful misconduct of Tenant or any of Tenant's Agents, and/or (iv)
any default by Tenant in the performance of its obligations under this
Lease (including, but not limited to Exhibit H); provided that, Tenant
shall have no obligation to defend, indemnify or hold Landlord
harmless with regard to any matter to the extent caused by the
negligence or willful misconduct of Landlord or its agents or
employees. Such indemnifications shall, among other things, include
and apply to reasonable attorneys' fees, investigation costs, and
other costs actually incurred by or on behalf of Landlord. The
provisions of this Section 11 shall survive the expiration or
termination of this Lease with respect to any matter, circumstance or
event which occurred or relates to any period ending prior to such
expiration or termination. Except as otherwise expressly set forth
herein to the contrary, this Lease is made on the express conditions
that, to the fullest extent permitted by applicable law, Landlord
shall not be liable for, or suffer loss by reason of, injury to person
or property, from whatever cause, in any way connected with the
condition, use, occupational safety or occupancy of the Premises,
specifically including, without limitation, any liability for injury
to the person or property of Tenant or Tenant's Agents. Landlord
shall indemnify, defend and hold harmless Tenant from and against all
costs, damages, injury, claims, liabilities, expenses (including
reasonable attorneys' fees), losses and court costs arising from or as
a result of any breach of Landlord's duties or obligations hereunder
or of any gross negligence or willful misconduct of Landlord or its
agents, representatives employees or contractors acting within the
scope of their employment or engagement.

12. ASSIGNMENT AND SUBLETTING.

(A) Tenant shall not assign this Lease, or sublet all or any
portion of the Premises, or permit the use or occupancy of
the Premises by any party other than Tenant, without the prior
written consent of Landlord, which consent shall not be
unreasonably withheld, conditioned or delayed. Tenant shall
not encumber, mortgage, pledge, license, hypothecate or
otherwise transfer the Premises or this Lease (except as set
forth in the preceding sentence) without the prior written
consent of Landlord, which may be granted or withheld in
Landlord's sole discretion.

(B) Tenant must request Landlord's consent to an assignment or
sublease in writing at least twenty (20) days prior to the
commencement date of the proposed sublease or assignment,
which request must include (a) the name and address of the
proposed assignee or subtenant, (b) the nature and character
of the business of the proposed assignee or subtenant, (c)
financial information (including financial statements, if
available) of the proposed assignee or subtenant, and (d) a
copy of the proposed sublet or assignment agreement, which
must be in substance and form reasonably acceptable to
Landlord. Tenant shall also provide any additional
information Landlord reasonably requests regarding such
proposed assignment or subletting. Within seven (7) business
days after Landlord receives Tenant's request (with all
required information included), Landlord shall notify Tenant
if it wishes to deny its consent to such proposed assignment
or subletting. In the event Landlord shall fail to respond to
Tenant within such period of time, Tenant may deliver to
Landlord a second (2nd) request for such consent, which notice
shall specifically state that the failure by Landlord to
respond within five (5) business days shall be deemed
Landlord's election to grant its consent thereto, and in the
absence of a response to such second (2nd) notice, Landlord
shall be deemed to have granted its consent thereto.

(1) If Landlord approves an assignment
or sublease as herein provided, Tenant shall pay to
Landlord as Additional Rent fifty percent (50%) of
the amount, if any, by which the rent, any additional
rent and any other sums paid by the assignee or
subtenant to Tenant under

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<PAGE> 24
such assignment or sublease (after deducting
therefrom the reasonable out-of-pocket costs incurred
by Tenant in the subject transaction, including, but
not limited to, brokerage commissions, hard and soft
construction expenses, tenant concessions (exclusive
of non-cash concessions, such as free rent), and
reasonable legal fees) exceeds the total of the Rent
plus any Additional Rent payable by Tenant hereunder
which is allocable to the portion of the Premises
which is the subject of such assignment or sublease.
The foregoing payments shall be made on not less than
a monthly basis by Tenant. The foregoing provisions
of this Section 12(C)(1) shall be inapplicable to any
subletting of the Phase II Premises prior to January
1, 1998, but shall apply to any continuation thereof
beyond January 1, 1998.

(2) No consent to any assignment or
sublease shall constitute a further waiver of the
provisions of this section, and all subsequent
assignments or subleases may be made only upon the
terms and conditions of this Section 12 and with the
prior written consent of Landlord in accordance
herewith. In no event shall any consent by Landlord
be construed to permit reassignment or resubletting
by a permitted assignee or sublessee.

(3) No sublease or assignment by Tenant
shall relieve Tenant of any liability hereunder.

(4) Any assignment or sublease without
Landlord's prior written consent shall be void, and
shall, at the option of the Landlord, constitute an
Event of Default under this Lease.

(5) No assignment or sublease shall be
granted for any term which extends beyond the Lease
Term, as it may have been theretofore renewed
hereunder, unless the portion of the term which
extends beyond the Lease Term shall be subject to
Tenant's exercise of the applicable Extension
Option(s).

(6) Tenant shall reimburse Landlord upon
demand for all reasonable costs, expenses and fees
incurred by or on behalf of Landlord in connection
with any proposed assignment or sublease by Tenant
(including, but not limited to, Landlord's reasonable
attorneys fees and out-of-pocket expenses incurred in
connection with Landlord's review of such sublease or
assignment (if any)).

(D) The following events shall constitute an "Assignment" which is
subject to the terms of this section and for which Landlord's
prior written consent is required: (i) if Tenant is a
corporation and any part or all of Tenant's shares of stock,
or the shares of stock or other ownership interests of any
corporation or other entity owning shares of Tenant's stock,
shall in any one or more instances be issued, or transferred
by sale, assignment, conveyance, operation of law (including,
but not limited to, transfer as a result of or in conjunction
with any merger, reorganization or recapitalization) or other
disposition, or otherwise changed, so as to result in less
than fifty-one (51%) of such shares, or other ownership
interests, or less than fifty-one percent (51%) of any class
of such shares or other ownership interests, being owned by
the present (i.e., as of the date hereof) owners thereof; (ii)
if Tenant is a partnership and any general partnership
interest(s), or the stock or other ownership interests of any
corporation or other entity owning any such general
partnership interests(s), in the partnership shall in any one
or more instances be issued, or transferred by sale,
assignment, conveyance, operation of law (including, but not
limited to, transfer as a result of or in conjunction with any
merger, reorganization or recapitalization) or other
disposition, or otherwise changed, so as to result in less
than fifty-one percent (51%) of such general partnership
interests(s), stock (or any class of such stock) or other
ownership interests being owned by the present (i.e., as of
the date hereof) owners thereof; (iii) if Tenant is a limited
liability company or any other type of entity, and any
interest(s) of any member or other equity owner, or the
ownership interests of any entity owning any membership
interest(s) or other equity interest in the Tenant, shall in
any one or more instances be issued, or transferred by sale,
assignment, conveyance, operation of law (including, but not
limited to, transfer as a result of or in conjunction with any
merger, reorganization or recapitalization) or other
disposition, or otherwise changed, so as to result in less
than fifty-one

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<PAGE> 25
percent (51%) of such membership interests or other such
equity and/or ownership interests being owned by the present
(i.e., as of the date hereof) owners thereof; or (iv) if
effective control of the corporation, partnership, limited
liability company or other form of Tenant shall be taken from
those exercising such control as of the date hereof; provided
that, this Section 12(D) shall not be deemed to apply to any
corporation the shares of which are traded on a
nationally-recognized exchange and which is required to make
public disclosures regarding ownership and financial
condition.

(E) Notwithstanding any other provision of this Lease to the
contrary, American Management Systems, Inc. ("AMS") shall have
the right to (1) assign this Lease or to sublet all or any
portion of the Premises, in either case without the consent of
Landlord, to any affiliate that is wholly-owned by or under
common ownership with AMS (as part of a single group of
interlocking companies), or to any wholly-owned and controlled
division or sub-entity of AMS, or (2) sublease up to one (1)
full floor of the Premises to any entity or user that is
partially-owned by AMS and in which AMS is an active
participant in management and operations, all subject to the
following conditions: (a) the proposed assignee or sublessee
(the "Transferee") and its business shall be of a type and
quality suitable for a first-class office building, (b) the
proposed Transferee shall not be a governmental or
quasi-governmental authority, a foreign government or
international agency or other organization entitled to
sovereign or other immunity, (c) neither the proposed
assignment or subtenancy, nor the proposed assignee or
subtenant, will impose an additional, material burden upon
Landlord in its operation of the Property which exceeds the
additional burden which Landlord would reasonably suffer if
the Building were multi-tenanted, (d) AMS shall notify
Landlord not less than ten (10) days in advance of the
effective date of such assignment or sublease of AMS' intent
to enter into such assignment or sublease (failing which,
Landlord shall be entitled (as Landlord's sole remedy for AMS'
failure to deliver such notice), and AMS shall pay to Landlord
as liquidated damages, the sum of Five Hundred Dollars
($500.00) for each failure to so notify Landlord), (e) such
Transferee is lawfully qualified to occupy the Premises, (f)
there will be no use of the Premises in violation of the terms
hereof, (g) with respect to an assignment, such Transferee
shall expressly assume all of the obligations of the Tenant
hereunder on a form acceptable to Landlord, and (h) no such
assignment or subletting shall relieve AMS of any agreement,
covenant, duty, liability or obligation hereunder.

(F) Tenant hereby assigns to the Landlord absolutely the rent due
from each assignee and subtenant and Tenant hereby authorizes
each such assignee and subtenant to pay said rent directly to
Landlord for credit, as and when collected by the Landlord
(and net of the Landlord's reasonable collection costs),
against the Rent and Additional Rent payable hereunder;
provided that, for all periods in which no Event of Default
shall be in existence hereunder, Landlord shall permit Tenant
to continue to collect the rent from such assignees and
subtenants.

13. CARE OF PREMISES.

(A) Except as otherwise expressly set forth herein to the
contrary, Tenant covenants and agrees that during the Lease
Term it will keep the Premises and every part thereof in
first-class order, condition and repair except for ordinary
wear and tear and casualty and condemnation damage which
Landlord is required to repair, and that it will in all
respects and at all times duly comply with all applicable
laws, and all covenants, conditions and restrictions
applicable to the Property.

(B) Subject to ordinary wear and tear and subject to Tenant's
obligation to pay Operating Expenses pursuant to Sections 5
and 6, Landlord shall keep the Property and the Building in a
first-class condition, and shall replace, repair and maintain
as and when necessary in Landlord's reasonable business
judgment: (A) the roof, exterior and core walls, floor slabs
and other structural components of the Building; (B) all
systems required for the elevator, plumbing, electrical, HVAC,
mechanical and other services of Landlord required hereunder;
(C) all exterior areas of the Building; (D) all common areas
of the Property; and (E) all exterior improvements and areas
of the Property (including, but not limited to, driveways,
parking areas and facilities, curbs, sidewalks, lighting,
landscaping and fencing). In furtherance of the foregoing,
Landlord shall

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<PAGE> 26
agree to maintain in stock one (1) compressor and one (1) fan
motor for the base Building HVAC System (as herein defined).
Landlord further agrees to utilize prudent management
practices in determining when an item is at the end of its
useful operating life and should be replaced rather than
repaired.

14. ALTERATION BY TENANT.

(A) Tenant is hereby given the right, at its sole cost and
expense, at any time during the Lease Term, to make
non-structural or cosmetic alterations or improvements to the
interior of the Premises which Tenant deems necessary or
desirable for its purposes; provided, however, that no
addition, alteration, improvement or modification which (i) is
not considered normal office build-out for office tenants of
all sizes, (ii) affects the structure or systems of the
Building or any other tenant of the Building (if any), (iii)
requires a permit or other governmental or quasi-governmental
approval, consent or license, or (iv) costs in excess of Ten
Thousand Dollars ($10,000.00), shall be made without the prior
written approval of Landlord (which written approval shall not
be unreasonably withheld, conditioned or delayed, except with
regard to work covered by clause (ii) which will or is likely
to materially and adversely affect any other occupant of the
Property). Landlord's approval of any plans, specifications
or work drawings shall create no responsibility or liability
on the part of the Landlord for their completeness, design
sufficiency or compliance with any laws, rules and regulations
of governmental agencies or authorities.

(B) All work by or for Tenant herein permitted shall be done and
completed by the Tenant in a good and workmanlike manner and
in compliance with all requirements of law and of governmental
rules and regulations (including, but not limited to, the
Americans with Disabilities Act). Tenant agrees to indemnify
the Landlord against all mechanics' or other liens arising out
of any of such work, and also against any and all claims for
damages or injury which may occur during the course of any
such work. Tenant shall notify Landlord in writing not less
than ten (10) days in advance of all work to be performed in
or on the Property by or on behalf of Tenant or any of
Tenant's Agents, for which Landlord's consent is required. For
the further security of Landlord, Tenant covenants and agrees
to give actual notice of the first (1st) two (2) sentences of
Section 20 in advance to each project manager, contractor and
subcontractor with whom Tenant contracts directly for the
performance of any addition, alteration, improvement or
modification in or to the Premises; provided that, Landlord
hereby acknowledges that Tenant's failure to give the notice
specified in this sentence shall not constitute an Event of
Default hereunder (whether or not notice of such failure is
delivered by Landlord to Tenant).

(C) Upon written notice to Tenant (not later than thirty (30) days
after expiration of the Lease Term), Landlord may require that
Tenant remove, after the expiration or sooner termination of
the Lease Term and at Tenant's sole cost and expense, any
and/or all alterations, improvements or additions to the
Premises, and restore the Premises to their prior condition;
provided that, Landlord shall have no right to require the
removal of (i) any additions, alterations or improvements that
are customarily considered normal office improvements for
office tenants of all sizes (including, but not limited to,
wiring or cabling which is customarily considered part of
normal office improvements for first-class office tenants of
all sizes), or (ii) any alterations, improvements or additions
to the Premises to which Landlord has consented, unless at the
time such consent was granted Landlord reserved the right to
require such removal. Tenant shall also repair any damage to
the Premises caused by the installation or removal of Tenant's
trade fixtures, furnishings and equipment, or any alterations
or other improvements made to the Premises by Tenant.

15. CONDEMNATION.

(A) If the Premises shall be wholly taken by exercise of right of
eminent domain, then this Lease shall terminate from the day
the possession of the whole of the Premises shall be required
under the exercise of such power of eminent domain.

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<PAGE> 27
(B) If a part of the Premises shall be condemned, then the Rent
payable hereunder shall be reduced in the proportion that the
remaining area of the Premises bears to the original area of
the Premises.

(C) Any award for the taking of all or part of the Premises
(including, but not limited to, the Tenant's leasehold
interest) under the power of eminent domain or any payment
made under threat of the exercise of such power shall be the
property of the Landlord. Tenant reserves such separate
rights as it may have against the condemning authority to
claim damages for loss of its trade fixtures and the cost of
removal and relocation expense, provided such Tenant rights do
not, in any way, diminish the award to which Landlord would
otherwise be entitled or reduce the amounts payable to
Landlord pursuant to this subsection.

16. SUBORDINATION.

This Lease is and shall at all times be and remain subject and
subordinate to the lien of any future mortgage (and to any and all
advances made thereunder) upon the Property or Premises, unless
Landlord requires this Lease to be superior to any such mortgage.
Tenant shall execute and return to Landlord any and all documentation
reasonably required by Landlord to evidence the subordination (or
superiority) of this Lease to any such mortgage. Tenant hereby agrees
to pay to Landlord as liquidated damages an amount equal to Two
Hundred Fifty Dollars ($250.00) per day for each day on which Tenant
fails to return any such documentation requested pursuant to the
preceding sentence, after not less than forty-eight (48) hours notice
from Landlord that Tenant has failed to return any such documentation
within ten (10) days after Landlord's written request therefor. In
the event of subordination of this Lease, Landlord will obtain a
written non-disturbance agreement in form reasonably satisfactory to
Tenant and such lender, providing, without limitation, that (A) in the
event of a foreclosure or other action taken under the mortgage by the
holder thereof, this Lease and the rights of Tenant hereunder shall
not be disturbed but shall continue in full force and effect so long
as there shall not be an Event of Default in existence hereunder, and
(B) such holder will agree that in the event it shall be in possession
of the Premises, that so long as Tenant shall observe and perform all
of the obligations of Tenant to be performed pursuant to this Lease,
such Mortgagee will perform all obligations of Landlord required to be
performed under this Lease. So long as such non-disturbance agreement
was delivered to Tenant, in the event any proceedings are brought for
foreclosure, or in the event of the exercise of the power of sale
under any mortgage made by the Landlord covering the Premises, Tenant
shall attorn to the purchaser at any such foreclosure, or to the
grantee of a deed in lieu of foreclosure, and recognize such purchaser
or grantee as the Landlord under this Lease. Tenant hereby agrees
that no mortgagee or its successor shall be (i) bound by any payment
of Rent or Additional Rent for more than one (1) month in advance,
(ii) bound by any amendment or modification of this Lease made without
the consent of Landlord's mortgagee or its successor, (iii) liable for
damages for any breach, act or omission of any prior landlord, (iv)
bound to effect or pay for any construction for Tenant's occupancy, or
(v) subject to any claim of offset or defenses that Tenant may have
against any prior landlord. The word "mortgage" as used herein
includes mortgages, deeds of trust and any sale-leaseback
transactions, or other similar instruments, and modifications,
extensions, renewals, and replacements thereof, and any and all
advances thereunder.

17. ACCESS TO PREMISES

Landlord and its authorized agents shall, upon reasonable prior verbal
or written notice (except in the event of an emergency, in which event
no notice shall be required), have free access to the Premises at any
and all reasonable times to inspect the same, to make any repair or
alteration to the Premises, to place and maintain a "For Rent" sign
thereon at any time within twelve (12) months prior to expiration of
the Lease Term and/or termination of this Lease and to exhibit and
show the Premises to prospective tenants during such time period, and
for other reasonable purposes pertaining to the rights of the Landlord
hereunder.

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<PAGE> 28
18. RULES AND REGULATIONS.

Tenant agrees to comply with all existing rules and regulations of the
Building, and all future rules and regulations reasonably promulgated
by Landlord concerning the Property and the Premises and made known to
Tenant in writing. The existing rules and regulations are set forth in
Exhibit D attached hereto and made a part hereof by reference.
Landlord shall have no liability for any failure by any other person
or entity to honor or observe the terms of said rules and regulations.

19. COVENANTS OF RIGHT TO LEASE.

Landlord covenants that it is the fee simple owner of the Property and
has good and sufficient right to enter into this Lease and that
Landlord alone has the right to lease the Premises for the Lease Term.
Landlord further covenants that upon Tenant performing the terms and
obligations of Tenant under this Lease, Tenant shall be entitled to
peaceably and quietly possess the Premises throughout the Lease Term
and any renewal or extension thereof, subject to the terms of this
Lease.

20. MECHANICS LIENS.

Neither Tenant nor anyone claiming by, through, or under Tenant or
this Lease, shall have the right to file or place any mechanics lien
or other lien of any kind or character whatsoever upon the Property or
Premises or upon any improvement thereon, or upon the leasehold
interest of Tenant therein. Notice is hereby given that no
contractor, subcontractor, or anyone else who may furnish any
material, service or labor for any Property improvements, alteration,
repairs or any part thereof, shall at any time be or become entitled
to any lien thereon. Tenant shall cause any such lien imposed to be
released of record by payment or posting of the proper bond acceptable
to Landlord within ten (10) business days after the earlier of Tenant
acquiring knowledge of such lien or written request by Landlord. If
Tenant fails to remove any lien within said ten (10) business day
period, then Landlord may (but shall not be obligated to) do so at
Tenant's expense, and Tenant shall reimburse Landlord upon demand for
such amount, including, but not limited to, reasonable attorneys fees
and costs, as Additional Rent.

21. EXPIRATION OF LEASE AND SURRENDER OF POSSESSION.

(A) Holding Over. Tenant will, at the expiration or termination
of this Lease by lapse of time or otherwise, yield up
immediate possession of the Premises to Landlord, free of all
tenancies and occupancies and otherwise in the condition
required under this Lease. If Tenant retains possession of
the Premises or any part thereof after such expiration or
termination, then Landlord may, at its option, serve written
notice upon Tenant that such holding over constitutes either
of (i) creation of a month-to-month tenancy, upon the terms
and conditions set forth in this Lease, or (ii) creation of a
tenancy at sufferance, in any case upon the terms and
conditions set forth in this Lease; provided, however, that
the monthly Rent (or daily Rent under (ii)) shall, in addition
to all other sums which are to be paid by Tenant hereunder,
whether or not as Additional Rent, be equal to the greater of
(x) the fair market rent for the Premises, or (y) one hundred
fifty percent (150%) of the sum of Rent plus Additional Rent
owed monthly to Landlord under this Lease immediately prior to
such expiration or termination (prorated in the case of (ii)
on the basis of a 365 day year for each day Tenant remains in
possession); provided that, with respect to the first (1st)
ninety (90) days of any such holdover, the amount calculated
under the foregoing clause (y) shall be based on one hundred
twenty-five percent (125%), rather than one hundred fifty
percent (150%). If no such notice is served, then a tenancy
at sufferance shall be deemed to be created at the Rent in the
preceding sentence. Tenant shall also pay to Landlord as
Additional Rent all damages sustained by Landlord resulting
from retention of possession by Tenant, including, but not
limited to, all brokerage commissions and reasonable legal
fees incurred in connection with any lease for all or a part
of the Premises to a replacement tenant which is canceled or
terminated as a result of such holdover, plus a reasonable
vacancy allowance equal to the period reasonably estimated by
Landlord to be necessary to identify another replacement
tenant, negotiate a lease with such replacement tenant, and
build-out the Premises (or such portion thereof as shall be
leased) for such replacement tenant;

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<PAGE> 29
provided that, except to the extent expressly enumerated in
the foregoing provisions of this sentence, Tenant shall not be
liable for any indirect, consequential or punitive damages as
a consequence of any holdover. The provisions of this section
shall not constitute a waiver by Landlord of any right of
re-entry as herein set forth; nor shall receipt of any Rent or
any other act in apparent affirmance of the tenancy operate as
a waiver of Landlord's right to terminate this Lease for a
breach of any of the terms, covenants, or obligations herein
on Tenant's part to be performed.

(B) Subject to Landlord's right to require their removal in
writing as hereinabove provided, all alterations, additions
and improvements which may be made in, on or to the Premises
shall become the property of Landlord upon their installation
in the Premises and shall remain upon and be surrendered with
the Premises. Subject to Section 14, upon the expiration of
this Lease, by lapse of time or otherwise, Tenant shall
surrender the Premises, together with any and all alterations,
improvements or additions erected in, on or to the Property or
Premises by Tenant (excluding Tenant's personalty), ordinary
wear and tear and casualty and condemnation damage which
Landlord is required to repair excepted.

(C) Tenant may install adequate equipment, fixtures, wiring,
cabling and machinery for the operation of its business and,
upon the expiration or termination of this Lease by lapse of
time or otherwise, Tenant shall remove such equipment,
fixtures, wiring and cabling (subject to the limitation set
forth in Section 14(C)), and machinery installed by it at
Tenant's sole cost. Upon removal of such equipment, fixtures,
wiring and cabling (subject to the limitation set forth in
Section 14(C)), and machinery, Tenant shall repair any damage
to the Property or Premises caused by such removal or
installation at Tenant's sole cost.

22. DEFAULT-REMEDIES.

(A) The occurrence of one or more of the following events shall
constitute a material default and breach of this Lease by
Tenant ("Event of Default"):

(1) Failure by Tenant to make payment of
any Rent, Additional Rent, or any other payment
required to be made by Tenant hereunder, as and when
due, and such a failure shall continue for a period
of more than ten (10) days after written notice of
such failure to Tenant; provided that, (i) Landlord
shall not be required to deliver more than two (2)
such notices in any period of twelve (12) consecutive
months , and (ii) following delivery of the second
(2nd) such notice, any subsequent failure by Tenant,
within twelve (12) months of the first (1st) such
notice, to make any payment when and as due shall be
deemed an Event of Default;

(2) The making by Tenant (or any
guarantor) of any general assignment or arrangement
for the benefit of creditors;

(3) The filing by Tenant (or any
guarantor) of a petition in bankruptcy or for any
other relief under Title 11 of the United States Code
("Bankruptcy Code"), or the insolvency laws of any
state, or any other applicable statute ("Insolvency
Laws");

(4) The levying of an attachment,
execution of other judicial seizure upon the Tenant's
property in or interest under this Lease, which is
not satisfied or released or the enforcement thereof
superseded by an appropriate proceeding within sixty
(60) days thereafter;

(5) The filing of an involuntary
petition in bankruptcy or for reorganization or
arrangement under the Bankruptcy Code or Insolvency
Laws against Tenant (or any guarantor) and such
involuntary petition is not withdrawn, dismissed, or
discharged within sixty (60) days from the filing
thereof,

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<PAGE> 30
(6) The appointment of a receiver or
trustee to take possession of the property of Tenant
(or any guarantor) or of Tenant's (or any
guarantor's) business or assets and the order or
decree appointing such receiver or trustee shall have
remained in force undischarged for sixty (60) days
after the entry of such order or decree;

(7) The vacating or abandonment of the
Premises; provided that, vacating the Premises shall
not be deemed an Event of Default if (i) Tenant shall
notify Landlord in writing (or Landlord's building
manager shall otherwise acquire actual knowledge) of
Tenant's intent to vacate not less than sixty (60)
days in advance, (ii) Tenant shall obtain and provide
to Landlord prior to vacating all necessary
endorsements required to ensure that Tenant's
insurance with respect to the Premises shall remain
in full force and effect notwithstanding such
vacancy, and (iii) Tenant shall take all commercially
reasonable steps to secure the Premises against
unauthorized entry during the period of such vacancy;

(8) The failure by Tenant to furnish to
Landlord any statement required herein within fifteen
(15) days (or such shorter period as may be expressly
set forth herein with respect to such delivery) after
its due date, which failure shall continue for more
than two (2) business days after Landlord delivers
written notice of such failure to deliver such
statement within the required time period;

(9) The failure by Tenant to maintain,
or provide to Landlord evidence that Tenant continues
to maintain, any insurance required herein, which
failure shall continue for more than two (2) business
days after Landlord delivers written notice of
Tenant's failure to deliver evidence of continued
insurance at least thirty (30) days prior to the
expiration of the then-current policy period;

(10) An assignment, subletting, pledge,
mortgage, or other transfer of this Lease or the
Premises by Tenant, or any transfer of any interest
in the Tenant, in violation of Section 12 of this
Lease; or

(11) The failure by Tenant to perform or
observe any other term, covenant, agreement or
condition to be performed or kept by the Tenant under
the terms, conditions, or provisions of this Lease,
which failure shall continue for more than fifteen
(15) days after written notice thereof from Landlord
(or such longer time as may be reasonably required to
cure such failure through the exercise of due
diligence, provided that (i) such failure is not a
willful repudiation of the Lease authorized by
Tenant's Board of Directors, (ii) such failure is
susceptible of cure, (iii) such failure does not
relate to the existence of a Hazardous Substance on
the Premises in violation of Section 8 hereof, (iv)
such failure does not subject Landlord to prosecution
or substantial civil or criminal fine or penalty, and
(v) Tenant promptly commences to cure such failure
within the aforesaid fifteen (15) day period and
thereafter diligently pursues the cure of such
failure to completion).

(B) If an Event of Default shall have occurred, Landlord shall
have (in addition to all other rights and remedies provided at
law or in equity or otherwise provided by this Lease) the
right, at the option of the Landlord, then or at any time
thereafter while such Event of Default shall continue, to
elect any one or more of the following:

(1) To continue this Lease in full force
and effect (so long as Landlord does not terminate
this Lease), and Landlord shall have the right to
collect Rent, Additional Rent and other charges when
due for the remainder of the Lease Term; and/or

(2) To cure such default or defaults,
upon ten (10) days' notice of Landlord's intention to
cure (but without notice in the event of an
emergency), at Tenant's expense and without prejudice
to any other remedies which Landlord might otherwise
have; and any reasonable payment made or reasonable
expenses incurred by Landlord in curing such default,

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<PAGE> 31
with interest thereon at the Default Rate (as herein
defined), shall be Additional Rent to be paid by
Tenant with the next installment of Rent falling due
thereafter; and/or

(3) To either (a) declare this Lease
terminated and the Lease Term ended, or (b) elect to
continue this Lease in full force and effect (but
with the right at any time thereafter to declare this
Lease terminated and the Lease Term ended), and in
either such event to re-enter the Premises, with or
without notice, and dispossess Tenant and anyone
claiming through or under Tenant by summary
proceedings or otherwise, and remove their effects,
and take complete possession of the Premises. In
such re-entry, Landlord may, with or without process
of law, remove all persons from the Premises, and
Tenant hereby covenants in such event, for itself and
all others occupying the Premises under Tenant, to
peacefully yield up and surrender the Premises to
Landlord. If Landlord elects to terminate this Lease
and/or elects to terminate Tenant's right of
possession, every obligation of Landlord contained in
this Lease shall cease without prejudice to Tenant's
liability for all Rent, Additional Rent, and other
sums owed by Tenant herein.

In the event Landlord declares this Lease terminated and the
Lease Term ended (pursuant to Section 22(B)(3)(a) above), the
Landlord shall be entitled to recover from Tenant the Rent,
Additional Rent, and all other sums due and owing by Tenant to
the date of termination, plus the reasonable costs of curing
all Tenant's defaults existing at or prior to the date of
termination, plus the reasonable costs of recovering
possession of the Premises, plus the reasonable costs of
reletting the Premises (including, but not limited to repairs
to the Premises, reasonable costs to prepare and refinish the
Premises for reletting, leasing commissions, rental
concessions, and reasonable legal fees and costs), plus other
actual damages suffered or incurred by Landlord due to all
Events of Default (including, without limitation, late fees or
other charges incurred by Landlord under any mortgage, but
excluding any indirect, consequential or punitive damages
arising from an Event of Default other than those expressly
enumerated in this sentence), plus the excess, if any, of the
Tenant's Rent and Additional Rent for the balance of the Lease
Term above the rent (if any) collected by Landlord during the
remainder of the scheduled Lease Term, net of Landlord's costs
to collect the same. Landlord agrees to exercise reasonable
efforts to relet the Premises in the event this Lease is
terminated, but Landlord shall have no obligation to give any
preference to leasing the Premises over leasing any other
space Landlord may have available.

Should Landlord elect to continue this Lease (pursuant to
Section 22(B)(3)(b) above), Landlord shall be entitled to
recover from Tenant the Rent, Additional Rent and all other
sums due and owing by Tenant up to the date of dispossession,
plus the reasonable costs of curing all Events of Default
existing at or prior to the date of dispossession, plus the
Rent, Additional Rent and all other sums owed by Tenant on a
continuing basis as said amounts accrue to the end of the
Lease Term, less the rental which Landlord receives during
such period, if any, with respect to the Premises, plus the
cost of recovering possession of the Premises, plus the costs
of reletting (including, but not limited to, repairs to the
Premises, costs to prepare and refinish the Premises for
reletting, leasing commissions, rental concessions, and
reasonable legal fees and costs). Any suit brought by
Landlord to enforce collection of such deficiency for any one
month shall not prejudice Landlord's right to enforce the
collection of any deficiency for any subsequent month in
subsequent separate actions, or Landlord may defer initiating
any such suit until after the expiration of the Lease Term (in
which event such deferral shall not be construed as a waiver
of Landlord's rights as set forth herein and Landlord's cause
of action shall be deemed not to have accrued until the
expiration of the Lease Term), and it being further understood
that if Landlord elects to bring suits from time to time prior
to reletting the Premises, Landlord shall be entitled to its
full damages through the date of the award of damages without
regard to any rent, additional rent or other sums that are or
may be projected to be received by Landlord upon a subsequent
reletting of the Premises. In the event that Landlord relets
the Premises together with other premises or for a term
extending beyond the scheduled expiration of the Lease Term,
it is understood that Tenant will not be entitled to apply
against Landlord's damages any rent, additional rent or other
sums generated or projected to be generated by either such
other premises or the period extending beyond the scheduled
expiration of

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the Lease Term. Landlord shall use commercially reasonable
efforts to relet and rent the Premises with or without
advertising for the remainder of the Lease Term, or for such
longer or shorter period as Landlord shall deem advisable.

In lieu of the amounts recoverable by Landlord pursuant to the
two immediately preceding paragraphs, but in addition to other
remedies and amounts otherwise recoverable by Landlord in this
Lease, Landlord may, in its sole election, (i) terminate this
Lease, (ii) collect all Rent, Additional Rent, and other sums
due and owing by Tenant up to the date of termination, and
(iii) collect, as liquidated damages, an amount equal to (a)
the present value (as of the date of termination) of the Rent
and Additional Rent which would have been paid by Tenant for
the remaining balance of the Lease Term (if this Lease were
not terminated), minus (b) the present value (as of the date
of termination) of the net revenue stream (e.g., after
deducting reasonable allowances for periods of vacancy and
anticipated legal fees, brokerage commissions, tenant
improvement allowances and other concessions required to relet
the Premises) Landlord reasonably expects to receive over the
remainder of the Lease Term (if this Lease were not
terminated) as a result of the reletting of the Premises. For
purposes of determining present value under the foregoing
clause (iii), the indicated amounts shall be discounted to
present value using an interest rate equal to five percent
(5.0%) per annum. In no event shall Landlord be liable for,
nor shall Tenant's obligations hereunder be diminished by
reason of, any failure by Landlord to relet all or any portion
of the Premises or to collect any rent due upon such
reletting, nor shall Tenant be entitled to share in, or to any
off-set against its liability under the foregoing clause
(iii), any proceeds from any reletting of the Premises.
Tenant further acknowledges and agrees that no election by
Landlord to seek liquidated damages pursuant to this paragraph
shall relieve Tenant of any liability for damages for any
failure by Tenant to surrender the Premises to Landlord in
accordance with the terms hereof.

(C) TENANT, ON ITS OWN BEHALF AND ON BEHALF OF ALL PERSONS
CLAIMING THROUGH OR UNDER TENANT, INCLUDING ALL CREDITORS,
DOES HEREBY SPECIFICALLY WAIVE AND SURRENDER ANY AND ALL
RIGHTS AND PRIVILEGES, SO FAR AS IS PERMITTED BY LAW, WHICH
TENANT AND ALL SUCH PERSONS MIGHT OTHERWISE HAVE UNDER ANY
PRESENT OR FUTURE LAW (1) TO THE SERVICE OF ANY NOTICE TO QUIT
OR OF LANDLORD'S INTENTION TO RE-ENTER OR TO INSTITUTE LEGAL
PROCEEDINGS, WHICH NOTICE MAY OTHERWISE BE REQUIRED TO BE
GIVEN, (2) TO REDEEM THE PREMISES, (3) TO RE-ENTER OR
REPOSSESS THE PREMISES, (4) TO RESTORE THE OPERATION OF THIS
LEASE, WITH RESPECT TO ANY DISPOSSESSION OF TENANT BY JUDGMENT
OR WARRANT OF ANY COURT OR JUDGE, OR ANY RE-ENTRY BY LANDLORD,
OR ANY EXPIRATION OR TERMINATION OF THIS LEASE, WHETHER SUCH
DISPOSSESSION, RE-ENTRY, EXPIRATION OR TERMINATION SHALL BE BY
OPERATION OF LAW OR PURSUANT TO THE PROVISIONS OF THIS LEASE,
OR (5) WHICH EXEMPTS PROPERTY FROM LIABILITY FOR DEBT OR FOR
DISTRESS FOR RENT. TENANT HEREBY CONSENTS TO THE EXERCISE OF
PERSONAL JURISDICTION OVER IT BY ANY FEDERAL OR LOCAL COURT IN
THE JURISDICTION IN WHICH THE PREMISES IS LOCATED.

23. RE-ENTRY BY LANDLORD

No re-entry by Landlord or any action brought by Landlord to remove
Tenant from the Premises shall operate to terminate this Lease unless
Landlord shall have given written notice of termination to Tenant, in
which event Tenant's liability shall be as above provided. No right
or remedy granted to Landlord herein is intended to be exclusive of
any other right or remedy, and each and every right and remedy herein
provided shall be cumulative and in addition to any other right or
remedy hereunder or now or hereafter existing in law or equity or by
statute. In the event of termination of this Lease, Tenant waives any
and all rights to redeem the Premises given by any statute now or
hereafter enacted.

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24. ADDITIONAL RIGHTS TO LANDLORD.

(A) In addition to any and all other remedies, Landlord may
restrain any threatened breach of any covenant, condition or
agreement herein contained, but the mention herein of any
particular remedy or right shall not preclude the Landlord
from any other remedy or right it may have either at law or
equity, or by virtue of some other provision of this Lease;
nor shall the consent to one act, which would otherwise be a
violation hereof, nor the waiver of redress for one violation
of a covenant, promise, agreement, undertaking or condition,
constitute Landlord's consent to, or waiver of redress for,
any subsequent act in violation hereof.

(B) Receipt by Landlord of Rent or other payments from the Tenant
shall not be deemed to operate as a waiver of any rights of
the Landlord to enforce payment of any Rent, Additional Rent,
or other payments previously due or which may thereafter
become due, or of any rights of the Landlord to terminate this
Lease or to exercise any remedy or right which otherwise might
be available to the Landlord. The right of Landlord to
declare a forfeiture for each and every breach of this Lease
is a continuing one for the life of this Lease; provided that
Landlord shall have no right to declare a forfeiture of this
Lease with regard to any one instance of an Event of Default
after such Event of Default is cured.

25. SUCCESSORS, ASSIGNS AND LIABILITY.

The terms, covenants, conditions and agreements herein contained and
as the same may from time to time hereafter be supplemented, modified
or amended, shall apply to, bind, and inure to the benefit of the
parties hereto and their legal representatives, successors and
assigns, respectively, subject to Section 12 hereof. In the event
either party now or hereafter shall consist of more than one person,
firm or corporation, then and in such event all such persons, firms
and/or corporations shall be jointly and severally liable as parties
hereunder.

26. NOTICES.

All notices and demands required to be given to either party hereunder
shall be in writing and shall be sent by certified United States mail,
postage prepaid, return receipt requested, or by personal delivery, or
by a nationally recognized overnight delivery service, delivery
prepaid, addressed to the party to whom directed at the address set
forth below or at such other address as may be from time to time
designated in writing by the party changing such address. All such
notices and demands shall be deemed to have been received on the date
of delivery or the date of refusal of delivery (or inability to
deliver to the last known address) as evidenced in writing.

<TABLE>
<CAPTION>
Landlord Tenant
-------- ------
<S> <C>
Principal Mutual Life Insurance Company American Management Systems, Inc.
711 High Street 4050 Legato Road
Des Moines, IA 50392-1370, Fairfax, VA 22030
Attn: CRE Equities/Mid-Atlantic Team Attn: Mr. Thomas W. Huba

With a copy to: With a copy of any default notices
(which shall not be required for
Trammell Crow Real Estate Services, Inc. an effective notice) to:
1115 30th Street, N.W.
Washington, D.C. 20007 Shaw, Pittman, Potts & Trowbridge
Attn: Property Manager/One Fair Oaks 2300 N Street, N.W.
Washington, D.C. 20037
Attn: Craig A. de Ridder, Esq.
</TABLE>

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27. MORTGAGEE'S APPROVAL.

Tenant hereby agrees that, if Landlord's mortgagee shall require
modifications of the terms and provisions of this Lease, Tenant shall
not unreasonably withhold, condition or delay its execution and
delivery of the agreements required to effect such Lease modification
(it being understood that any such reasonable modification(s) shall be
executed and delivered within thirty (30) days after Landlord's
request therefor). In no event, however, shall Tenant be required to
agree to modify any provision of this Lease relating to the amount of
Rent, Additional Rent or other charges reserved herein, the size
and/or general location of the Premises, or the Lease Term, nor shall
any such modification diminish Landlord's obligations or Tenant's
rights hereunder.

28. ESTOPPEL CERTIFICATES.

Within twenty (20) days after delivery of a written request from the
other party hereto (the "Requesting Party"), the party receiving such
request (the "Receiving Party") agrees to execute, acknowledge and
deliver to the Requesting Party (or, if Landlord is the Requesting
Party, any proposed mortgagee or purchaser) a statement in writing, in
form reasonably satisfactory to the Requesting Party, certifying
whether this Lease is in full force and effect and, if it is in full
force and effect, what modifications (if any) have been made to this
Lease to the date of the certification, whether or not any defaults or
offsets exist with respect to this Lease and, if there are, what they
are claimed to be, and setting forth the date(s) to which Rent or
other charges have been paid in advance, if any. The failure of
Tenant to execute, acknowledge, and deliver to Landlord a statement as
above shall constitute an acknowledgment by Tenant that this Lease is
unmodified and in full force and effect and that the Rent and other
charges have been duly and fully paid to and including the respective
due dates immediately preceding the date of Landlord's notice to
Tenant and shall constitute as to any person, a waiver of any defaults
which may exist prior to such notice.

29. DEFAULT RATE OF INTEREST.

All amounts owed by Tenant to Landlord pursuant to any provision of
this Lease shall bear interest from the date due until paid at three
percent (3%) per annum above the Prime Rate reported immediately prior
to the due date for such amount(s), unless a lesser rate shall then be
the maximum rate permissible by law, in which event said lesser rate
shall be charged ("Default Rate").

30. EXCULPATORY PROVISIONS.

(A) It is expressly understood and agreed by and between the
parties hereto, anything herein to the contrary
notwithstanding, that each and all of the representations,
warranties, covenants, undertakings, indemnities and
agreements herein made on the part of Landlord, while in form
purporting to be the representations, warranties, covenants,
undertakings, indemnities and agreements of Landlord, are
nevertheless each and every one of them made and intended, not
as personal representations, warranties, covenants,
undertakings, indemnities and agreements by Landlord or for
the purpose or with the intention of binding Landlord
personally, but are made and intended for the purpose only of
subjecting Landlord's interest in the Property to the terms of
this Lease and for no other purpose whatsoever, and in case of
default hereunder by Landlord, Tenant shall look solely to the
interests of Landlord in the Property; provided that, subject
to the rights of Landlord's mortgagee(s) (if any), (i) in the
event of a sale of the Building, Tenant's recourse against the
assets of the selling Landlord to satisfy any claim by Tenant
which has been identified in writing to the selling Landlord
with particularity by Tenant prior to such sale shall be
deemed to extend to the Landlord's net proceeds from the sale
of the Building, and (ii) in the event of a condemnation or
casualty, Tenant's recourse against the assets of the Landlord
to satisfy any claim by Tenant which has been identified in
writing to Landlord with particularity by Tenant prior to such
casualty or condemnation shall be deemed to extend to
Landlord's net proceeds of the insurance settlement or
condemnation award, as applicable, to the extent that such net
proceeds exceed the cost of repairs and restoration incurred
by or on behalf of Landlord with respect to such casualty or
condemnation. Landlord shall not have any personal

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<PAGE> 35
liability to pay any indebtedness accruing hereunder or to
perform any covenant, either express or implied, herein
contained. All such personal liability of Landlord, if any,
is expressly waived and released by Tenant and by all persons
claiming by, through or under Tenant. Nothing herein
contained shall be deemed to constitute a waiver of any right
Tenant may have to seek injunctive relief (other than for the
payment of money) with regard to any default by Landlord
hereunder which is not cured within fifteen (15) days (or such
longer period as is reasonably required to cure such default
through the exercise of due diligence) after written notice
from Tenant specifying such default with particularity.

(B) Except with regard to repairs (which shall be governed by the
provisions of the following Section 30(C)), Tenant may,
following a default by Landlord which is not cured within
fifteen (15) days after delivery of written notice from Tenant
specifying the nature of such default in detail (or such
longer time as may be reasonably required to cure such failure
through the exercise of due diligence, provided that (i) such
failure is not a willful repudiation of the Lease authorized
by Landlord's Board of Directors, (ii) such failure is
susceptible of cure, (iii) such failure does not relate to the
existence of a Hazardous Substance on the Premises in
violation of Section 8 hereof, (iv) such failure does not
subject Tenant to prosecution or substantial civil or criminal
fine or penalty, and (v) Landlord promptly commences to cure
such failure within the aforesaid fifteen (15) day period and
thereafter diligently pursues the cure of such failure to
completion), make any payment or perform any act required of
Landlord, whereupon all reasonable costs and expenses
reasonably incurred by Tenant, plus interest at the Default
Rate from the date incurred until payment in full by Landlord,
shall be promptly reimbursed by Landlord (or, in the event
Tenant shall obtain a final, unappealable judgment therefor
which shall not be satisfied for more than thirty (30) days
after such judgment shall become final and unappealable,
offset by Tenant against future Rent due hereunder).

(C) In the event that at any time during the Term the Tenant
determines that repairs which are the responsibility of
Landlord as provided herein are required, Tenant shall
promptly so notify Landlord and Landlord's managing agent for
the Property. In the event that Tenant reasonably determines
that the existing situation constitutes an emergency which
either threatens imminent injury to persons or material damage
to property or materially impairs Tenant's then-current use of
the Premises or a material portion thereof, Tenant may give
such notice by any means including, without limitation, by
telephone. If initial notice is given by telephone
(hereinafter "Initial Notice"), such notice must be followed
immediately with written notice to Landlord and Landlord's
managing agent for the Property (hereinafter "Written
Notice"). If Tenant so notifies Landlord and Landlord's
managing agent of an emergency situation, Landlord or
Landlord's managing agent shall use reasonable efforts to
respond within three (3) hours of receipt of the Initial
Notice. Tenant shall have the right to immediately eliminate
the threat of imminent personal injury or property damage, but
Tenant shall not make any repairs except for those necessary
to eliminate the threat of imminent personal injury or
property damage. If the situation of which Tenant notifies
Landlord and Landlord's managing agent is not an emergency, or
if the threat of imminent personal injury or property damage
is eliminated as aforesaid, Landlord shall thereafter use
reasonable means to commence such repairs within ten (10)
business days of receipt of Tenant's Written Notice. If
Landlord fails to commence the repair within ten (10) business
days after receipt of Written Notice from Tenant, Tenant shall
have the right, but not the obligation, to commence such
repairs. In doing so, Tenant may hire repairman, purchase
materials, and generally perform any other act which would be
reasonably required of Landlord in making such repair. If the
repairs are deemed to be necessary, as well as the
responsibility of the Landlord, all reasonable costs incurred
by Tenant in effectuating such repairs shall be promptly
reimbursed by Landlord after Tenant has submitted to Landlord
reasonable documentation evidencing the costs of repair,
together with interest at the Default Rate from the date
incurred until payment in full by Landlord (failing which, in
the event Tenant shall obtain a final, unappealable judgment
therefor which shall remain unpaid for thirty (30) days after
such judgment shall become final and unappealable, such sums
may be offset by Tenant against future Rent due hereunder).

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<PAGE> 36
(D) Tenant hereby acknowledges and agrees that nothing contained
in the foregoing Sections 30(B) and 30(C) shall grant Tenant
any right to, and Tenant shall not, perform (or cause to be
performed) any addition, alteration, improvement, maintenance,
modification, repair or other act which will or is likely to
adversely affect any other occupant of the Property.

(E) Notwithstanding anything herein contained to the contrary, in
no event shall either party hereto be obligated to the other
to pay or reimburse such party for any indirect, consequential
or punitive damages; provided that, this Section 30(E) shall
not be deemed to relieve Tenant of any liability with regard
to indirect or consequential damages expressly enumerated in
Section 21(A) or Section 22(B) hereof.

31. MORTGAGE PROTECTION.

Tenant agrees to give any holder of any first mortgage or first trust
deed in the nature of a mortgage (both hereinafter referred to as a
"First Mortgage") against the Property, or any interest therein, by
registered or certified mail, a copy of any notice or claim of default
served upon Landlord by Tenant, provided that prior to such notice,
Tenant has been notified in writing of the address of such First
Mortgage holder. Tenant further agrees that if Landlord shall have
failed to cure any such default within twenty (20) days after such
notice to Landlord (or if such default cannot be cured or corrected
within that time, then such additional time as may be necessary if
Landlord has commenced within such twenty (20) days and is diligently
pursuing the remedies or steps necessary to cure or correct such
default), then the holder of the First Mortgage shall have an
additional twenty (20) days within which to cure or correct such
default (or if such default cannot be cured or corrected within that
time, then such additional time as may be necessary if such holder of
the First Mortgage has commenced with such twenty (20) days and is
diligently pursuing the remedies or steps necessary to cure or correct
such default, including the time necessary to obtain possession if
possession is necessary to cure or correct such default).

32. RECIPROCAL COVENANT ON NOTIFICATION OF ADA VIOLATIONS.

Within ten (10) days after receipt, Landlord and Tenant shall advise
the other party in writing, and provide the other with copies of (as
applicable), any notices alleging violation of the ADA relating to any
portion of the Property or the Premises; any claims made or threatened
in writing regarding noncompliance with the ADA and relating to any
portion of the Property or the Premises; or any governmental or
regulatory actions or investigations instituted or threatened
regarding noncompliance with the ADA and relating to any portion of
the Property or the Premises. Nothing in this Section 32 shall be
deemed to alter the allocation of responsibility for ADA compliance
set forth elsewhere in this Lease.

33. LAWS THAT GOVERN.

The terms and conditions of this Lease shall be governed by the laws
of the Commonwealth of Virginia, without regard to the conflict of
laws principles thereof.

34. FINANCIAL STATEMENTS.

Within ten (10) business days of Landlord's request, Tenant shall
deliver to Landlord the current financial statements of Tenant, and
financial statements for the two (2) years prior to the current year.
The financial statements shall include a balance sheet, profit and
loss statement, and statement of cash flows for each year, accompanied
by an opinion from a certified public accountant certifying that the
financial statements are prepared in accordance with generally
accepted accounting principles consistently applied. Tenant hereby
agrees to pay to Landlord as liquidated damages an amount equal to Two
Hundred Fifty Dollars ($250.00) per day for each day on which Tenant
fails to deliver such financial statements to Landlord, after not less
than forty-eight (48) hours notice from Landlord that Tenant has
failed to deliver to Landlord such financial statements within ten
(10) business days after Landlord's written request therefor.
Notwithstanding the foregoing, the provisions of this Section 34 shall
not be

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<PAGE> 37
deemed to apply to Tenant, so long as the stock of Tenant is publicly
traded on a nationally-recognized stock exchange and Tenant makes
public disclosures regarding its ownership and financial condition.

35. PARKING.

Tenant shall have the right to utilize Tenant's Proportionate Share of
all parking, parking structures and facilities on the Property at no
charge to Tenant during the Lease Term, subject to such reasonable
terms and conditions as may be established in writing by Landlord from
time to time. Tenant agrees to cooperate with Landlord and other
tenants in use of the parking facilities during such periods as Tenant
shall lease less than all of the entire Building. Landlord reserves
the right during such periods as Tenant shall lease less than the
entire Building, in its reasonable discretion, to allocate and assign
parking spaces among Tenant and other tenants, so long as Tenant shall
be entitled to utilize not less than Tenant's Proportionate Share
thereof. Landlord further reserves the right to reconfigure the
parking area and modify the existing ingress and egress from the
parking area as Landlord shall reasonably deem appropriate.

36. SIGNAGE.

Tenant shall have the exclusive right, at Tenant's sole cost and
expense (including, but not limited to, all costs of design,
construction and installation), to install one or more signs (which
may, at Tenant's election, be illuminated) on the Building, subject to
(i) the issuance of all necessary consents, licenses and approvals
from Fairfax County, and (ii) Landlord's prior written consent (which
consent shall not be unreasonably withheld, conditioned or delayed);
provided that, nothing herein contained shall be deemed to prohibit
Landlord from granting another occupant of the Building the right to
have monument signage or Building directory listings. All signs
erected by Tenant pursuant to the provisions hereof shall be erected
at Tenant's own risk and expense (including final electrical
connections and time clock), shall be in accordance with applicable
law, and shall only contain the Tenant's name and/or corporate logo.
Tenant shall maintain said signs in a good state of repair and save
the Landlord harmless from any loss, cost or damage as a result of the
construction, installation, maintenance, existence or removal of the
same, and Tenant shall repair any damage which may have been caused by
the construction, installation, operation, existence, maintenance or
removal of such signs. Upon vacating the Premises, Tenant shall
remove all such signs and repair all damage caused by the
installation, operation and/or removal thereof, at the Tenant's sole
expense. No third party shall have any signage rights whatsoever to
the Property at any time Tenant is leasing the entire Building.

37. RECORDATION.

Tenant shall not record this Lease among or in any public records.

38. FORCE MAJEURE.

This Lease and the obligations of the parties hereunder shall not be
affected or impaired because the Landlord or Tenant (as applicable) is
unable to fulfill any of its obligations hereunder or is delayed in
doing so, to the extent such inability or delay is caused by reason of
war, civil unrest, strike, labor troubles, unusually inclement
weather, governmental delays, inability to procure services or
materials despite reasonable efforts, third party delays, acts of God,
or any other cause(s) beyond the reasonable control of the Landlord or
Tenant (as applicable) (which causes are referred to collectively
herein as "Force Majeure"). The time specified for the performance of
an obligation of Landlord or Tenant (as applicable) in this Lease
shall be extended one day for each day of delay suffered by Landlord
or Tenant (as applicable) in the performance of such obligation as a
result of any Force Majeure cause. Notwithstanding the foregoing,
this Section 38 shall have no application to, nor shall the time for
the performance of Landlord's or Tenant's obligations hereunder be
extended with respect to, any obligation for the payment of money or
the surrender of the Premises upon the expiration of the Lease Term.

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<PAGE> 38
39. INTENTIONALLY OMITTED.

40. BROKERS.

Landlord and Tenant each represents and warrants to the other that
neither it nor its officers or agents nor anyone acting on its behalf
has dealt with any real estate broker other than TRAMMELL CROW COMPANY
and CUSHMAN & WAKEFIELD in the negotiating or making of this Lease,
and Landlord and Tenant each agrees to indemnify and hold the other
(and its agents, employees, partners, directors, shareholders and
independent contractors) harmless from all liabilities, costs,
demands, judgments, settlements, claims and losses, including
reasonable attorneys fees and costs, incurred in conjunction with any
such claim or claims of any other broker or brokers with whom the
indemnifying party has dealt. Landlord shall be solely responsible
for all payments and commissions due to the above-named real estate
brokers pursuant to a separate agreement or agreements.

41. EFFECTIVENESS.

This Lease shall not be effective and binding unless and until (i)
this Lease is fully-executed and delivered by each of the parties
hereto, (ii) Landlord and Collins International Service Company
("Collins") and, as guarantor, Rockwell International Corporation,
shall execute and deliver a First Lease Amendment to the Collins Lease
in form acceptable to Landlord (the "Collins Amendment"), (iii) the
First Amendment is formally approved by the Investment Committee of
Landlord, and (iv) Collins has approved and has executed the lease on
new premises to which it is moving. In the event any of the aforesaid
conditions has not been met on or before December 11, 1996, either
party may, without liability or obligation to the other, terminate
this Lease upon written notice to the other, in which event this Lease
shall be null and void as if this Lease were never executed. Landlord
and Tenant each expressly acknowledges and agrees that neither party
shall have any liability to the other for the failure of any of the
conditions set forth in the preceding sentence for any reason
whatsoever.

42. LEASE/DEED OF LEASE.

To the extent required under applicable law to make this Lease legally
effective, this Lease shall constitute a deed of lease executed under
seal.

43. MISCELLANEOUS.

(A) In the event that Tenant desires to store or maintain the type
or character of goods or materials in the Premises which cause
an increase in insurance premiums, Tenant shall first obtain
the written consent of Landlord and Tenant shall reimburse
Landlord for any increase in premiums caused thereby.

(B) Unless the context clearly denotes the contrary, the words
"Rent" and "Additional Rent" as used in this Lease not only
includes cash rental for the Premises, but also all other
payments and obligations to pay assumed by the Tenant, whether
such obligations to pay run to the Landlord or to other
parties.

(C) In any litigation between the parties arising out of this
Lease, or in connection with any consultations with counsel
and other actions taken or notices delivered in relation to a
default by any party to this Lease, the non-prevailing party
shall pay to the prevailing party all reasonable expenses and
costs including reasonable attorneys' fees incurred by the
prevailing party in connection with the default and/or
litigation, as the case may be (including, but not limited to,
fees and costs in preparation for and at trial, and on appeal,
if applicable) ("Legal Costs"). The Legal Costs shall be
payable on demand, and, if the prevailing party is Landlord,
the Legal Costs shall be deemed Additional Rent, subject to
all of Landlord's rights and remedies provided herein.

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<PAGE> 39
(D) IT IS MUTUALLY AGREED BY AND BETWEEN LANDLORD AND TENANT THAT
THE RESPECTIVE PARTIES HERETO SHALL, AND THEY HEREBY DO, WAIVE
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON
ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT,
TENANT'S USE OF OR OCCUPANCY OF THE PREMISES OR ANY CLAIM OF
INJURY OR DAMAGE AND ANY EMERGENCY STATUTORY OR ANY OTHER
STATUTORY REMEDY. IF LANDLORD COMMENCES ANY SUMMARY
PROCEEDING FOR NONPAYMENT OF RENT OR ADDITIONAL RENT, TENANT
WILL NOT INTERPOSE ANY NON-COMPULSORY COUNTERCLAIM OF WHATEVER
NATURE OR DESCRIPTION IN ANY SUCH PROCEEDING.

(E) If any term or provision of this Lease is declared invalid or
unenforceable, the remainder of this Lease shall not be
affected by such determination and shall continue to be valid
and enforceable.

(F) The parties executing this Lease warrant that this agreement
is being executed with full corporate authority and that the
officers whose signatures appear hereon are duly authorized
and empowered to make and execute this Lease in the name of
the corporation by appropriate and legal resolution of its
Board of Directors.

(G) This Lease contains the entire agreement between the parties
hereto. No representations, inducements, promises or
agreements, oral or otherwise, between the parties not
embodied herein shall be of any force or effect, and all
reliance by Tenant with respect to any representations,
inducements, promises or agreements is based solely on those
contained in this Lease. Any modification to this Lease must
be in writing and duly executed by the parties hereto.

44. ROOF-TOP RIGHTS.

In addition to Tenant's other rights hereunder, but subject to
Landlord's requirements for operation of the Building, Tenant shall
have the exclusive right (or, if Tenant is not leasing the entire
Building, the non-exclusive right) at no charge to access and utilize
the roof of the Building for purposes of installing, operating,
maintaining and repairing radio, microwave and satellite transmission
and reception equipment and HVAC equipment. Such rights shall be
subject to the terms and conditions of this Lease and to all of the
terms and conditions set forth on the attached Exhibit E. No third
party shall have any roof-top rights whatsoever at any time when
Tenant leases the entire Building.

45. EARLY TERMINATION FEE.

Notwithstanding anything herein contained, but in consideration of the
terms and conditions hereby granted in favor of Tenant, in the event
this Lease shall expire or be terminated for any reason whatsoever
(whether due to fire, casualty, condemnation, default by Landlord or
Tenant or any other reason or cause, and regardless of whether due to
the fault of Landlord or Tenant or arising without fault on the part
of either) prior to the day preceding the thirteenth (13th)
anniversary of the Commencement Date, Tenant agrees to pay to Landlord
the sum (the "Termination Payment") equal to the Termination Payment
set forth on the attached Exhibit I which corresponds to the month of
the Initial Term in which such expiration or termination shall occur.
By way of example of the foregoing, but not in limitation thereof, in
the event the Lease were terminated for any reason in the seventieth
(70th) month of the Initial Term, Tenant would pay to Landlord a
Termination Payment in the sum of $704,844.22. The Termination
Payment shall be paid by Tenant to Landlord not less than sixty (60)
days following the expiration or sooner termination of this Lease.

[signatures appear on following page]

36
<PAGE> 40
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease under
seal on this _____ day of December, 1996.

LANDLORD:

PRINCIPAL MUTUAL LIFE INSURANCE COMPANY,
an Iowa corporation

By: (Seal)
--------------------------------
Title:
----------------------------

Attest:

By: (Seal)
--------------------------------
Title:
----------------------------

TENANT:

AMERICAN MANAGEMENT SYSTEMS, INC., a
Delaware corporation

By: (Seal)
--------------------------------
Title:
----------------------------

Attest:

By: (Seal)
--------------------------------
Title:
----------------------------

37
<PAGE> 41
EXHIBIT A

LEGAL DESCRIPTION OF THE LAND

[TO BE ATTACHED PRIOR TO EXECUTION]

<PAGE> 42
EXHIBIT A-1

PREMISES (FIRST FLOOR RENTABLE AREA)

<PAGE> 43
EXHIBIT A-2

PREMISES (SECOND FLOOR RENTABLE AREA)

<PAGE> 44
EXHIBIT A-3

PREMISES (THIRD FLOOR RENTABLE AREA)

<PAGE> 45
EXHIBIT A-4

PREMISES (FOURTH FLOOR RENTABLE AREA)

<PAGE> 46
EXHIBIT A-5

PREMISES (FIFTH FLOOR RENTABLE AREA)

<PAGE> 47
EXHIBIT A-6

PREMISES (SIXTH FLOOR RENTABLE AREA)

<PAGE> 48
EXHIBIT A-7

PREMISES (SEVENTH FLOOR RENTABLE AREA)

<PAGE> 49
EXHIBIT A-8

PREMISES (EIGHTH FLOOR RENTABLE AREA)

<PAGE> 50
EXHIBIT A-9

PREMISES (NINTH FLOOR RENTABLE AREA)

<PAGE> 51
EXHIBIT A-10

PREMISES (TENTH FLOOR RENTABLE AREA)

<PAGE> 52
EXHIBIT A-11

PREMISES (ELEVENTH FLOOR RENTABLE AREA)

<PAGE> 53
EXHIBIT A-12

PREMISES (TWELFTH FLOOR RENTABLE AREA)

<PAGE> 54
EXHIBIT A-13

PREMISES (LOWER LEVEL RENTABLE AREA)

<PAGE> 55
EXHIBIT A - 14

PREMISES RENTABLE AREAS

<TABLE>
<CAPTION>
FLOOR RENTABLE SQUARE FEET
----- --------------------
<S> <C>
First Floor 11,495

Second Floor 14,624

Third Floor 16,648

Fourth Floor 17,586

Fifth Floor 17,586

Sixth Floor 17,586

Seventh Floor 17,586

Eighth Floor 17,586

Ninth Floor 17,586

Tenth Floor 17,586

Eleventh Floor 17,633

Twelfth Floor 16,878

Lower Level 13,834
</TABLE>

<PAGE> 56
EXHIBIT B

WORK AGREEMENT

A. Subject to the terms hereof, Landlord shall be responsible, at
its cost and expense, for ensuring that the Landlord's Work
referenced on the attached Exhibit B-1 is substantially
completed in the Building prior to the Landlord's General Work
Deadline (as herein defined); provided that, Landlord shall be
responsible, at its cost and expense, for ensuring that the
Landlords' Critical HVAC Work and (provided that Tenant shall
advise Landlord, not later than December 13, 1996, of the
number of ADA strobes to be installed by Tenant on each floor
of the Premises) Landlord's Critical Fire/Life Safety Work are
substantially completed in the Building on or before the
Critical Path Deadline (as herein defined). Subject only to
the foregoing, Tenant shall be solely responsible for
compliance of the Premises with all applicable requirements
under the Americans with Disabilities Act and the regulations
and Accessibility Guidelines for Buildings and Facilities
promulgated pursuant thereto (collectively, the "ADA"),
including, but not limited to, ADA compliance with regard to
the Building Fit-Out (as defined below) and any subsequent
changes to the Premises made by or on behalf of Tenant.

B. Tenant shall cause the work (the "Building Fit-Out") defined
and described in the Approved Plans (as hereinafter defined)
to be performed by a general contractor (the "General
Contractor") reasonably approved by Landlord (and it shall not
be unreasonable for Landlord to deny its approval to any
general contractor which: (i) lacks demonstrable experience
in commercial construction, (ii) is not bonded or not
bondable; (iii) is not fully licensed under all applicable
laws; (iv) is not enjoying good labor relations as of the date
Landlord's approval is sought; or (v) lacks the ability to
perform, consistently, quality workmanship (as reasonably
evidenced by Landlord)). Landlord hereby approves Davis
Construction to act as the General Contractor.

C. Promptly after execution of this Lease, Tenant will cause to
be prepared and shall submit to Landlord for Landlord's
approval (which shall not be unreasonably withheld,
conditioned or delayed) construction drawings for the proposed
Building Fit-Out. Such construction drawings shall be
prepared by an architect ("Tenant's Architect") licensed in
the Commonwealth of Virginia, selected by Tenant and approved
by Landlord (which approval shall not be unreasonably
withheld). Landlord hereby approves Greenwell-Goetz
Architects to act as Tenant's Architect. Tenant shall, after
receipt of Landlord's approval, submit such construction
drawings for permitting with Fairfax County, Virginia. Within
ten (10) business days after Tenant's submission of
construction drawings to Landlord, Landlord will indicate to
Tenant in writing whether it approves such drawings, or if
not, specifying what aspects of such drawings are not
approved. If Landlord fails to notify Tenant of any
objections within the required time period, Landlord will be
deemed to have approved Tenant's submission. Grounds for
disapproval by Landlord shall include, but not be limited to,
the failure of such drawings to adhere to applicable laws,
codes or ADA requirements, or to integrate appropriately with
base Building structural, electrical, mechanical, plumbing,
and/or heating, ventilation and air conditioning ("HVAC")
systems (hereinafter "Systems"), and the inclusion of work
which may invalidate any existing warranty. If Landlord
disapproves any part of the drawings submitted by Tenant,
Landlord and Tenant will meet promptly to discuss the
objectionable items and will use commercially reasonable
efforts to resolve all objections promptly. Once approved by
Landlord, the final construction drawings, as revised to
reflect the resolution of all objections, shall constitute the
"Approved Plans" for all purposes of this Lease. Neither
Landlord's review of the proposed construction drawings or the
Approved Plans, nor any review or oversight of the Building
Fit-Out by Landlord's construction manager, shall constitute a
warranty by Landlord regarding the fitness of the Premises or
the Approved Plans for the Permitted Use of the Premises by
Tenant, the proper integration of the Building Fit-Out with
the Systems, nor of the compliance of the Approved Plans with
applicable codes or governmental or quasi-governmental
requirements, nor shall Landlord have any liability with
regard to such approval, review or oversight but, subject to
the foregoing, Landlord agrees to use reasonable efforts to
notify Tenant of any failure to comply with applicable laws of
which Landlord acquires actual knowledge.

<PAGE> 57
D. Tenant shall promptly cause the General Contractor to commence
and diligently prosecute to completion the Building Fit-Out
upon receiving the necessary permits from Fairfax County,
Virginia. Subject to the terms hereof, Tenant will pay the
full cost associated with the preparation of the Approved
Plans and the construction of the Building Fit-Out. The
Building Fit-Out shall be completed by Tenant substantially in
accordance with the Approved Plans (and any Approved Change
Orders, as defined below). Tenant shall be solely responsible
for all matters necessary to commence, perform and complete
the Building Fit-Out, including, but not limited to, filing
plans and other required documentation with the proper
governmental authorities, securing all necessary permits for
the performance of any and all work required to be performed
under the Approved Plans (all of which will be deemed part of
the Building Fit-Out), and filing for and obtaining all
approvals and permits necessary for Tenant to occupy the
Premises (including, but not limited to, all final inspections
for issuance of Tenant's final non-residential use permit, or
its equivalent).

E. Tenant shall have the right, at its sole expense, to make
changes to the Approved Plans provided the same are approved
by Landlord, which approval shall not be unreasonably
withheld, conditioned or delayed. No such Landlord approval
shall be required for any change having a cost of less than
Ten Thousand Dollars($10,000.00), provided such change neither
requires a permit, permit modification or other governmental
or quasi-governmental approval, consent or license, nor
affects the structure or systems of or serving the Building.
Tenant assumes full responsibility for all additional costs
and delays in completion of the Building Fit-Out due to any
such change orders. Any change order approved by Landlord and
Tenant pursuant to the foregoing provision is referred to
herein as an "Approved Change Order".

F. Tenant agrees that the Building Fit-Out will be performed in a
good and workmanlike manner. The General Contractor and any
contractors of Landlord shall keep all construction areas
reasonably clean and free of trash and debris, and shall
police the activities of its contractors, subcontractors and
their respective employees with regard to keeping the Building
and Property clean.

G. The General Contractor(s) and any contractors of Landlord
shall be adequately insured, and shall carry worker's
compensation, liability and other insurance (including, but
not limited to, Builder's Risk Insurance) naming Landlord or
Tenant (as applicable) as an additional insured and loss payee
(as to Builder's Risk coverage) in amounts and in form and
substance reasonably satisfactory to Landlord. Tenant shall
provide Landlord and Landlord shall provide Tenant with
evidence that the requisite insurance has been obtained prior
to the commencement of any work by any contractor acting on
behalf of such party. Tenant's construction contract shall
indemnify Tenant and Landlord from damages, losses and
expenses associated with the acts and omissions of the General
Contractor, its agents, employees, contractors and
subcontractors.

H. Landlord and Tenant shall each provide to the other copies of
all applications for permits, copies of all governmental
inspection reports and/or certificates, and any and all
notices or violations communicated to them or their respective
contractors by applicable governmental authorities, promptly
upon receipt and/or submission thereof, as the case may be.
Each party agrees to comply (and to cause its contractor(s) to
comply) with all applicable federal, state and local laws,
regulations and ordinances in the performance of the Landlord
Work or the Building Fit-Out (as applicable), and to promptly
cause to be rectified any violations of such laws caused by
the acts or omission of the applicable party or its
contractor(s), or their respective employees, agents,
contractors and/or subcontractors, and each shall be
responsible for any non-compliance by them or their respective
contractor(s), or their respective employees, agents,
contractors and/or subcontractors.

I. The performance of Tenant's Work and Landlord's Work shall be
lien free. Except as specifically set forth herein, Tenant
shall be responsible for the payment of, and shall pay when
due, all hard and soft costs (collectively referred to herein
as the "Costs") associated with the design, permitting and
construction of the Building Fit-Out (such as, but not limited
to, design

<PAGE> 58
and engineering costs, permitting costs, inspection fees,
demolition costs, and costs incurred to procure labor and
materials, and any other costs associated with modifications
needed to be made to the "as-is" condition of the existing
improvements within the Building to the extent the same are
not specifically required to be performed at Landlord's
expense as part of the Landlord's Work). Tenant shall pay all
Costs on a timely basis so as to avoid the assertion of any
statutory and/or common law lien against the Premises, the
Land or the Building, in whole or part. Landlord shall not
be entitled to any fee or mark-up with respect to the Building
Fit-Out performed by Tenant and its contractors (but this
sentence shall not be deemed to prohibit Landlord from
recovering any sums to which Landlord is entitled pursuant to
Section 6(E) hereof).

J. In consideration of Tenant's fulfillment of all of its
obligations under this Exhibit B, Landlord agrees to provide
Tenant with the following allowances (collectively, the
"Allowances"):

1. An allowance (the "Construction Allowance") equal to
Six Million Four Hundred Twenty-Six Thousand Four Hundred
Twenty Dollars ($6,426,420.00) ($30.00 per square foot of
rentable area in the Premises). Tenant agrees that the
Construction Allowance shall be applied solely to pay Costs of
design and construction of the Building Fit-Out pursuant to
the Approved Plans (including, but not limited to, all hard
and soft costs associated with the Build-Out, including space
planning, interior design, construction drawings for both the
permit and bid set, permits, and mechanical, electrical and
plumbing drawings); provided that, upon completion of the
Building Fit-Out and payment of all costs, expenses and fees
associated therewith, Landlord agrees to allow Tenant to
utilize the unpaid portion of the Construction Allowance, up
to a maximum of One Million Seventy-One Thousand Seventy
Dollars ($1,071,070.00), for data wiring, cabling expenses,
relocation costs and other move-related expenses, subject to
the terms hereof; and

2. An allowance (the "Capital Improvement Allowance")
equal to Two Hundred Thousand Dollars ($200,000.00). Tenant
agrees that the Capital Improvement Allowance shall be applied
solely to pay Costs of design and construction of elevator
lobby renovations and other improvements to the common areas
of the Building mutually agreed by Landlord and Tenant (the
"Common Area Renovations"). The Common Area Renovations shall
be included as a part of the Building Fit-Out on all of the
terms and conditions applicable to the Building Fit-Out.

3. The Allowances shall be payable by Landlord to Tenant
on a percentage of completion basis, with draws to be payable
not more than once per month commencing at any time after the
Phase I Commencement Date, within fifteen (15) business days
after (1) the applicable percentage of construction of the
Premises has been substantially completed, (and subject to not
less than a ten percent (10%) holdback requirement on the
first (1st) fifty percent (50%) of the Building Fit-Out, which
holdback amount shall not be payable prior to final completion
of the Building Fit-Out and the tender of all required
deliveries by the General Contractor to Tenant and Landlord
under the terms of the general construction contract) and (2)
Tenant has provided Landlord with a written payment request
for the applicable portion of the Allowance, accompanied by
all of the following items:

a. A certificate from Tenant's Architect to Landlord
certifying that the Building Fit-Out (or the
applicable percentage thereof) has been substantially
completed in accordance with the Approved Plans, and
that the sums being requested by Tenant to be paid
out of the Allowance in such payment request have
been expended by Tenant for actual costs of the
construction of Tenant's Work;

b. A true and correct copy of the final non-residential
use permit (or its equivalent) issued to Tenant by
the applicable governmental authority (final payment
only);

c. A copy of as-built plans and specifications for the
Building Fit-Out incorporating all Approved Change
Orders (if any) (final payment only); and

<PAGE> 59
d. A duly executed interim release of liens (for interim
payments) and a duly executed final release of liens
(for the final payment) executed (for all payments)
by Tenant's General Contractor and (for the final
payment only) by any and all subcontractors and/or
materialmen supplying labor and/or materials in
connection with the Building Fit-Out, in form and
substance reasonably satisfactory to Landlord,
acknowledging (as to the final payment) payment of in
full for all labor and/or materials associated with
the Building Fit-Out, and (as to interim payments)
acknowledging partial payment of the applicable
percentage of the Allowance plus any other sums
otherwise disbursed by Landlord and/or Tenant to the
General Contractor, as of the date of, and including,
such draw request, and fully and forever waiving any
and all statutory and/or common law liens which might
otherwise be asserted by them against the Property in
connection with the performance of the Building
Fit-Out (except, as to interim payments only, such
waiver may be limited by its terms to the disbursed
amounts); provided that, with respect to any
subcontractor and/or materialman supplying labor
and/or materials in connection with the Building
Fit-Out, who refuses to execute and deliver a duly
executed final release of liens, Landlord shall be
entitled to deduct from the final payment the full
amount of the contract price for such subcontractor
or materialman (net of any amounts for which partial
lien releases have previously been obtained from such
contractor or materialman with respect to the
Building Fit-Out) and hold the same as additional
retainage until such time as (i) such subcontractor
or materialman shall have executed and delivered to
Landlord such final release of liens, or (ii) the
applicable period within which such subcontractor or
materialman may assert a lien against the Property
shall have expired, and Landlord shall disburse the
remainder of the final payment to Tenant.

Landlord shall not be obligated to pay the Allowance (or any
portion thereof) to Tenant unless (and not until fifteen (15)
business days after) Landlord has received a payment request
with all required attachments properly supplied, and such
payment shall be (until the final payment) net of the holdback
requirement set forth above, and shall be utilized to
reimburse Tenant for (or, with respect to any work for which a
mechanics lien might be asserted against the Property, and
with respect to which work Tenant has not delivered evidence
of prior payment, to pay directly to the General Contractor)
the actual Costs of performing the Building Fit-Out or such
other costs for which such Allowance may be used in accordance
with the terms hereof. At Landlord's option, disbursements
with respect to any work for which a mechanics lien might be
asserted against the Property, and with respect to which
Tenant has not delivered evidence of prior payment, may be
made directly to the General Contractor, or jointly to the
Tenant and the General Contractor.

K. Tenant acknowledges that Landlord is delivering the Premises
and Building in "as-is" condition, except for the performance
of the Landlord's Work and as may otherwise be expressly set
forth herein. Tenant shall be solely responsible for ensuring
that the design and construction of the Building Fit-Out is in
compliance with ADA and with all other applicable laws,
building codes, ordinances and regulations applicable to the
construction of the Premises. Tenant shall also be solely
responsible for compliance of its operations and employment
practices with all applicable laws, including but not limited
to the ADA.

L. Landlord and Tenant acknowledge and agree that timely,
concurrent completion of the Building Fit-Out and the
Landlord's Work will require reasonable cooperation during the
plan preparation, permitting and construction process.
Accordingly, Landlord and Tenant agree to use commercially
reasonable efforts and due diligence to cooperate with each
other, to accommodate each other's interests as the
construction process progresses, and otherwise to expedite the
resolution of any disputes, problems or unforeseen
circumstances. Upon delivery of the final construction
drawings to Landlord for the Building Fit-Out, Tenant shall
also deliver to Landlord a construction schedule for the
performance of the Building Fit-Out, which construction
schedule shall provide for a reasonable phasing of the
Landlord's Work with the Building Fit-Out, and for reasonable
periods of time for completion of each portion of the
Landlord's Work. Such construction schedule shall be subject
to Landlord's review, comment

<PAGE> 60
and approval, and revision by Tenant, in accordance with the
applicable provisions of Section (C) of this Exhibit B.
Landlord and Tenant each agree to negotiate with regard to
such construction schedule in good faith. After commencing
the Building Fit-Out, the Tenant shall not modify such
construction schedule in any respect which will alter the
agreed phasing of the Landlord's Work with the Building
Fit-Out or the agreed-upon times for the performance of the
Landlord's Work. In the event of any delay claimed to have
been occasioned by the other party (the "delaying party"), the
injured party shall deliver written notice of the claim of
delay within two (2) business days after the occurrence
thereof, and the delaying party shall have two (2) business
days to cure the cause of such delay. Failure to provide such
notice shall be deemed conclusive evidence that no such delay
has occurred.

M. Without limiting the generality or applicability of the other
provisions governing the Building Fit-Out under this Exhibit
B, or of any other applicable provision of this Lease, Tenant
agrees that the following provisions shall apply to the
performance of Building Fit-Out:

1. In conducting any portion of the Building Fit-Out
which involves construction work upon the exterior portions of
the Building, Tenant agrees that it shall, at Tenant's sole
expense, restore all areas of the Building's exterior,
including, without limitation, all adjacent planting areas,
sidewalks and parking areas affected by the execution of the
Building Fit-Out, to their condition immediately prior to
commencement of such portion of the Building Fit-Out.

2. Tenant shall protect and restore all work areas of
the Building (including without limitation any portions of the
common areas of the Building) required for access to the
Premises as part of the Tenant's Work, or otherwise utilized
or affected in performing the Building Fit-Out, including, but
not limited to, the Building HVAC System, Building roof,
common corridor floors, walls, and ceilings, second floor
penetrations and chase wall penetrations. Tenant shall
further ensure that all floor penetrations are properly
fire-stopped, in accordance with applicable building and fire
codes and prudent construction practices. Tenant's
construction schedule shall be updated promptly by Tenant to
reflect any material changes therein, and Tenant shall
promptly notify Landlord of any such change in Tenant's
construction schedule. Tenant shall notify Landlord at the
time Tenant commences any portion of the Building Fit-Out
involving the exterior of the Building, the Building roof, the
common corridors, and all floor to floor penetrations (which
notification shall be deemed given as to all such matters
reviewed at a regularly scheduled meeting with the General
Contractor if Landlord's representative is in attendance. All
Building Fit-Out shall be subject to the inspection and
approval of Landlord. In regard to the foregoing right of
inspection and approval, Tenant and its contractor shall
permit such construction manager and/or representatives
reasonable and timely notice of all meetings with the General
Contractor, and access to all affected areas of the Premises
and Building necessary for Landlord to conduct inspections
and/or supervision. Tenant shall also deliver to Landlord's
managing agent copies of all documents and document revisions
issued or received by Tenant pertaining to the payment, scope,
plans, permits, changes or schedule of, to or for the Building
Fit-Out sent by Tenant, Tenant's architect, the General
Contractor or any governmental agency which regulates the
Building Fit-Out in whole or part (collectively, the "Key
Parties") to another of the Key Parties.

3. Tenant and the General Contractor shall provide
copies of warranties for the Building Fit-Out and the
materials and equipment which are incorporated into the
Building and Premises in connection therewith, as well as
provide to Landlord copies of all operating and maintenance
manuals for all equipment and materials incorporated into the
Building and/or Premises as part of the Building Fit-Out.
Tenant shall either assign to Landlord, or enforce on
Landlord's behalf, all such warranties to the extent repairs
and/or maintenance on warranted items which are otherwise
Landlord's responsibility under this Lease would be covered by
such warranties. Without limitation, all aspects of the
Building Fit-Out in each of the Phase I Premises and the Phase
II Premises shall be warranted to be free from defects in
design and workmanship for a period of not less than one (1)
year from substantial completion of construction in such phase
(i.e., the Phase I Premises or the Phase II Premises, as the
case may be).

<PAGE> 61
N. In the event that Tenant is unable to occupy or use the
Premises for its intended purpose on or before the Phase I
Rent Commencement Date (with regard to the Phase I Premises)
or the Phase II Rent Commencement Date (with regard to the
Phase II Premises) due to the failure to complete the Building
Fit-Out or other matters for which Tenant is responsible, Rent
shall, nonetheless, commence on the Phase I Rent Commencement
Date and Phase II Rent Commencement Date, respectively.
Notwithstanding the foregoing:

(1) To the extent substantial completion of the
Building Fit-Out is delayed due to the wrongful acts or
omissions of Landlord or its agents, employees,
representatives or contractors in violation of the terms
hereof which are not cured within twenty-four (24) hours after
notice thereof from Tenant to Landlord, or any failure to
substantially complete any of Landlord's Work by the
applicable deadline set forth in paragraph N(2) with respect
to the incomplete item(s) of Landlord's Work (without regard
to any extension available pursuant to paragraph N(2) for
delays occasioned by Force Majeure events or circumstances)
(collectively, "Landlord's Wrongful Acts"), and, as a result
of such delay, Tenant is unable to lawfully occupy the
Premises and in fact does not commence operation of its
business in the Premises on or before April 11, 1997 or such
later date on which the Building Fit-Out would have been
substantially completed and the Premises capable of lawful
occupancy by Tenant, but for Landlord's Wrongful Acts (as the
same may be extended as aforesaid, the "Target Completion
Date"), the Phase I Rent Commencement Date shall be extended
one (1) day for each day after the Target Completion Date on
which the Building Fit-Out is not substantially completed due
to Landlord's Wrongful Acts (but in no event beyond the date
on which Tenant is able to lawfully occupy any portion of the
Premises or in fact commences operation of its (or allows any
sublessee, licensee or other person or entity to commence
operation of their) business in any portion of the Premises).
Notwithstanding the foregoing provisions of this paragraph
N(1), in the event of any failure, which is not due to Force
Majeure events or circumstances, by Landlord to substantially
complete any of Landlord's Work by the applicable deadline set
forth in paragraph N(2) with respect to the incomplete item(s)
of Landlord's Work, the Phase I Rent Commencement Date shall
be extended one (1) day for each day after the Target
Completion Date on which such Landlord's Work is not
substantially completed, regardless of whether Tenant is or
lawfully may occupy the Premises;

(2) In the event that (i) any portion of the
Landlord's Critical Fire/Life Safety Work or the Landlord's
Critical HVAC Work is not substantially completed in the
Building on or before March 7, 1997 (the "Critical Path
Deadline"), or (ii) any other portion of the Landlord's Work
is not substantially completed in the Building on or before
April 11, 1997 (the "Landlord's General Work Deadline"), each
of the Critical Path Deadline and the Landlord's General Work
Deadline being subject to a day-for-day extension for each day
of delay in the substantial completion of the Landlord's Work
which is reasonably attributable to Force Majeure events or
circumstances or to the wrongful acts or omissions of Tenant
or Tenant's Agents in violation of the terms hereof which are
not cured within twenty-four (24) hours after notice thereof
from Landlord to Tenant, then in order to compensate Tenant
for costs and expenses that will likely be incurred by Tenant
on account of such delay, Landlord shall be obligated to pay
Tenant as liquidated damages the amount of Four Thousand Five
Hundred Eighty-Two and seventy-five/one hundredths Dollars
($4,582.75) per day for each day after the Critical Path
Deadline or the Landlord's General Work Deadline, as
applicable (or such later date on which Tenant would have been
able to lawfully occupy any portion of the Premises or in fact
commence operation of its business in any portion of the
Premises, but for the delay in the

<PAGE> 62
substantial completion of the Landlord's Work), on which
Tenant is unable to lawfully occupy the Premises and in fact
does not commence operation of its (or allows any sublessee,
licensee or other person or entity to commence operation of
their) business in the Premises, together with any reasonable
increased cost of the Building Fit-Out proximately resulting
from such delay;

(3) To the extent Tenant is unable to obtain a
non-residential use permit due to the failure of the base
Building structure, systems or core facilities or any of the
Landlord's Work to comply with any applicable legal
requirements, then any delay in the issuance of such
non-residential permit beyond the date on which Tenant would
have been able to obtain such non-residential use permit, but
for such failure, shall be treated pursuant to paragraph
(N)(1) as a delay in the substantial completion of the
Building Fit-Out caused by Landlord's Wrongful Acts;

(4) In the event the Phase I Rent Commencement
Date shall be extended as a consequence of the failure by
Landlord to substantially complete any portion of the
Landlord's Work due to a Force Majeure event or circumstance,
the Expiration Date shall also be extended by a like amount;
and

(5) Tenant acknowledges and agrees that:

(i) nothing herein contained shall be
deemed to extend the Phase I Rent Commencement Date by more
than one (1) day for any one (1) day of delay for which
Landlord is responsible pursuant to paragraph N(1),
notwithstanding that more than one (1) provision of said
paragraph N(1) may apply to such one (1) day of delay;

(ii) nothing herein contained shall be
deemed to obligate Landlord to pay Tenant more than one (1)
days' liquidated damages pursuant to paragraph N(2) for any
one (1) day of delay in Tenant's ability to lawfully occupy
the Premises, notwithstanding that more than one (1) failure
to meet the Critical Path Deadline or the Landlord's General
Work Deadline has contributed to such day of delay;

(iii) nothing herein contained shall be
deemed to extend the Phase I Rent Commencement Date, or to
obligate Landlord to pay Tenant liquidated damages, with
respect to any delay in Tenant's ability to lawfully occupy
the Premises or obtain a non-residential use permit therefor
that does not extend beyond April 11, 1997; and

(iv) the remedies set forth in this
paragraph N shall be Tenant's exclusive monetary remedies
against Landlord in respect of any delay in the substantial
completion of the Landlord's Work or the Building Fit-Out, and
any delay in Tenant's ability to lawfully occupy the Premises
or obtain a non-residential use permit therefor, and Tenant
further waives any right of rescission with respect to any
such delays.

O. Landlord and Tenant shall, and shall each cause its respective
contractor(s) to, work in harmony with the other party hereto
and its contractor(s), and neither party shall, or shall
knowingly permit its contractor(s) to, interfere with the
performance of the other party's work hereunder (i.e., the
Building Fit-Out or the Landlord's Work, as applicable). Each
party's contractor(s) shall be permitted reasonable access to
the site, the loading docks, the elevators, any construction
lift or trash chute, and any other existing Building
facilities which are reasonably and customarily required in
the performance of their respective work (without damage
thereto). Tenant shall not be charged for the use of
elevators, loading docks, and similar facilities in the
construction of the Building Fit-Out.

P. On or about January 1, 1997, or any earlier date after the
existing tenant of the Building vacates the Building to which
Landlord and Tenant agree, Landlord and Tenant shall cause
their respective designated agents to conduct a joint
inspection of the Building HVAC System to determine the
condition thereof and to jointly prepare a report regarding
the condition of said Building HVAC System and a list of
reasonable steps to be taken by Tenant to safeguard the
Building HVAC System against damage thereto (including, but
not limited to, physical damage

<PAGE> 63
to equipment, decreased operating efficiency due to abnormal
levels of dust or particulates, or improper balancing) arising
from or out of, or in connection with, the Building Fit-Out
(such list to include, but shall not necessarily be limited
to, Tenant's obligation to replace Building HVAC System
filters not less than once each ten (10) days). Promptly
following the substantial completion of any portion of the
Landlord's Work affecting the Building HVAC System, prior to
the completion of the Building Fit-Out, Landlord and Tenant
shall cause their respective designated agents to mutually
update such report and list (each agreeing to act reasonably)
to reflect any change to the Building HVAC System or the
condition thereof as a result of the completion of such
portion of the Landlord's Work. Each party agrees to act in
good faith in the preparation of such report and list (and any
supplement(s) thereto). Tenant agrees to comply (and to cause
its General Contractor, contractors and subcontractors to
comply) with the mutually agreed steps identified to safeguard
the Building HVAC System against such damage. Notwithstanding
anything contained in this Lease to the contrary, (i) Tenant
shall be solely liable for, and shall be responsible for the
correction of, any damage to the Building HVAC System
occasioned by the Building Fit-Out, and (ii) to the extent
reasonably attributable to any such damage, Landlord shall not
be liable for or obligated to grant (nor shall Tenant be
entitled to) any abatement of rent or liquidated damages
pursuant to paragraph N of this Exhibit B with regard to (a)
any failure to complete the Landlord's Work, (b) delay in the
substantial completion of the Building Fit-Out, or (c) failure
of the Building HVAC System to comply with any applicable
legal requirements.

<PAGE> 64
EXHIBIT B-1

LANDLORD'S WORK

1. Landlord shall, at its sole cost and expense, cause the work set forth
on the attached Exhibits B-2 and B-3 (collectively, the "Landlord's
Work") to be substantially completed in the Building in a good and
workmanlike manner. All of the Landlord's Work shall be performed
utilizing Building standard materials; provided that, Landlord shall
have the right to make reasonable and comparable substitutions. No
allowance or credit shall be granted in connection with any unused
materials or any portion of the Landlord's Work which is waived by
Tenant. Except as expressly set forth in the Lease to the contrary
(including, but not limited to, Exhibits B-2 and B-3, and this Exhibit
B-1), Tenant acknowledges and agrees that (i) Tenant will accept
possession of the Premises in its "as is" condition as of January 1,
1997, and (ii) Landlord shall have no obligation to alter, improve or
modify the Premises.

2. To the extent that any delay in the performance of the Landlord's Work
is occasioned by the acts or omissions of Tenant or any of Tenant's
Agents and such delay shall result in any increase in the cost of the
performance of any portion of the Landlord's Work, Tenant shall
reimburse Landlord upon demand for such increased cost(s). Tenant
shall bear all costs of design and construction of all improvements
and alterations in excess of the Landlord's Work. No such delay in
the performance of the Landlord's Work occasioned by Tenant or any of
Tenant's Agents (nor any delay in the performance of the Landlord's
Work which does not result in a delay in the substantial completion of
the Building Fit-Out) shall defer or extend the Phase I Rent
Commencement Date or the Phase II Rent Commencement Date.

3. Landlord and Tenant shall examine the Landlord's Work upon substantial
completion thereof, and shall prepare a list of mutually-agreed
punch-list work. Preparation of such list shall be conclusive
evidence that the Landlord's Work has been completed in accordance
with the terms hereof, subject to the cure of the identified
"punch-list" items of the Landlord's Work, and further subject to the
cure of latent defects in the Landlord's Work identified by Tenant in
writing within one hundred eighty (180) days of the preparation of
said punch-list. Landlord shall exercise reasonable efforts to
complete all punch-list items of Landlord's Work within thirty (30)
days after preparation of said punch-list.

<PAGE> 65
EXHIBIT B-2

LANDLORD'S ADA and BOCA WORK

Subject to the terms of Exhibit B-1, Landlord agrees to perform the
following work in compliance with the Americans With Disabilities Act ("ADA")
and the 1993 BOCA Code:

1. Landlord shall, at its own expense and not as an Operating Expense,
cause the base Building HVAC System (i.e., exclusive of any additions
thereto made by or for Tenant or any prior tenant of the Building) to
comply with all laws, orders, ordinances and regulations of Federal
and local authorities, and with directions of public rules,
requirement and regulations of the Board of Fire Underwriters,
pertaining to fresh air and/or heating and cooling capacity
(including, with respect to fresh air requirements, ASHRAE Standard
62-1989, and, with respect to heating and cooling capacity, 1993 BOCA
code), which are applicable to the Premises as of the date hereof.
Without limiting the foregoing, Landlord shall:

(a) ensure that the existing base Building HVAC System, (including
variable air volume ("VAV") boxes) is restored to fully-operational
condition (the "Landlord's Critical HVAC Work");

(b) ensure that the existing base Building HVAC System is capable
of providing not less than two thousand two hundred sixty (2,260)
cubic feet per minute (cfm) of outdoor air per floor of the Building;

(c) install such additional equipment or modify existing equipment
as is reasonably required in order to provide an additional ten (10)
tons of capacity to the existing cooling tower;

(d) install a ninety-eight (98) ton outside air roof-top unit;

(e) outside air system, including roof-top unit, shall be provided
with automated controls so that they operate in conjunction with the
occupied load of the HVAC system and are locked-out during the morning
warm-up and cool-down periods; and

(f) ensure that, subject to the qualifications and limitations set
forth in Exhibit F, the existing base Building HVAC System meets the
specifications set forth on the attached Exhibit F, and is capable,
subject to the qualifications and limitations set forth in said
Exhibit F, of providing conditioned air at a ratio of not less than
one (1) ton of air conditioning per three hundred twenty-five (325)
usable square feet in the Building.

2. With respect to the areas (the "common areas") comprising the main
lobby, elevators and elevator lobbies, fire stairwells and rest rooms
(including water fountains adjacent thereto) within the Building, and
all areas of the Property outside the Building, Landlord shall cause
the following items of work ("Landlord's ADA Work") to be performed in
compliance with the ADA as enforced by Fairfax County, Virginia:

(a) Provide directional signage identifying location of
handicapped parking spaces and the path to handicapped
entrances to the Building, at both front and rear lobby
locations;

(b) Provide two (2) handicap accessible van spaces on the
Property;

(d) Replace knob type hardware with ADA lever sets on the second
(2nd) floor common areas, where necessary;

(e) Provide ADA-compliant signage indicating location of public
rest rooms (if any) on each floor of the Building;

<PAGE> 66
(f) Reset elevator door "open wait" time from fourteen (14)
seconds to twenty (20) seconds;

(g) Provide (i) a readable Emergency Call symbol, non-voice call
options, pull loop call box (replace pincher pull), and
twenty-eight inch (28") cord length, for elevator call boxes.

(h) Install ADA-compliant signage on restrooms and fire
stairwells;

(i) Reset pull pressure on door closers in common areas, and on
mechanical closet doors;

(j) Provide paddle-type faucet handles on rest room sinks, and
cover exposed hot pipes and drains in rest rooms;

(k) Replace marble thresholds to rest rooms with ADA-compliant
beveled thresholds;

(l) Reset rest room flush valves to require five (5) pounds
maximum force;

(m) Replace drinking fountains with ADA-compliant "high-low"
units; and

(n) Provide ADA-compliant fire alarm system for all core and
common areas of the Building, which system shall have the
capability to be expanded to accommodate ADA strobes
throughout the Premises (the work set forth in this paragraph
2(n) being referred to as the "Landlord's Critical Fire/Life
Safety Work").

Notwithstanding the foregoing, Landlord hereby reserves the right to
add, delete, modify or replace all or any portion of the Landlord's
ADA Work provided that Landlord complies with the requirements of ADA
as enforced by Fairfax County, Virginia.

3. The foregoing is not intended, and shall not be construed, to impose
on Landlord any obligation to or liability for assuring that the
Building Fit-Out is in compliance with any applicable law, rule,
regulation or standard as set forth above, all of which are the sole
and absolute responsibility of Tenant, or to rectify or remedy any
such violation caused by the Building Fit-Out or any other acts,
omissions, use or occupancy of Tenant. Tenant further acknowledges
and agrees that, (i) Tenant shall be solely responsible for
installation and/or modification of any distribution ductwork or other
equipment required to distribute HVAC service throughout any floor of
the Premises, and for any balancing or rebalancing of the HVAC System
occasioned by the Building Fit-Out, and (ii) Landlord shall have no
obligation to perform any of Landlord's ADA Work in, for or to any
addition, alteration or improvement in the Premises, or to any area of
the Premises (or portion of either), which Tenant intends to demolish
or remove as part of the Building Fit-Out.

<PAGE> 67
EXHIBIT B-3

LANDLORD'S BASE BUILDING IMPROVEMENTS

1. Remove existing turnstiles and security desks located in first (1st)
floor lobby;

2. Repair and/or replace as necessary (with stain-grade wood veneer
doors) fire stair doors damaged by previous tenant's security
equipment; and

3. Remove all security equipment installed by previous tenant (exclusive
of cabling) from all rentable areas and common areas.

<PAGE> 68
EXHIBIT C

DECLARATION OF LEASE COMMENCEMENT

THIS DECLARATION is attached to and made a part of that certain Deed of Lease
dated the ____ day of December, 1996, ("Lease") by and between PRINCIPAL MUTUAL
LIFE INSURANCE COMPANY, an Iowa corporation ("Landlord", and AMERICAN
MANAGEMENT SYSTEMS, INC., a _____________________ corporation ("Tenant").

Landlord and Tenant are parties to the Lease. All capitalized terms
used herein shall have the same meaning as was ascribed to such terms in the
Lease, unless otherwise indicated.

Landlord and Tenant do hereby declare that (a) the Commencement Date
is hereby established to be _________, ____; and (b) the Lease Term shall
expire on ____________, ______ unless the Lease is earlier terminated as may be
provided therein. The Lease is in full force and effect as of the date hereof,
and Landlord has fulfilled all of its obligations under the Lease required to
be fulfilled by Landlord on or prior to such date.

IN WITNESS WHEREOF Landlord and Tenant have executed this Declaration
under seal on this ____ day of _____________________, 1997.

LANDLORD:

PRINCIPAL MUTUAL LIFE INSURANCE COMPANY,
an Iowa corporation

By: (Seal)
--------------------------------
Title:
----------------------------

TENANT:

AMERICAN MANAGEMENT SYSTEMS, INC., a
Delaware corporation

By: (Seal)
--------------------------------
Title:
----------------------------

<PAGE> 69

EXHIBIT D

RULES AND REGULATIONS

1. The sidewalks, halls, passages, courts, exits, vestibules, entrances,
public areas, elevators, escalators and stairways of the Property
shall not be obstructed by Tenant or used for any purpose other than
ingress to and egress from their respective Premises. The halls,
passages, exits, entrances, elevators, escalators and stairways are
not for the general public, and Landlord shall, in all cases, retain
the right, but not the obligation, to control and prevent access
thereto by all persons whose presence in the reasonable judgment of
Landlord would be prejudicial to the safety, character, reputation and
interests of the Property, provided that nothing herein contained
shall be construed to prevent such access to persons with whom any
Tenant normally deals in the ordinary course of its business, unless
such persons are engaged in illegal activities. Neither Tenant, nor
any of Tenant's Agents, shall enter or install equipment in mechanical
rooms, air conditioning rooms, electrical closets, janitorial closets
or similar areas without the prior written consent of Landlord (which
consent shall not be unreasonably withheld, conditioned or delayed).

2. The Premises shall not be used for the storage of merchandise held for
sale to the general public or for lodging. Except as may otherwise be
expressly set forth in the Lease to which this Exhibit D is attached
(if at all), no cooking shall be done or permitted by any Tenant on
the Premises except that the use by Tenant of Underwriter's
Laboratory-approved equipment for brewing coffee, tea, hot chocolate
and similar beverages, and the use by Tenant of underwriter's
laboratory approved microwave ovens for reheating food for on-premises
consumption by Tenant's employees, shall be permitted provided that
such use is in accordance with all applicable federal and State and
county laws, codes, ordinances, rules and regulations.

3. Tenant shall not employ any person or entity to provide services to
the Premises (whether janitorial service, towel service, water service
or other service), unless otherwise agreed to by Landlord in writing
(such agreement not to be unreasonably withheld). Tenant shall not
cause any unnecessary labor by reason of such Tenant's carelessness or
indifference in the preservation of good order and cleanliness.
Except as otherwise expressly set forth in the Lease, Landlord shall
not be responsible to Tenant for any loss of property on the Premises,
however occurring, or for any damage done to the effects of Tenant by
the cleaning service or any other employee or any other person.

4. Tenant shall not alter any lock or install a new or additional lock or
bolts on any door of its Premises unless Tenant shall also provide
Landlord with keys (or other means of access) for each such lock.
Tenant, upon the termination of its tenancy, shall deliver to Landlord
all keys which are in Tenant's possession to doors, safes, vaults and
other locks in the Premises and the Building.

5. Landlord shall have the right to prescribe the weight, size and
position of all equipment, materials, furniture or other property
brought into the Property to the extent necessary to protect the
Property. Heavy objects, if considered necessary by Landlord, shall
stand on wood strips of such thickness as is necessary to properly
distribute the weight. Landlord will not be responsible for loss of
or damage to any such property from any cause and all damage done to
the Property by moving or maintaining such property shall be repaired
at the expense of Tenant. Business machines and other equipment shall
be placed and maintained by Tenant at Tenant's expense in setting
sufficient, in Landlord's reasonable judgment, to absorb and prevent
unreasonable vibration.

6. Subject to any contrary provisions of Section 8 of the Lease, neither
Tenant nor any of Tenant's Agents shall use or keep in the Premises or
the Property any kerosene, gasoline or flammable or combustible fluid
or material other than limited quantities thereof reasonably necessary
for the operation or maintenance of office equipment, or, without
Landlord's prior written approval, use any method of heating or air
conditioning other than that supplied by Landlord. Neither Tenant nor
any of Tenant's Agents shall use or keep or permit to be used or kept
any hazardous or toxic materials or any foul or

<PAGE> 70

noxious gas or substance in the Premises or permit or suffer the
Premises to be occupied or used in a manner offensive or objectionable
to Landlord in Landlord's reasonable discretion

7. Intentionally Omitted.

8. Landlord reserves the right to exclude from the Property, between the
hours of 6:00 p.m. and 7:00 a.m. and at all hours on Saturdays,
Sundays, and legal holidays all persons who do not present a pass to
the Building signed by Tenant or other evidence of authorization to
enter reasonably designated by Tenant. Tenant shall be responsible for
all persons for whom it authorizes entry to the Building and shall be
liable to Landlord for all acts of such persons. Landlord shall, in
no case, be liable for damages for any error with regard to the
admission to or exclusion from the Property of any person. In the
case of invasion, mob, riot, public excitement or other circumstances
rendering such action advisable in Landlord's opinion Landlord
reserves the right to prevent access to the Property during the
continuance of the same by such action as Landlord may deem
appropriate including closing doors.

9. In the event Tenant no longer leases the entire Building, no curtains,
draperies, blinds, shutters, shades, screens or other coverings,
hangings or decorations shall be attached to, hung or placed in, or
used in connection with any window of the Building without the prior
written consent of Landlord (such consent not to be unreasonably
withheld, conditioned or delayed). No files, cabinets, boxes,
containers or similar items shall be placed in, against or adjacent to
any window of the Building so as to create an unsightly condition
visible from the outside of the Building. No bottles, parcels or
other articles may be placed in the halls or in any other part of the
Property, nor shall any article be thrown out of the doors or windows
of the Premises.

10. Tenant shall ensure that the doors of its Premises are closed and
locked, that all water faucets, water apparatus and utilities are shut
off before Tenant or Tenant's employees leave the Premises, so as to
prevent waste or damage.

11. The lavatory rooms, toilets, urinals, wash bowls and other apparatus
shall not be used for any purpose other than that for which they were
constructed, no foreign substance of any kind whatsoever shall be
thrown therein and the expense of any breakage, stoppage or damage
resulting from the violation of this rule shall be borne by Tenant.
The Premises shall not be used for manufacturing of any kind, or any
business or activity other than that specifically permitted pursuant
to the Lease to which this Exhibit D is attached.

12. No air conditioning units or other projections shall be attached to
the outside walls or window sills of the Building or otherwise project
from the Building, without the prior written consent of Landlord.
Tenant shall not install or permit the installation of any awnings,
shades, mylar films or sun-filters on windows. Tenant shall cooperate
with Landlord in obtaining maximum effectiveness of the cooling system
of the Building by closing drapes and other window coverings when the
sun's rays fall upon windows of the Premises. Tenant shall not
obstruct, alter or in any way impair the efficient operation of
Landlord's heating, ventilation, air conditioning, electrical, fire,
safety or light systems, nor shall Tenant tamper with or change the
setting of any thermostat or temperature control valves in the
Building. Tenant shall cooperate with energy conservation by limiting
use of lights to areas occupied during non-business hours.

13. There shall not be used in any space or public halls of the Building,
either by any Tenant or any others, any hand trucks except those
equipped with rubber tires and side guards or such other material
handling equipment as Landlord may approve.

14. No material shall be placed in the trash boxes or receptacles if such
material is of such nature that it may not be disposed of in the
ordinary and customary manner of removing and disposing of trash and
garbage in the jurisdiction where the Property is located without
being in violation of any law or ordinance governing such disposal.

15. Intentionally Omitted.

<PAGE> 71

16. No cutting or boring for wires shall be allowed without Landlord's
consent (such consent not to be unreasonably withheld).

17. Tenant shall not lay linoleum, tile, carpet or floor covering so that
it is affixed to the floor of the Premises by the use of cement or
other similar adhesive material. Electric and telephone floor
distribution boxes must remain accessible at all times.

18. The requirements of Tenant will be attended to only upon written
request to the Landlord's managing agent at the Washington, D.C.
metropolitan area office of said managing agent. Employees of
Landlord shall not perform any work or do anything outside of their
regular duties unless under special instructions from Landlord.

19. These rules and regulations are in addition to the terms, covenants,
agreements and conditions of the Lease to which they are attached, but
in the event of a conflict between the express terms of the Lease to
which this Exhibit D is attached (exclusive of these rules and
regulations), and the terms of these rules and regulations, such other
terms of the Lease shall control.

20. Landlord reserves the right to make such other rules and regulations
as Landlord, in Landlord's reasonable discretion, may deem necessary
from time to time.

21. Landlord shall not be responsible to Tenant or to any other person for
the non-observance or violation of these rules and regulations by any
person. Tenant shall be deemed to have read these rules and to have
agreed to abide by them as a condition to its occupancy of the space
leased.

<PAGE> 72

EXHIBIT E

ROOF-TOP RIGHTS

1. License. Subject to the terms hereof, Landlord hereby grants to
Tenant an exclusive license (the "License") to enter onto and utilize
the roof of the Building (the "License Area"), solely for the use
permitted pursuant to paragraph 3 hereof; provided that, such license
is subject to Landlord's right to enter (and to permit its
contractor(s) to enter) onto the roof and perform additions,
alterations, improvements, maintenance, modification and repairs in
connection with the operation of the Building.

2. Term. The License granted hereby shall commence upon January 1, 1997,
and shall, subject to the terms hereof, continue in full force and
effect until the expiration or sooner termination of the lease (the
"Lease") to which this Exhibit E is attached (the "License Term"), as
such lease may be renewed. Notwithstanding anything herein contained
to the contrary, (i) Landlord may revoke this License at any time
during the continuance of any default or breach of the terms of this
License or the Lease which remains uncured beyond the applicable
notice and cure period (if any), and (ii) in the event Tenant shall at
any time lease less than all of the Building, this License shall be
deemed a non-exclusive license and Landlord shall have the right to
grant to other tenants of the Building the right to use reasonable
quantities of space upon the roof provided that such use does not
interfere with Tenant's ability to utilize its Equipment. Upon the
expiration or sooner termination of the License, Tenant shall have no
right, title or interest with respect to the License Area.

3. Permitted Use: Subject to (i) Tenant's receipt of all applicable
governmental approvals and permits (the same to be obtained by the
Tenant and a copy thereof provided to Landlord, all at the Tenant's
sole expense), (ii) Landlord's structural and roofing requirements
(consistent with the structural limitations of the Building as
reasonably determined by the Landlord's structural engineer), and
(iii) the provisions of paragraph 4 hereof, Landlord agrees to permit
Tenant to utilize, for the purposes provided herein, suitable space on
the roof for installation and operation of radio, microwave and
satellite transmission and reception equipment and HVAC equipment
(collectively referred to as the "Equipment"), subject to all of the
terms of this License. Use of the Equipment shall be solely for the
convenience of Tenant in the normal conduct of Tenant's business. In
no event shall the Equipment be used for a commercial purpose separate
from Tenant's normal business as an independent means of producing
income separate from the Tenant's normal business. Without limiting
the preceding sentence, Tenant shall have no right to assign or
sublease any rights to utilize the License Area other than as part of
an assignment of the entire Lease.

4. Landlord's Prior Approval:

(a) The nature, type, weight and location of the Equipment and
plans and specifications for the installation thereof shall be subject
to the Landlord's prior written approval (which approval shall not be
unreasonably withheld, conditioned or delayed, provided Tenant is not
proposing to exceed the load bearing capacity of the affected
portion(s) of the roof or proposing any penetration of the roof
membrane or other alteration, addition, improvement or modification
which will void any existing roof warranty).

(b) Tenant agrees not to install or modify any of the Equipment in
any manner which will or may interfere with the operation of any
existing equipment installed on the roof from time to time by any
other person or entity. Tenant shall take all steps necessary to
ensure that the installation and operation of the Equipment does not
adversely affect the operation of the Building or its basic systems.
If the operation of any portion of the Equipment causes any such
adverse effect, Tenant, at its sole expense, shall immediately take
all steps necessary to eliminate such adverse effect(s). If such
adverse effect(s) cannot be eliminated by Tenant, Tenant shall, upon
Landlord's request and at Tenant's sole expense, remove the Equipment
in accordance with the terms hereof.

(c) After initial installation of the Equipment, Landlord may
require Tenant to relocate the Equipment, on reasonable Notice to
Tenant; provided, however, that no relocation shall be required to a

<PAGE> 73

location which will not permit the Equipment to function properly or
which would not allow for necessary transmission paths. Landlord
shall bear the cost of any relocation of the Tenant's Equipment
required by Landlord, other than any relocation(s) required in order
to effect additions, alterations, improvements, maintenance,
modifications repairs or replacements to the roof or other portions of
the Building or the equipment serving the same or any of the
components of any of the foregoing (collectively, "Roof Alterations")
(in which event Landlord and Tenant shall each bear one-half (1/2) of
the reasonable cost of such relocation). To the extent the
installation, operation or relocation of the Tenant's Equipment shall
increase the cost of any such Roof Alterations, Tenant shall reimburse
Landlord upon demand for the amount of such increase. In no event
shall Landlord be liable for any loss, damage or injury to Tenant's
business occasioned by any required relocation of Tenant's Equipment.

5. Installation of Equipment:

(a) The Equipment shall be installed by a properly licensed and
insured contractor reasonably approved by Landlord, at Tenant's sole
expense, in compliance with all applicable codes, law and regulations.
Neither the aggregate live or dead load associated with the Equipment
(inclusive of all mounting structures) shall exceed the load bearing
capacity of the roof.

(b) No penetration of the roof surface of the Building will be
allowed except upon the prior written consent of the Landlord and the
written agreement of the entity (or, if more than one (1), all
entities) providing a warranty on the roof of the Building, that such
penetration will not invalidate, in whole or part, the warranty(ies)
provided by such entity(ies). The Equipment shall, to the extent
required by applicable law, be shielded from public view in a manner
acceptable to the Landlord. In no event shall Tenant permit the
Equipment to be visible from surrounding locations on the ground.

6. Assignment: Except as expressly permitted hereby, Tenant shall not
assign or otherwise transfer this License Agreement, or any of
Tenant's rights hereunder, nor permit the use or occupancy of the
License Area by any person or entity other than Tenant.
Notwithstanding the foregoing, Tenant shall have the right to assign
its rights under this License to any assignee of all of Tenant's
right, title and interest in and to the Lease.

7. Condition and Suitability of the Property: Landlord makes no
representations or warranties regarding the suitability or condition
of the roof for installation or operation of the Equipment, and
Landlord shall have no liability to Tenant on account thereof. The
installation and operation of the Equipment on the roof by Tenant
shall be at the Tenant's sole risk.

8. Repairs and Maintenance: Tenant shall repair and maintain the
Equipment throughout the Term in compliance with all applicable codes,
laws and regulations. Tenant and/or its contractor shall bear all
expenses in connection with the installation, operation, maintenance
and repair of the Equipment and the removal thereof. Tenant
acknowledges and agrees that all risk of loss or damage to the
Equipment, from any cause whatsoever, shall be borne solely by Tenant,
and Tenant undertakes to indemnify and hold Landlord harmless
therefrom.

9. Compliance with Laws.

(a) Tenant shall, at the Tenant's expense, comply with
all governmental laws, regulations or requirements and obtain and
maintain in full force and effect throughout the Term all permits and
other governmental approvals as may be required in connection with the
Equipment. Prior to installation of the Equipment, Tenant shall
provide Landlord with evidence that all such necessary permits and
approvals have been obtained. In addition, Tenant agrees that Tenant
shall, at Tenant's sole expense, comply with all other laws, statutes,
ordinances, and governmental rules, regulations and requirements now
in force or which may hereafter be in force, and with the requirements
of any board of fire underwriters or other similar body now or
hereafter constituted, relating to or affecting the Tenant's
Equipment, access to the roof, and/or the activities of Tenant or
Tenant's Agents in, on or upon the roof.

<PAGE> 74

(b) Tenant acknowledges that, depending on the location,
nature and size of the Equipment, review by local planning or zoning
authorities may be required. In the event any review by or proceeding
before local planning or zoning authorities is required in order to
obtain approval for installation of the Equipment, the Landlord agrees
to cooperate in connection therewith, provided that the same is at no
cost, expense or risk to the Landlord. Upon installation of the
Equipment, the Tenant shall provide the Landlord with such evidence as
the Landlord may reasonably require of compliance with laws, including
(where applicable) regulations of the Federal Communications
Commission and Federal Aviation Administration.

10. Access to the License Area: Tenant and its contractors shall have
reasonable access during normal working hours (and, in the event of an
emergency, after normal working hours) to the License Area to
facilitate the installation, operation and maintenance of the
Equipment and the removal thereof. Access to and activities in, on or
upon the roof by Tenant and/or Tenant's Agents shall be subject to
such reasonable rules and regulations as Landlord may promulgate in
connection with such access and/or activities.

11. Termination of License: In the event (i) Tenant fails for more than
fifteen (15) days after written notice to comply with, fulfill or
observe any of the covenants, conditions, or obligations made by or
imposed on the Tenant pursuant to the terms of this License or, with
respect to the Equipment or the Licensed Area (or such longer time as
may be reasonably required to cure such failure through the exercise
of due diligence, provided that (i) such failure is not a willful
repudiation of the License authorized by Tenant's Board of Directors,
(ii) such failure is susceptible of cure, (iii) such failure does not
relate to the existence of a Hazardous Substance on the roof in
violation of Section 8 of the Lease, (iv) such failure does not
subject Landlord to prosecution or substantial civil or criminal fine
or penalty, and (v) Tenant promptly commences to cure such failure
within the aforesaid fifteen (15) day period and thereafter diligently
pursues the cure of such failure to completion) (each of the foregoing
being herein referred to as an "Roof-Top Breach"), or (ii) removal of
the Equipment shall be required by any governmental authority, this
License may, without demand or notice, be terminated by the Landlord
without payment of penalty or compensation to Tenant, and Tenant shall
promptly (immediately, if so required by a governmental authority)
remove the Equipment from the Building at the Tenant's expense;
provided that, Tenant shall not be required to remove its Equipment
from the roof pursuant to clause (ii) of this Section 11 so long as
(x) Tenant promptly, diligently and in good faith contests the removal
requirement by the applicable governmental authority, and (y) Tenant
indemnifies and holds Landlord and the Property harmless from and
against any and all costs, claims, damages, expenses, fees,
liabilities, losses or suits incurred by or on behalf of, or asserted
against, Landlord and/or the Property as a result of the continued
existence of Tenant's Equipment on the roof or such contest; and
provided further that, in the event that a final, unappealable
decision in any such contest shall require the removal of Tenant's
Equipment, Tenant shall promptly comply with such decision. In all
events, Tenant shall at its sole cost and expense remove the Equipment
and all screening therefor upon the expiration or sooner termination
of the License and restore the area affected by the installation,
operation and/or removal of the Equipment and/or such screening to its
original condition existing immediately prior to the installation of
the Equipment and/or such screening.

12. Indemnity: To the fullest extent permitted by applicable law, Tenant
hereby agrees to indemnify and hold Landlord and Landlord's agents,
contractors and employees (collectively, the "Indemnitees") harmless
from and against any and all costs, damages, claims, expenses, fees,
suits, awards and liabilities incurred or suffered by or claimed
against any Indemnitee (including, but not limited to, court costs and
reasonable attorneys fees), directly or indirectly, based on, arising
out of or resulting from (i) Tenant's use of the License Area, (ii)
any act or omission by Tenant or Tenant's Agents within the License
Area, or (iii) any breach or default by Tenant in the performance or
observance of its covenants or obligations under this License
Agreement. Without limiting the foregoing, Tenant shall be
responsible for, and shall defend, indemnify and hold Landlord
harmless from and against, any damage caused to the roof structure by
the installation, operation, maintenance, repair and/or removal of the
Equipment, and any injury or

<PAGE> 75

death, or loss or damage to any of the Equipment or involving any such
equipment of any other Tenant or tenant.

13. Insurance: In furtherance of Tenant's indemnity of Landlord as
contained in the preceding paragraph 12, Tenant hereby agrees to
maintain, in full force and effect throughout the License Term,
policies of liability and property damage insurance as described in
the Lease (or endorsements to all policies maintained in accordance
with said Lease, extending coverage to the License Area and including
the Equipment as additional personal property to be insured) with
respect to personal injury, death or property damage arising out of or
in connection with Equipment, Tenant's right of access to the roof
pursuant to this License, and any activities conducted in, on or upon
the roof by the Tenant or the Tenant's Agents. In addition, Tenant
shall require the contractor engaged for installation of the Equipment
to provide to Landlord a certificate of insurance evidencing (i) a
minimum combined single limit general liability coverage of Two
Million Dollars ($2,000,000.00), with Landlord named as an additional
insured, and (ii) the statutorily required workmen's compensation
insurance coverage.

<PAGE> 76

EXHIBIT F

HVAC SPECIFICATIONS

Landlord agrees that the air conditioning system in the Premises shall
be capable of providing (subject to the requirements of federal, state and
local governmental authorities) temperatures of not more than 75 degrees
Fahrenheit dry bulb and a relative humidity not in excess of fifty percent
(50%) with outside conditions of 95 degrees Fahrenheit dry bulb and 78 degrees
Fahrenheit wet bulb, except as otherwise provided in this Lease. Landlord
agrees that the heating system in the Premises will be capable of providing
(subject to the requirements of federal, state and local governmental
authorities) temperatures of not less than 70 degrees Fahrenheit whenever the
outdoor dry bulb temperature is lower than 65 degrees Fahrenheit, with indoor
relative humidity at such level as not to permit the formation of condensation
on the windows. Landlord shall not be responsible if the normal operation of
the Building HVAC System shall fail to provide conditioned air at reasonable
temperatures, pressures or degrees of humidity or in reasonable volumes or
velocities in any portions of the Premises which (i) shall have an electrical
load in excess of four (4) watts per rentable square foot of the Premises for
all purposes (including lighting and power) or which shall have a human
occupancy factor in excess of one person for each one hundred fifty (150)
rentable square feet of the Premises, or (ii) because of rearrangement of
partitioning or other Alterations made by or on behalf of Tenant or any person
claiming by, through or under Tenant.

<PAGE> 77

EXHIBIT G

JANITORIAL SPECIFICATIONS

Landlord will furnish janitor service and cleaning services as set
forth below for the Premises, exclusive of stock rooms, xerox rooms, kitchens
and cafeterias (except as noted):

I. DAILY

1. Collect trash. (Private kitchens included)

2. Empty ash trays; damp wipe clean.

3. Dust furniture, desks, machines, phones, file cabinets, window
ledges, etc. (papers shall not be required to be disturbed.)

4. Vacuum carpets, sweep resilient tile and wood floors in
corridors and lobbies. (Private kitchens included.)

5. Wash water fountains.

6. Lavatories:

(a) Clean and disinfect all toilet bowls, urinals, and
wash basins.

(b) Clean mirrors.

(d) Damp wipe and disinfect all ledges, toilet stalls,
and doors.

(e) Damp mop and disinfect all floors.

(f) Empty and clean sanitary napkin disposal containers.

(g) Collect trash.

7. Turn off lights and check all doors on completion of work.

II. WEEKLY

1. Spot clean carpet stains.

2. Spot clean walls, doors, partitions.

3. Sweep all stair areas.

4. Dust wood wall paneling.

<PAGE> 78

III. MONTHLY

1. Scrub and recondition resilient tile floors.

2. Wash all interior glass partitions on both sides.

3. Dust venetian blinds.

4. Dust picture frames, charts, etc.

IV. SEMI-ANNUALLY

Dust all horizontal and vertical surfaces not reached in nightly
cleaning (pipes, light fixtures, door frames, wall hangings, etc.).

V. ANNUALLY

Strip and refinish all resilient floor areas using buffable, non-slip
floor finish.

VI. AS NECESSARY

1. Clean venetian blinds.

2. Spot clean light switches, doors and walls.

3. Washing light fixtures, including light reflectors, globes,
diffusers and trim.

4. Wash walls in corridors, lobbies, and washrooms.

5. Spot clean all baseboards.

6. Wash windows, inside and outside, as required by Landlord.

7. Vacuum carpets in individual offices.

VII. EXTRAS - CHARGED TO THE TENANT

1. Daily buffing of hardwood floors in executive office areas.

2. Cleaning of kitchens, canteen, or coffee station areas,
including washing sink, washing ledge, cleaning cabinets
and/or appliances.

3. Dusting and sweeping of storage areas, closets, telephone
exchange areas.

4. Cleaning of shower stalls, or other similar non-standard
equipment in rest-rooms.

Should Tenant install any Alterations or specialty items which will
increase in any way the rate being charged by the cleaning contractor for the
Premises, Tenant shall be liable for such increases and shall reimburse
Landlord upon demand for any additional cost. All of the above services are to
be performed during those hours (after-business hours) as established between
Landlord and Landlord's cleaning contractor. Any special cleaning requests are
to be in writing and delivered to the management office by 3 p.m. The
foregoing specifications are subject to change from time to time in Landlord's
reasonable discretion.

<PAGE> 79

EXHIBIT H

ANCILLARY USE RESTRICTIONS

1. Ancillary Uses: Each of the Ancillary Uses set forth in the Lease are
subject to the applicable provisions of this Exhibit H.

2. General Conditions:

(a) In no event shall any Ancillary Use (other than any
food service operation on the first (1st) floor of the Building) be
used for a commercial purpose separate from Tenant's normal business
as an independent means of producing income separate from the Tenant's
normal business. Without limiting the preceding sentence, Tenant
shall have no right to assign or sublease any rights to engage in any
of the Ancillary Uses on any floor above the ground level of the
Building, other than by the assignment of the entire Lease. In no
event shall any such Ancillary Uses be open to, or made available to,
the general public.

(b) The nature, type, weight, location and method of
installation of all equipment utilized in the Ancillary Uses or
required in connection with the Ancillary Uses (collectively,
"Ancillary Use Equipment") shall be subject to the Landlord's prior
written approval (which approval shall not be unreasonably withheld,
conditioned or delayed, provided Tenant is not proposing to exceed the
load bearing capacity of the affected portion(s) of the Premises or
the electrical capacity of the circuits to be so utilized, and further
provided that such Ancillary Use Equipment is installed in such manner
as will not materially interfere with the operation of the Building as
a multi-tenant building in the future. All Ancillary Use Equipment
installed in the Premises shall be Underwriters' Laboratory approved.
Tenant agrees not to install or modify any Ancillary Use Equipment in
any manner which will or may interfere with the operation of any
existing equipment installed in or on the Property. Tenant shall take
all steps necessary to ensure that the installation and operation of
the Ancillary Use Equipment does not adversely affect the operation of
the Building or its basic systems. If the operation of any portion of
the Ancillary Use Equipment causes any such adverse effect, Tenant, at
its sole expense, shall immediately take all steps necessary to
eliminate such adverse effect(s). If such adverse effect(s) cannot be
eliminated by Tenant, Tenant shall, upon Landlord's request and at
Tenant's sole expense, remove the Ancillary Use Equipment in
accordance with the terms hereof. Tenant shall be solely responsible
for the maintenance, repair and replacement of the Ancillary Use
Equipment, and Tenant agrees to maintain all Ancillary Use Equipment
in good working order and in compliance with all applicable laws at
all times.

(c) Landlord makes no representations or warranties
regarding the suitability or condition of the Premises for
installation of the Ancillary Use Equipment or operation of the
Ancillary Uses, and Landlord shall have no liability to Tenant on
account thereof. The installation of the Ancillary Use Equipment and
operation of the Ancillary Uses by Tenant shall be at the Tenant's
sole risk.

(d) Tenant shall be solely responsible for, and shall
promptly pay when due, all costs, expenses and fees arising from or
out of, or in connection with, the installation or operation of any
Ancillary Use or any Ancillary Use Equipment. It is the intent of the
parties hereto that Tenant shall pay all costs and expenses relating
to the Ancillary Uses, and that any amount or obligation relating to
the Ancillary Uses which is not expressly declared to be that of
Landlord shall be deemed to be any obligation of Tenant to be
performed by Tenant at Tenant's sole expense. Without limiting the
foregoing, Tenant shall be solely responsible for all cleaning,
security, utilities and increased insurance premiums arising from or
out of, or in connection with, the Ancillary Uses or the Ancillary Use
Equipment.

(e) Tenant shall be responsible at its sole expense for
providing and installing all furniture, trade fixtures and equipment
desired by the Tenant or otherwise required in connection with any
Ancillary Use. Without limiting the foregoing, Tenant shall be solely
responsible for the installation, operating, maintenance, repair,
replacement and removal of any and all HVAC and fire suppression

<PAGE> 80

equipment in excess of the equipment being furnished by Landlord
pursuant to Exhibit B (including, but not limited to, additional
sprinkler heads or runs, fire suppression equipment, venting and
exhaust ductwork and equipment) required by this Lease or applicable
law, or desired by Tenant, in connection with any Ancillary Use.
Tenant expressly acknowledges and agrees that Landlord shall have no,
and is hereby relieved of, liability for any failure or inadequacy of
the base Building HVAC or fire suppression System to the extent such
failure or inadequacy is attributable to any Ancillary Use or any
Ancillary Use Equipment.

(f) The Tenant, at its sole cost and expense, shall be
responsible for maintaining all areas of the Premises utilized for
Ancillary Uses, and all Ancillary Use Equipment, in a clean, safe and
sanitary condition, and in compliance with all applicable laws,
ordinances, regulations, rules and other restrictions imposed by any
governmental or quasi-governmental agency or authority, at all times.
Without limiting the foregoing sentence, the Tenant shall be required
to regularly maintain and promptly repair when necessary all Ancillary
Use Equipment.

(g) The provisions set forth in this Exhibit "H" are in
addition to all other provisions of the Lease imposing a covenant,
duty, obligation or restriction upon the Tenant. Without limiting the
foregoing, nothing in this Exhibit "H" shall be deemed to authorize
the storage or use of any Hazardous Substance on the Premises other
than Permitted Materials.

3. Food Service Operations. In addition to the foregoing:

(a) In no event shall Tenant sell, or suffer or permit
any other person or entity to sell from the Premises any alcoholic
beverages for either on-Premises or off-Premises consumption.

(b) All garbage and refuse shall be removed from any food
service operation within the Premises prior to the close of business
each day. Tenant shall keep all garbage, refuse and trash from food
service operations in pest-safe closed containers, with appropriate
odor-eliminators, until removal. All garbage and refuse removal shall
be made through the loading dock of the Building without use of the
lobby area or common corridors of the Building, and, during such times
as Tenant leases less than the entire Building, no removal will be
made between the hours of 7:00 a.m. - 9:30 a.m. and 4 p.m. to 7 p.m.

(c) Tenant shall at its expense have all areas utilized
for food service operations, and all adjacent areas of the Premises,
regularly treated (not less than once each thirty (30) days throughout
the Lease Term) by a licensed and reputable pest control contractor or
exterminator for rats, mice, insects and other pests and vermin. The
Tenant's schedule for such treatment and the contractor providing the
treatment shall be reasonably acceptable to the Landlord.

(d) Tenant shall, at Tenant's sole expense:

(i) install, maintain and clean, on a regular
schedule (but not less often than once each thirty (30) days
throughout the Lease Term), and replace as necessary, all
exhaust ductwork and such grease traps as shall be required by
the Landlord to prevent the accumulation of grease or other
waste in the plumbing or venting facilities servicing food
service operation areas of the Premises;

(ii) prevent any obnoxious or objectionable odors
(as reasonably determined by the Landlord) from emanating from
the Premises, either from food preparation or garbage or
otherwise, and install, maintain and clean, on a regular
schedule, and replace as necessary, vents and exhausts or
other suitable devices to prevent the same, as reasonably
required by the Landlord or any legal authorities having
jurisdiction thereof, including, but not limited to, the
installation and/or replacement of filters and other devices
designed to control odors;

<PAGE> 81

(iii) observe any reasonable rules or regulations
promulgated by the Landlord at any time and from time to time
relating to delivery vehicles and the delivery of food,
beverages or merchandise and the storage and removal of trash
and garbage; and not permit any deliveries to be made between
the hours of 7:00 a.m. - 9:30 a.m. and 4:00 p.m. - 7:00 p.m.;

(iv) not dispose of any foreign substances in the
plumbing facilities other than through utilization of
appropriate garbage disposal units; and

(v) carry products liability insurance with
respect to any food service operation of not less than One
Million Dollars ($1,000,000.00).

(e) Tenant expressly acknowledges and agrees that
Landlord shall have no liability for, and Tenant hereby expressly
relieves Landlord of all liability for, damages caused by spoilage of
food.

4. Printing. In addition to the foregoing, Tenant shall in no event
engage, or suffer or permit any other person or entity to engage in
the preparation of photographic reproductions or blueprints in the
Premises.

5. Exercise Facilities; Locker Rooms; Showers. In addition to the
foregoing:

(a) In the event the Tenant contracts with, employs or
otherwise retains an operator for any exercise facility, locker room
or shower in the Premises (each an "Exercise Facility"), Tenant shall
(i) require the operator to be properly licensed, (ii) require that
such operator expressly covenant to observe all of the applicable
terms and conditions of this Exhibit "H", and (iii) enforce the
applicable terms of this Exhibit "H" against such operator.

(b) No Exercise Facility shall be used to render medical
care to any person except for medical assistance rendered to an
employee or partner of Tenant or other user of the Exercise Facility
in the event of an emergency. Use of the Exercise Facility shall be
subject to such reasonable rules and regulations and such security
measures which Landlord and/or Tenant may promulgate from time to
time.

(c) Tenant shall (i) ensure that adequate soundproofing
(as reasonably determined by the Landlord) is installed in the
Exercise Facility so that no sounds inside the Exercise Facility may
be heard outside the Exercise Facility; (ii) ensure that no
objectionable odors emanate from the Exercise Facility; and (iii)
install all security measures necessary to deny unauthorized access to
the Exercise Facility. Landlord shall have no obligation to install,
maintain or operate in the Exercise Facility any devices and equipment
to ensure the safety and well-being of the users of the Exercise
Facility.

(d) Tenant shall post signage in the Exercise Facility
setting forth the rules and regulations governing the use of the same.

6. Ancillary Use Breach; Cessation; Removal.

(a) Upon the occurrence of an Event of Default with
regard to any Ancillary Use or Ancillary Use Equipment (an "Ancillary
Use Breach"), Landlord shall, in addition to (and without limitation
of) its other remedies at law, in equity and under this Lease, have
the right to require Tenant to cease the Ancillary Use in the course
of which such Ancillary Use Breach has arisen until such Ancillary Use
Breach shall be cured. In the event cessation of any Ancillary Use
and/or removal of any Ancillary Use Equipment shall be required by any
governmental authority, Tenant shall, without demand or notice,
promptly (immediately, if so required by a governmental authority)
cease such Ancillary Use and, if applicable, remove the Ancillary Use
Equipment from the Property at Tenant's expense; provided that, Tenant
shall not be required to cease any Ancillary Use or remove any
Ancillary Use Equipment from the Property pursuant to the foregoing
provision of this sentence, so long as (x) Tenant promptly, diligently
and in good faith contests the cessation and/or removal requirement
(as the case may be) by the applicable governmental authority, and (y)
Tenant indemnifies and holds Landlord and the Property

<PAGE> 82

harmless from and against any and all costs, claims, damages,
expenses, fees, liabilities, losses or suits incurred by or on behalf
of, or asserted against, Landlord and/or the Property as a result of
the continued operation of such Ancillary Use and/or continue
existence of Ancillary Use Equipment on the Property or such contest;
and provided further that, in the event that a final, unappealable
decision in any such contest shall require the cessation of such
Ancillary Use and/or removal of Tenant's Equipment, Tenant shall
promptly comply with such decision.

(b) Upon written notice to Tenant (not later than thirty
(30) days after expiration of the Lease Term), Landlord may require
that Tenant remove, after the expiration or sooner termination of the
Lease Term and at Tenant's sole cost and expense, any and/or all
Ancillary Use Equipment installed by or on behalf of Tenant in the
Premises, and restore the Premises to their prior condition; provided
that, Landlord shall have no right to require the removal of (i) any
Ancillary Use Equipment that is customarily considered normal office
improvements for office tenants of all sizes (including, but not
limited to, wiring or cabling which is customarily considered part of
normal office improvements for first-class office tenants of all
sizes), or (ii) any Ancillary Use Equipment installed in the Premises
to which Landlord has consented, unless at the time such consent was
granted Landlord reserved the right to require such removal. Tenant
shall also repair any damage to the Premises caused by the
installation or removal of any Ancillary Use Equipment installed in
the Premises by or on behalf of Tenant.

<PAGE> 1
Exhibit 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the
registration statements on Form S-8 (Nos. 33-47661, 33-68426, 333-00563,
33-01557, and 333-08371) of American Management Systems, Incorporated of our
report dated February 18, 1998, appearing on page 22, of the 1997 Financial
Report which is incorporated in this Annual Report on Form 10-K. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 10 of this Form 10-K.

PRICE WATERHOUSE LLP

Washington, D.C.
March 27, 1998

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DECEMBER
31, 1997 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 49,600
<SECURITIES> 0
<RECEIVABLES> 240,900
<ALLOWANCES> 5,000
<INVENTORY> 0
<CURRENT-ASSETS> 298,900
<PP&E> 103,300
<DEPRECIATION> (58,100)
<TOTAL-ASSETS> 421,400
<CURRENT-LIABILITIES> 130,000
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 238,700
<TOTAL-LIABILITY-AND-EQUITY> 421,400
<SALES> 872,300
<TOTAL-REVENUES> 872,300
<CGS> 502,300
<TOTAL-COSTS> 818,000
<OTHER-EXPENSES> 2,900
<LOSS-PROVISION> 10,600
<INTEREST-EXPENSE> 5,800
<INCOME-PRETAX> 51,400
<INCOME-TAX> 20,200
<INCOME-CONTINUING> 31,200
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 31,200
<EPS-PRIMARY> 0.75
<EPS-DILUTED> 0.74

</TABLE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DECEMBER
31, 1996 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 62,800
<SECURITIES> 0
<RECEIVABLES> 247,700
<ALLOWANCES> 18,900
<INVENTORY> 0
<CURRENT-ASSETS> 323,800
<PP&E> 91,100
<DEPRECIATION> (43,100)
<TOTAL-ASSETS> 424,200
<CURRENT-LIABILITIES> 198,800
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 203,100
<TOTAL-LIABILITY-AND-EQUITY> 424,200
<SALES> 812,200
<TOTAL-REVENUES> 812,200
<CGS> 525,900
<TOTAL-COSTS> 784,600
<OTHER-EXPENSES> 1,400
<LOSS-PROVISION> 15,200
<INTEREST-EXPENSE> 3,200
<INCOME-PRETAX> 26,200
<INCOME-TAX> 10,700
<INCOME-CONTINUING> 15,500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,500
<EPS-PRIMARY> 0.38<F1>
<EPS-DILUTED> 0.37
<FN>
<F1>NOTE: Primary Earnings Per Share represents Basic Earnings Per Share as
required per SFAS No. 128.
</FN>

</TABLE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DECEMBER
31, 1995 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 35,800
<SECURITIES> 0
<RECEIVABLES> 206,100
<ALLOWANCES> (4,900)
<INVENTORY> 0
<CURRENT-ASSETS> 250,800
<PP&E> 73,000
<DEPRECIATION> (35,900)
<TOTAL-ASSETS> 337,500
<CURRENT-LIABILITIES> 135,200
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 175,000
<TOTAL-LIABILITY-AND-EQUITY> 337,500
<SALES> 632,400
<TOTAL-REVENUES> 632,400
<CGS> 348,600
<TOTAL-COSTS> 581,700
<OTHER-EXPENSES> 900
<LOSS-PROVISION> 1,600
<INTEREST-EXPENSE> 2,300
<INCOME-PRETAX> 49,800
<INCOME-TAX> 20,600
<INCOME-CONTINUING> 29,200
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29,200
<EPS-PRIMARY> 0.73<F1>
<EPS-DILUTED> 0.72
<FN>
<F1>NOTE: Primary Earnings Per Share represents Basic Earnings Per Share as
required per SFAS No. 128.
</FN>

</TABLE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEPTEMBER 30, 1997 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> SEP-30-1997
<CASH> 52,500
<SECURITIES> 0
<RECEIVABLES> 250,600
<ALLOWANCES> 5,800
<INVENTORY> 0
<CURRENT-ASSETS> 312,800
<PP&E> 100,700
<DEPRECIATION> (54,800)
<TOTAL-ASSETS> 432,100
<CURRENT-LIABILITIES> 165,000
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 222,200
<TOTAL-LIABILITY-AND-EQUITY> 432,100
<SALES> 642,600
<TOTAL-REVENUES> 642,600
<CGS> 375,200
<TOTAL-COSTS> 608,000
<OTHER-EXPENSES> 3,100
<LOSS-PROVISION> 3,500
<INTEREST-EXPENSE> 4,800
<INCOME-PRETAX> 31,500
<INCOME-TAX> 13,400
<INCOME-CONTINUING> 18,100
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,100
<EPS-PRIMARY> 0.44<F1>
<EPS-DILUTED> 0.43
<FN>
<F1>NOTE: Primary Earnings Per Share represents Basic Earnings Per Share as
required per SFAS No. 128.
</FN>

</TABLE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE
30, 1997 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 38,200
<SECURITIES> 0
<RECEIVABLES> 257,200
<ALLOWANCES> 8,000
<INVENTORY> 0
<CURRENT-ASSETS> 304,200
<PP&E> 98,300
<DEPRECIATION> (51,100)
<TOTAL-ASSETS> 419,400
<CURRENT-LIABILITIES> 156,500
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 216,900
<TOTAL-LIABILITY-AND-EQUITY> 419,400
<SALES> 417,200
<TOTAL-REVENUES> 417,200
<CGS> 242,800
<TOTAL-COSTS> 392,500
<OTHER-EXPENSES> 1,600
<LOSS-PROVISION> 2,600
<INTEREST-EXPENSE> 3,000
<INCOME-PRETAX> 23,100
<INCOME-TAX> 9,500
<INCOME-CONTINUING> 13,600
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,600
<EPS-PRIMARY> 0.33<F1>
<EPS-DILUTED> 0.32
<FN>
<F1>NOTE: Primary Earnings Per Share represents Basic Earnings Per Share as
required per SFAS No. 128.
</FN>

</TABLE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH
31, 1997 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 30,500
<SECURITIES> 0
<RECEIVABLES> 250,400
<ALLOWANCES> 19,700
<INVENTORY> 0
<CURRENT-ASSETS> 294,300
<PP&E> 94,300
<DEPRECIATION> (46,900)
<TOTAL-ASSETS> 395,000
<CURRENT-LIABILITIES> 137,500
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 210,500
<TOTAL-LIABILITY-AND-EQUITY> 395,000
<SALES> 196,300
<TOTAL-REVENUES> 196,300
<CGS> 113,400
<TOTAL-COSTS> 186,300
<OTHER-EXPENSES> 300
<LOSS-PROVISION> 800
<INTEREST-EXPENSE> 1,300
<INCOME-PRETAX> 9,700
<INCOME-TAX> 4,000
<INCOME-CONTINUING> 5,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,700
<EPS-PRIMARY> 0.14<F1>
<EPS-DILUTED> 0.14
<FN>
<F1>NOTE: Primary Earnings Per Share represents Basic Earnings Per Share as
required per SFAS No. 128.
</FN>

</TABLE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEPTEMBER 30, 1996 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> SEP-30-1996
<CASH> 26,200
<SECURITIES> 0
<RECEIVABLES> 272,700
<ALLOWANCES> 6,700
<INVENTORY> 0
<CURRENT-ASSETS> 340,700
<PP&E> 82,300
<DEPRECIATION> 40,100
<TOTAL-ASSETS> 404,300
<CURRENT-LIABILITIES> 173,900
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 208,500
<TOTAL-LIABILITY-AND-EQUITY> 404,300
<SALES> 587,700
<TOTAL-REVENUES> 587,700
<CGS> 354,900
<TOTAL-COSTS> 186,900
<OTHER-EXPENSES> 1,700
<LOSS-PROVISION> 1,800
<INTEREST-EXPENSE> 2,400
<INCOME-PRETAX> 44,200
<INCOME-TAX> 18,600
<INCOME-CONTINUING> 25,600
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,600
<EPS-PRIMARY> 0.63<F1>
<EPS-DILUTED> 0.61
<FN>
<F1>NOTE: Primary Earnings Per Share represents Basic Earnings Per Share as
required per SFAS No. 128.
</FN>

</TABLE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE 30,
1996 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> JUN-30-1996
<CASH> 13,200
<SECURITIES> 0
<RECEIVABLES> 260,600
<ALLOWANCES> 5,900
<INVENTORY> 0
<CURRENT-ASSETS> 285,300
<PP&E> 76,300
<DEPRECIATION> 36,400
<TOTAL-ASSETS> 375,200
<CURRENT-LIABILITIES> 154,400
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 197,400
<TOTAL-LIABILITY-AND-EQUITY> 375,200
<SALES> 370,200
<TOTAL-REVENUES> 370,200
<CGS> 224,900
<TOTAL-COSTS> 118,800
<OTHER-EXPENSES> 800
<LOSS-PROVISION> 1,000
<INTEREST-EXPENSE> 1,400
<INCOME-PRETAX> 25,700
<INCOME-TAX> 10,800
<INCOME-CONTINUING> 14,900
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,900
<EPS-PRIMARY> 0.37<F1>
<EPS-DILUTED> 0.36
<FN>
<F1>NOTE: Primary Earnings Per Share represents Basic Earnings Per Share as
required per SFAS No. 128.
</FN>

</TABLE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH
31, 1996 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 23,200
<SECURITIES> 0
<RECEIVABLES> 225,900
<ALLOWANCES> 5,400
<INVENTORY> 0
<CURRENT-ASSETS> 259,600
<PP&E> 70,800
<DEPRECIATION> 33,100
<TOTAL-ASSETS> 343,900
<CURRENT-LIABILITIES> 134,000
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 184,700
<TOTAL-LIABILITY-AND-EQUITY> 343,900
<SALES> 181,400
<TOTAL-REVENUES> 181,400
<CGS> 109,500
<TOTAL-COSTS> 169,900
<OTHER-EXPENSES> 200
<LOSS-PROVISION> 500
<INTEREST-EXPENSE> 700
<INCOME-PRETAX> 11,300
<INCOME-TAX> 4,700
<INCOME-CONTINUING> 6,600
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,600
<EPS-PRIMARY> 0.16<F1>
<EPS-DILUTED> 0.16
<FN>
<F1>NOTE: Primary Earnings Per Share represents Basic Earnings Per Share as
required per SFAS No. 128.
</FN>

</TABLE>