DEED OF LEASE AGREEMENT

 

                                                                   Exhibit 10.22

                            DEED OF LEASE AGREEMENT

      THIS DEED OF LEASE AGREEMENT (hereinafter referred to as "this Lease"),
made this 1st day of March, 1995, by and between Bricks In The Sticks, LTD, a
corporation organized and existing under the laws of Virginia having as address
of 4219 Lafayette Center Drive, Chantilly, Virginia (hereinafter referred to as
the "Landlord"), and Telco Communications Group, Inc., a corporation organized
and existing under the laws of Virginia having an address of 4219 Lafayette
Center Drive, Chantilly, VA 22021 (hereinafter referred at to as the "Tenant").

      WITNESSETH, THAT FOR AND IN CONSIDERATION of the mutual entry into
this lease by the parties hereto, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged by each party hereto,
the Landlord hereby leases to the Tenant and the Tenant hereby leases from the
Landlord all of that real property, situate and lying in Chattanooga, TN, which
consists of the space (containing 5439 square feet of floor area) outlined and
attached hereto as EXHIBIT A (hereinafter referred to as the "Premises") and
located at 800 East Main Street, Chattanooga, TN (hereinafter referred to as the
"Building"); Hamilton County, TN (the Premises, the remainder of the Building,
such tract of land, other buildings thereon, and any other buildings or
improvements to be constructed thereon being hereinafter referred to
collectively as the "Property"). In addition to the premises, Tenant is granted
the right of nonexclusive use, in common with others, of the automobile parking
areas and other common facilities designated by Landlord.

      SUBJECT TO THE OPERATION AND EFFECT of any and all instruments and
matters of record or in fact.

      UPON THE TERMS AND SUBJECT TO THE CONDITIONS which are hereinafter set
forth:

Section 1.  TERM

      1.1 Length. This Lease shall be for a term (hereinafter referred to
as the "Term") (a) commencing on the 1st day of March, 1995 when the Landlord
shall tender possession thereof to the Tenant (hereinafter referred to as the
"Commencement Date" except that if the date of such commencement is hereinafter
advanced or postponed pursuant to any provision of this Lease, or by written
agreement of the parties hereto, the date to which it is advanced or postponed
shall thereafter be the "Commencement Date" for all purposes of the provisions
of this Lease), and (b) terminating at 12:01am, local time, on February 1, 2000
hereinafter referred to as the "Termination Date", except that if the date of
such termination is hereafter advanced or postponed pursuant to any provision of
this Lease, or by written agreement of the parties hereto, the date to which it
is advanced or postponed shall thereafter be the Termination Date for all
purposes of the provisions of this Lease as applicable thereafter).

      1.2 Intentionally Omitted.

      1.3 Intentionally Omitted.

      1.4 Surrender. The Tenant shall at its expense, at the expiration of
the Term or any earlier termination of this Lease, (a) promptly surrender to the
Landlord possessions of the Premises (including any fixtures or other
improvements which, under the provisions of Section 5, are owned by the
Landlord) in good order and repair (ordinary wear and tear excepted) and broom
clean. (b) remove therefrom the Tenant's sign, goods, and effects and any
machinery, trade fixtures and equipment used in conducting the Tenant's trade or
business and not owned by the Landlord, and (c) repair any damage to the
premises or the Building caused by such removal.

      1.5 Holding Over.

            1.5.1  If the Tenant continues to occupy the premises after the
expiration of the Term or any earlier termination of this Lease after obtaining
the Landlord's express, written consent thereto,

            (a) such occupancy shall (unless the Parties hereto otherwise
agree in writing) be deemed to be under a month-to-month tenancy, which shall
continue until either party hereto notifies the other in writing, by at least
thirty (30) days before the end of the calendar month, that the notifying party
elects to terminate such tenancy at the end of such calendar month, in which
event such tenancy shall so terminate;

            (b) anything contained in the foregoing provisions of this
Section to the contrary notwithstanding, the rent payable for each such
monthly period shall equal one-twelfth (1/12) of the Base Rent and the
Additional Rent payable under the provisions of subsection 2.2 (calculated in
accordance with such provisions of subsection 2.2 as if this Lease had been
renewed for a period of twelve (12) full calendar months after such expiration
or earlier termination of the Term of such renewal); and

            (c) such month-to-month tenancy shall be upon the same terms
and subject to the same conditions as those set forth in the provisions of this
Lease. The monthly rent, however, will be 104% of that payable immediately prior
to the commencement of the month to month tenancy; provided, that if the
Landlord gives the Tenant, by at least thirty (30) days before the end of any
calendar month during such month-to-month tenancy, written notice that such
terms and conditions (including any thereof relating to the amount or payment of
Rent) shall, after such month, be modified in any manner specified in such
notice, then such tenancy shall, after such month, be upon the said terms and
subject to the said conditions, as so modified.

      1.5.2 If the Tenant continues to occupy the premises more than ninety
(90) days after the expiration of the Term or any earlier termination of this
Lease without obtaining the Landlord's express, written consent thereto, such
occupancy shall be on the same terms and subject to the same conditions as those
set forth in the provisions of paragraph 1.4.1, except that, anything contained
in the provisions of this Lease to the contrary notwithstanding, (a) the rental
payable during the period of such occupancy shall equal one hundred fifty
percent (150%) of the rent which would be payable 

during such period under the provisions of subparagraph 1.5.1 (b), had the 
Tenant obtained the Landlord's express, written consent to such occupancy as 
aforesaid, (b) nothing in the provisions of paragraph 1.5.1 or any other 
provisions of this Lease shall be deemed in any way to alter or impair the 
Landlord's right immediately to evict the Tenant or exercise its other rights 
and remedies under the provision of this Lease or applicable law on account of 
the Tenant's occupancy of Premises without having obtained such consent.

Section 2. RENT

        2.1 Amount. As rent for the premises (all of which is hereinafter
referred to collectively as "Rent"), the Tenant shall pay to the Landlord in
advance, without demand, deduction or set off, for the entire Term hereof, all
of the following:

            2.1.1.  Base Rent. An annual rent (hereinafter referred to as the 
"Base Rent") comprised of the aggregate of the following components:

            For the first Lease year during the Term, the sum of $27,195.00
Dollars plus (if the Term commences on a day other than the first (1st) day
of a calendar month) one three hundred sixty-fifth (1/365) of the Base Rent for
each day of such calendar month falling within the Term payable in advance in
equal monthly installments as set forth in EXHIBIT C*.

            2.1.2.  Additional Rent. Additional rent (hereinafter referred to as
"Additional Rent") in the amount of any payment referred to as such in any
provision of this Lease which accures while this Lease is in effect.

            2.1.3.  Lease Year. As used in the provisions of this Lease, the 
term "Lease Year" means (a) the period commencing on the Commencement Date and 
termination on the first (1st) anniversary of the last day of the calendar month
containing the Commencement Date, and (b) each successive period of twelve (12) 
calendar months thereafter during the Term.

            2.1.4.  Adjustment Month. The calendar month of March.

        2.2 Annual Operating Costs.

            2.2.1.  Operating Expense. Tenant will pay all Operating Expenses 
with the exception of Real Estate Taxes, during the first year of this lease. 
Thereafter Tenant shall pay any increase in the base year real estate taxes.

            2.2.2.  Operating Expense Definition. For the purposes hereof
the term "Operating Expenses" shall mean all costs and expenses paid or incurred
on an accrual basis by Landlord in connection with the ownership, management,
operation, servicing and maintenance of the building and common grounds
including, but not limited to, employees' wages, salaries and welfare and fringe
benefits; payroll taxes; Real Estate Taxes; electricity, gas oil and other
fuels; utility charges; premiums for fire and casualty, liability, workmen's
compensation and other insurance; repairs and maintenance to the Building;
janitorial and cleaning supplies, uniforms and dry cleaning; window

cleaning; service contracts for the maintenance of HVAC and other mechanical 
equipment; and management fees.

      Operating Expenses shall not include capital expenses principal or
interest payments on any Deed of Trust or other financing encumbrances, expenses
incurred in leasing or procuring Tenants including lease commissions,
advertising costs and expenses or renovating space for Tenants, the costs of
special services or utilities separately chargeable to other Tenants in the
building and compensation paid to any executive employee of Landlord.

            2.2.3.  Computation. After the end of each calendar year during
the Term, the Landlord shall compute the total of the Annual Operating Costs
incurred for all of the Property during such calendar year, and shall allocate
them to the gross rentable space within the Property in proportion to the
respective operating costs percentages assigned to such spaces; provided, that
anything contained in the foregoing provisions of this Subsection 2.2 to the
contrary notwithstanding, wherever the Tenant and/or any other tenant of space
within the Property has agreed in its lease or otherwise to provide any item of
such services partially or entirely at its own expense, or wherever in the
Landlord's judgement any such significant item of expense is not incurred with
respect to or for the benefit of all of the gross rentable space within the
Property, in allocating the Annual Operating Costs pursuant to the foregoing
provisions of this subsection the Landlord shall make an appropriate adjustment,
using generally accepted accounting principles, as aforesaid, so as to avoid
allocating to the Tenant or to such other tenant (as the case may be) those
Annual Operating Costs covering such services already being provided by the
Tenant or by such other tenant at its own expense, or to avoid allocating to all
of the gross rentable space within the Property those Annual Operating Costs
incurred only with respect to a portion thereof, as aforesaid.

            2.2.4.  Payment as Additional Rent. The Tenant shall, within
thirty (30) days after demand therefore by the Landlord (with respect to each
calendar year during the Term), accompanied by a statement setting forth in
reasonable detail the Annual Operating Costs for such calendar year, pay to the
Landlord as Additional Rent the amount of the Tenants operating costs percentage
of the Annual Operating Costs for such calendar year (as derived and allocated
under the provisions of paragraph 2.2.3.).

            2.2.5.  Proration. If only part of any calendar year falls within
the Term, the amount computed as Additional Rent for such calendar year under
the foregoing provisions of this subsection shall be prorated in proportion to
the portion of such calendar year falling within the Term (but the expiration of
the term before the end of a calendar year shall not impair the Tenant's
obligation hereunder to pay such prorated proportion of such Additional rent for
that portion of such calendar year falling within the Term, which shall be paid
on demand, as aforesaid).

            2.2.6.  Landlord's right to estimate. Anything contained in the
foregoing provisions of this subsection to the contrary notwithstanding the
Landlord may, at its discretion, (a) make from time to time during the Term a
reasonable estimate of the Additional Rent which may become due under such
provisions for any calendar year, (b) require the Tenant to pay to the Landlord
for each calendar month during such year one-twelfth (1/12) of such Additional
Rent, at the time and in the manner that the Tenant is required hereunder to pay
the monthly installment of the Base Rent for

such month, and (c) at the Landlord's reasonable discretion, increase or
decrease form time to time during such calendar year the amount initially so
estimated for such calendar year, all by giving the Tenant written notice
thereof, accompanied by a schedule setting forth in reasonable detail the
expenses comprising the Annual Operating costs, as so estimated. In such event,
the Landlord shall cause the actual amount of such Additional Rent to be
computed and certified to the Tenant within ninety (90) days after the end of
such calendar year, and the Tenant or the Landlord, as the case may be, shall
pay within thirty (30) days to the other the amount of any deficiency or
overpayment therein, as the case may be.

            2.2.7.  Tenant shall be entitled to a reasonable review and/or
audit of the books and records kept in connection with the calculation of
Operating Expenses for the Building at the office of the Landlord's property
manager during business hours. Tenant shall give Landlord and such manager at
least seven days prior written notice before undertaking any such audit. Any
audit shall be at Tenant's sole cost and expense, except that if such an audit
shall reveal that the amount charged to Tenant as its share of Operating
Expenses in any one year exceeds by more than 10% the amount which is actually
owed by Tenant for such year, then Landlord shall reimburse Tenant the overage
in addition to the reasonable out-of-pocket costs of such audit within 30 days
or, at Tenant's option, credit such amount against the next payment of rent
coming due hereunder. Tenant shall not be entitled to more than one audit in any
12-month period in the Lease Term.

       2.3. When due and payable.

            2.3.1. the Base Rent for any Lease Year shall be due and payable in 
twelve (12) consecutive, equal monthly installments, in advance, on the first 
(1st) day of each calendar month during such Lease Year; provided, that the 
installment of the Base Rent payable for the first full calendar month of the 
term (and, if the Term commences on a day other than the first (1st) day of a 
calendar month, that portion of the Base Rent which is payable for such month) 
shall be due and payable on the date hereof.

            2.3.2.  Any Additional Rent accruing to the Landlord under any
provision of this Lease shall, except as is otherwise set forth herein, be due
and payable when the installment of the Base Rent next falling due after such
Additional Rent accrues and becomes due and payable, unless the Landlord makes
written demand upon the Tenant for payment thereof at any earlier time, in which
event such Additional Rent shall be due and payable at such time.

            2.3.3.  Each such payment shall be made when due, without any
deduction or set off whatsoever, and without demand, failing which the Tenant
shall pay to the Landlord as Additional Rent, on which such payment is due but
unpaid within ten (10) days after written notice from Landlord, a late charge
equalling five percent (5%) of such payment.

       2.4  Where payable. The Tenant shall pay the Rent, in lawful currency of
the United States of America, to the Landlord by delivering or mailing it
(postage prepaid) to the Landlord's address which is set forth hereinabove, or
to such other address as the Landlord from time to time specifies by written
notice to the Tenant. Any payment made by the Tenant to the Landlord on account
of Rent may be credited by the Landlord to the payment of any Rent then past due
before being

credited to Rent currently falling due. Any such payment which is less than the
amount of Rent then due shall constitute a payment made on account thereof, the
parties hereto hereby agreeing that the Landlord's acceptance of such payment
(whether or not with or accompanied by an endorsement or statement that such
lesser amount or the Landlord's acceptance thereof constitutes payment in full
of the rights hereunder to be paid all of such amount then due, or in any other
respect.

      2.5 Tax on Lease. If federal, state or local law now or hereafter imposes
any tax, assessment, levy or other charge (other than any income, inheritance or
estate tax) directly or indirectly upon (a) the Landlord with respect to this
Lease or the value thereof, (b) the Tenant's use or occupancy of the Premised,
(c) the Base Rent, Additional Rent or any other sum payable under this Lease, or
(d) this transaction, then (except if and to the extent that such tax,
assessment, levy or other charge is included in the Annual Operating Costs) the
Tenant shall pay the amount thereof as Additional Rent to the Landlord upon
demand, unless the Tenant is prohibited by law from doing so in which event the
Landlord may, at its election, terminate this Lease by giving written notice
thereof to the Tenant.

      2.6 Security deposit

            2.6.1.  Simultaneously with the execution of this lease by Tenant, 
the Tenant shall deposit with the Landlord the sum of one months rent 
($2,266.25), as security for the Tenant's payment of the Rent and performance of
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all of its other obligations under the provisions of this Lease.

            2.6.2.  On the occurrence of an Event of Default, the Landlord shall
be entitled, at its sole discretion;

                    (a) to apply any or all of such sum in payment of (i) any 
rent then due and unpaid, (ii) any expense incurred by the Landlord in curing 
any such default, and/or (iii) any damages incurred by the Landlord by reason 
of such default (including, by way of example rather than of limitation, that 
of reasonable attorney's fees); and/or

                    (b) to retain any or all of such sum in liquidation of any 
or all damages suffered by the Landlord by reason of such default.

            2.6.3.  On the termination of this Lease, any of such sum which
is not so applied or retained shall be returned to the Tenant within forty-five
(45) days of the Lease termination date.

            2.6.4.  Such sum shall bear interest while being held by the
Landlord hereunder, at a passbook rate of interest, but shall not be required to
be held in a separate account.

            2.6.5.  In the event of a transfer of Landlord's interest in
the Lease Premises, Landlord shall have the right to transfer the Security
Deposit to the transferee thereof. In such event, upon the delivery by Landlord
to Tenant of such transferee's written acknowledgement of its receipt of such
Security Deposit, Landlord shall be deemed to have been released by Tenant from

all liability or obligation for the return of such Security Deposit, and Tenant
agrees to look solely to such transferee for the return of the Security Deposit
and the transferee shall be bound by all provisions of this Lease relating to
the return of the Security Deposit.

Section 3.  USE OF PREMISES.

        3.1 The Tenant shall, continuously throughout the Term occupy and use
the Premises for and only for corporate office purposes.

        3.2 The Tenant shall not violate any applicable law, ordinance or
regulation through its use of the premises or any portion of the property.

            3.2.1.  The Building has been designated as a non smoking building. 
Tenants, its guests and visitors shall refrain from smoking on the premises.

        3.3 License.

            3.3.1.  The Landlord hereby grants to the Tenant a
Non-exclusive license to use (and to permit its officer, directors, agents,
employees and invitees to use in the course of its business at the Premises):

                    (a) if applicable, any and all elevators, common stairways, 
lobbies, common hallways and other portions of the Building which, by their 
nature, are manifestly designed and intended for common use by the occupants of 
the Building, for pedestrian ingress and egress to and from the Premises and for
any other such manifest purposes; and

                    (b) any and all proportions of the said tract of land on 
which the Building is located (excluding that portion thereof which is improved 
by any other building) which, by their nature, are manifestly designed and 
intended for common use by the occupants of the Building and of any other 
improvements on such tract, for pedestrian ingress and egress to and from the 
Premises and for any other such manifest purposes; and

                    (c) any and all portions of such tract of land as from time 
to time are designated (by striping or otherwise) by the Landlord for such 
purpose, for the parking of automobiles.

            3.3.2.  Such license shall be exercised in common with the exercise 
thereof by the Landlord, any tenant or owner of the building or any other 
building located on such tract, and their respective officers, directors, 
agents, employees and invitees, and in accordance with the Rules and Regulations
promulgated from time to time pursuant to the provisions of Section 11.

      3.4 Signs. The Tenant shall have the right to erect from time to time
within the premises such signs as it desires, in accordance with applicable law
and Landlord's building standard signage criteria, except that the Tenant shall
not erect any sign within the premises, or elsewhere, in any

place where such sign is visible primarily from the exterior of the Premises, 
unless the Landlord has given its express, written consent thereto.

Section 4. INSURANCE AND INDEMNIFICATION.

        4.1 Increase in risk.

               4.1.1.  The Tenant shall not do or permit to be done any act or 
thing as a result of which either (a) any policy of insurance of any kind 
covering (i) any or all of the Property or (ii) any liability of the Landlord 
in connection therewith may become void or suspended, or (b) the insurance risk 
under any such policy would (in the opinion of the insurer thereunder) be made 
greater; and

               4.1.2.  In the event Tenant continues such activity after written
notice by Landlord of such pending increase in premium, then Tenant shall pay as
Additional Rent the amount of any increase in any premium for such insurance
resulting from any breach of such covenant.

        4.2 Insurance to be maintained by Tenant.

               4.2.1.  The tenant shall maintain at its expense, throughout the 
Term, insurance against loss or liability in connection with bodily injury, 
death, property damage or destruction, occurring within the Premises or arising 
out of the use thereof by the Tenant or its agents, employees, officers, or 
invitees, visitors and guests, under one or more policies of general public 
liability insurance having such limits not less than (a) One Million Dollars 
($1,000,000.00) for bodily injury to or death of any one person during any one 
occurrence and (b) Five Hundred Thousand Dollars ($500,000.00) for property 
damage or destruction during any one occurrence. Each such policy shall 
(a) name as the insured thereunder the Landlord and the Tenant, (b) by its
terms, not be cancelable without at least thirty (30) days' prior written notice
to the Landlord, and (c) be issued by an insurer of recognized responsibility
licensed to issue such policy in Virginia.

               4.2.2.  (a) At least five (5) days after written request by 
Landlord, the Tenant shall deliver to the Landlord an original or signed 
duplicate copy of each such policy, and (b) at least thirty (30) days before 
any such policy expires, the Tenant shall deliver to the Landlord an original 
or a signed duplicate copy of a replacement policy therefore; provided, that so 
long as such insurance is otherwise in accordance with the provisions of this 
Section, the Tenant may carry any such insurance under a blanket policy covering
the premises for the risks and in the minimum amounts specified in paragraph 
4.2.1., in which event the Tenant shall deliver to the Landlord two (2) 
insurer's certificates therefor in lieu of an original or a copy thereof, as 
aforesaid.

        4.3 Insurance to be maintained by Landlord

               4.3.1.  Tenant agrees to pay to Landlord, as Additional Rent, its
building proportional share in subsection 2.2.1 (b) of the cost of fire and
extended coverage insurance, rent insurance, liability insurance and any other
insurances as may be maintained by the Landlord and

are reasonably required by the holders of any mortgages, deed of trust or ground
leases on the Building.

        4.4 Waiver of subrogation. If either party hereto is paid any proceeds 
under any policy of insurance naming such party as an insured, on account of any
loss, damage or liability, then such party hereby releases the other party 
hereto, to and only to the extent of the amount of such proceeds, from any and 
all liability for such loss, damage or liability, notwithstanding that such 
loss, damage or liability may arise out of the negligent or intentionally 
tortious act or omission of the other party, its agents or employees; provided, 
that such release shall be effective only as to a loss damage or liability 
occurring while the appropriate policy of insurance of the releasing party 
provides that such release shall not impair the effectiveness of such policy or 
the insured's ability to recover thereunder. Each party hereto shall use 
reasonable efforts to have a clause or clauses to such effect included in its 
said policies, and shall promptly notify the other in writing if which clause 
cannot be included in any such policy.

        4.5 Liability of parties. Except if and to the extent that such party is
released from liability to the other party hereto pursuant to the provision of
subsection 4.4.

               4.5.1.  the Landlord and Tenant (a) shall be responsible for, and
shall indemnify and hold harmless each other against and from any and all
liability arising out of, any injury to or death of any person or damage to any
property, occurring anywhere upon the Property, if, only and to the extent that
such injury death, or damage is proximately caused by the grossly negligent or
intentionally tortious act or omission of the other or its agents, officers or
employees, but (b) shall not be responsible for or be obligated to indemnify or
hold harmless the Tenant against of from any liability for any such injury,
death or damage occurring anywhere upon the Property (including the Premises),
(i) by reason of the Tenants occupancy or use of the Premises or any other
portion of the property, or (ii) because of fire, windstorm, act of God or other
cause unless solely caused by such gross negligence or intentionally tortious
act or omission of the Landlord, as aforesaid; and

               4.5.2.  subject to the operation and effect of the foregoing 
provisions of this subsection unless damage caused by gross negligence of 
willful misconduct of Landlord, the Tenant shall be responsible for, and shall 
defend, indemnify and hold harmless the Landlord against and from, any and all 
liability or claim of liability arising out of any injury to or death of 
any person or damage to any property, occurring within the Premises.

Section 5. IMPROVEMENTS TO PREMISES

        5.1 By Landlord.

               5.1.1.  Intentionally Omitted.

               5.1.2.  The Landlord shall use its best efforts to complete such 
improvements by the date on which the Tenant is entitled to occupy the premises 
pursuant to this Lease, but shall have no liability to the Tenant hereunder if
prevented from doing so by reason of any (a) strike, lockout or

other labor troubles, (b) government restrictions or limitations, (c) failure or
shortage of electrical power, gas, water, fuel, oil, or other utility or 
service, (d) riot, war, insurrection or other national or local emergency, 
(e) accident, flood, fire or other casualty, (f) adverse weather condition, 
(g) other act of God, (h) inability to obtain a building permit, or (i) other
cause similar or dissimilar to any of the foregoing and beyond the Landlord's
reasonable control. In such event, (a) the Commencement Date shall be postponed
for a period equalling the length of such delay, (b) the Termination Date shall
be determined pursuant to the provisions of subsection 1.1 by reference to the
Commencement Date as so postponed, and (c) the Tenant shall accept possession of
the premises within three (3) days after such completion.

        5.2 By Tenant. The Tenant shall not make any alteration, addition or 
improvement to the Premises without first obtaining the Landlord's written 
consent thereto not to be unreasonably withheld, conditioned or delayed. If the 
Landlord consents to any such proposed alteration, addition or improvement, it 
shall be made at the Tenant's sole expense (and the Tenant shall hold the 
Landlord Harmless from any cost incurred on account thereof), and shall not 
interfere with the use and enjoyment of the remainder of the Property by any 
tenant thereof or other person. Landlord must indicate at time of approval 
whether such improvements will be subject to section 5.4.

        5.3 Mechanic's Lien. The Tenant shall (a) immediately after it is filed
or claimed, bond or have released any mechanics, materialman's or other lien
filed or claimed against any or all of the Premises, the property, or any other
property owned or leased by the Landlord, by reason of labor or materials
provided for the Tenant or any of its contractors or subcontractors (other than
labor or material provided by Landlord pursuant to the provisions of subsection
5.1), or otherwise arising out of the Tenant's use or occupancy of the Premises
or any other portion of the Property, and (b) defend, indemnify and hold
harmless the Landlord against and from any and all liability, claim of liability
or expense (including, by way of example rather than of limitation, that of
reasonable attorneys' fees) incurred by the Landlord on account of any such lien
or claim.

        5.4 Fixtures. Any and all improvements, repairs, alterations and all
other property attached to, used in connection with or otherwise installed
within the Premises by the Landlord or the Tenant shall, immediately on the
completion of their installation, become the Landlord's property without payment
therefor by the Landlord, except that any machinery, equipment or fixtures
installed by the Tenant and used in the conduct of the Tenant's trade or
business (rather than to service the premises or any of the remainder of the
Building or the property generally) shall remain the Tenant's property.

Section 6. UTILITIES AND SERVICES

        6.1 Utilities. Landlord agrees to provide at its cost water, electricity
and telephone service connections into the Building and shall pay for all water,
gas, heat, light, power, sewer, sprinkler charges and other utilities, and
services used on or from the Premises, including site utilities, together with
any taxes, penalties, surcharges or the like pertaining thereto and any
maintenance charges for utilities and shall furnish all electric light bulbs and
tubes during normal hours of operation which shall be from 8:00 a.m. to 6:00
p.m. Monday through Friday and from 9:00 a.m.

to 1:00 p.m. on Saturday. If any such services are not separately metered to 
Tenant, Tenant shall pay its proportionate share as determined by Landlord of 
all charges jointly metered within the Building.

        6.2 Extraordinary services. Tenant shall not without first obtaining the
Landlord's written consent thereto, install within the premises and electrical
machinery, appliances or equipment which in the aggregate utilizes in excess of
500 amperes of electric capacity.

        6.3 Interruption. The Landlord shall have no liability to the tenant on 
account of any failure, modification or interruption of any such service which 
either (a) arises out of any of the causes enumerated in the provisions of 
subsection 5.1, or (b) is required by applicable law (including, by way of 
example rather than of limitation, any federal law or regulation relating to the
furnishing or consumption of energy or the temperature of buildings).

Section 7. LANDLORD'S RIGHT OF ENTRY

        The Landlord and its agents shall be entitled to enter the Premises at
any reasonable time (a) to inspect the premises, (b) to exhibit the premises to
any existing or prospective purchaser tenant or Mortgagee thereof, (c) to make
any alteration, improvement or repair to the Building or the Premises, or 
(d) for any other purpose relating to the operation or maintenance of the 
Property; provided, that the Landlord shall (a) (unless doing so is impractical
or unreasonable because of emergency) give the Tenant at least twenty-four (24)
hours' prior notice of its intention to enter the Premises, and (b) use
reasonable efforts to avoid thereby interfering more than is reasonably
necessary with the Tenant's use and enjoyment thereof. Notwithstanding the
foregoing, Landlord's right to entry is subject to the requirements of the
Defense Security Regulations except in the case of emergency.

Section 8. FIRE AND OTHER CASUALTIES.

        8.1 General. If fifty percent (5O%) or less of the Premises are damaged 
by fire or other casualty during the term.

              8.1.1.  the Landlord shall restore the Premises with reasonable 
promptness (taking into account the time required by the Landlord to effect a 
settlement with, and to procure any insurance proceeds from, any insurer against
such casualty, but in any event begin restoration within ninety (90) days after 
the date of such casualty) to substantially their condition immediately before 
such casualty, and may temporarily enter and possess any or all of the Premises 
for such purpose (provided, that the Landlord shall not be obligated to repair, 
restore or replace any fixture, improvement, alteration, furniture or other 
property owned, installed or made by the Tenant), but

              8.1.2.  the times for commencement and completion of any such 
restoration shall be extended for the period of any delay occasioned by the 
Landlord in doing so arising out of any of the causes enumerated in the 
provisions of subsection 5.1. If the Landlord undertakes to restore the 
Premises and such restoration is not accomplished within the said period of one 
hundred eighty (180) days plus the period of any extension thereof, as 
aforesaid, the Tenant may terminate this

Lease by giving written notice thereof to the Landlord within thirty (30) days 
after the expiration of such period, as so extended; and

              8.1.3.  so long as the Tenant is deprived of the use of any or 
all of the Premises on account of such casualty, the Base Rent and any
Additional Rent payable under the provisions of subsection 2.2 shall be abated
in proportion to the number of square feet of the Premises rendered
substantially unfit for occupancy by such casualty, unless, because of any such
damage, the undamaged portion of the Premises is made materially unsuitable for
use by the Tenant for the purposes set forth in the provisions of Section 3, in
which event the Base Rent and any such Additional Rent shall be abated entirely
during such period of deprivation.

      8.2 Substantial destruction. Anything contained in the foregoing 
provisions of this Section to the contrary notwithstanding,

              8.2.1.  if during the Term the Building is so damaged by fire or 
other casualty that (a) either in excess of fifty percent (50%) of the premises 
or (whether or not the Premises are damaged) the Building are rendered 
substantially unfit for occupancy, as reasonably determined by the Landlord, or 
(b) the Building is damaged to the extent that the Landlord reasonably elects to
demolish the Building, or if any Mortgage requires that any or all of such 
insurance proceeds be used to retire any or all of the debt secured by its 
Mortgage, then in any such case the Landlord may elect to terminate this Lease 
as of the date of such casualty, by giving written notice thereof to the Tenant 
within thirty (30) days after such date; and

              8.2.2.  in such event, (a) the Tenant shall pay to the Landlord
the Base Rent and any Additional Rent payable by the Tenant hereunder and
accrued through the date of such termination, (b) the Landlord shall repay to
the Tenant any and all prepaid Rent for periods beyond such termination within
thirty (30) days of such date and (c) the Landlord may enter upon and repossess
the premises without further notice.

      8.3 Tenant's negligence. Anything contained in any provision of this Lease
to the contrary notwithstanding, if any such damage to the premises, the 
Building or both are caused by or result from the negligent or intentionally 
tortious act or omission of the Tenant, those claiming under the Tenant or any 
of their respective officers, employees, agents or invitees.

              8.3.1.  The Rent shall not be suspended or apportioned as
aforesaid, and

              8.3.2.  except if any and to the extent that the Tenant is
released from liability or Tenant has elected to repair, which election shall be
promptly communicated to Landlord, and Tenant is diligently pursuing such repair
therefor pursuant to the provisions of subsection 4.4, the Tenant shall pay to
the Landlord upon demand, as Additional Rent, the cost of (a) any repairs and
restoration made or to be made as a result of such damage, or (b) (if the
Landlord elects not to restore the Building) any damage or loss which the
Landlord incurs as a result of such damage.

Section 9. CONDEMNATION.

      9.1 Right to award.

              9.1.1.  If any or all of the Premises are taken by the exercise of
any power of eminent domain or are conveyed to or at the direction of any
governmental entity under a threat of any such taking (each of which is
hereinafter referred to as a "Condemnation"), the Landlord shall be entitled to
collect from the condemning authority thereunder the entire amount of any award
made in any such proceeding or as consideration for such conveyance, without
deduction there from for any Leasehold or other estate held by the Tenant under
this Lease.

              9.1.2.  The Tenant hereby (a) assigns to the Landlord all of the 
Tenant's right, title and interest, if any, in and to any such award; (b) waives
any right which it may otherwise have in connection with such Condemnation, 
against the Landlord or such condemning authority, to any payment for (1) the 
value of the then-unexpired portion of the term, (ii) leasehold damages, and 
(iii) any damage to or diminution of the value of the Tenant's leasehold 
interest hereunder or any portion of the Premises not covered by such 
Condemnation; and (c) agrees to execute any and all further documents which may 
be required to facilitate the Landlord's collection of any and all such awards.

              9.1.3.  Intentionally Omitted.

      9.2 Effect of Condemnation.

              9.2.1.  If (a) all of the Premises are covered by a Condemnation,
or (b) any part of the Premises is covered by a Condemnation and the remainder
thereof is insufficient for the reasonable operation therein of the Tenant's
business, or (c) any of the Building is covered by a Condemnation and, in the
Landlord's reasonable opinion, it would be impractical to restore the remainder
thereof, or (d) any of the rest of the Property is covered by a Condemnation
and, in the Landlord's reasonable opinion, it would be impractical to continue
to operate the remainder of the Property thereafter, then, in any such event,
the Term shall terminate on the date on which possession of so much of the
Premises, the Building or the rest of the Property, as the case may be, as is
covered by such Condemnation is taken by the condemning authority thereunder,
and all Rent (including payable under the provisions of subsection 2.2), taxes
and other charges payable hereunder shall be apportioned and paid to such date.

              9.2.2.  If there is a condemnation and the Term does not terminate
pursuant to the foregoing provision of this subsection, the operation and effect
of this Lease shall be unaffected by such Condemnation, except that the Base
Rent shall be reduced in proportion to the square footage of floor area, if any,
of the premises covered by such Condemnation.

      9.3 If there is a Condemnation, the Landlord shall have no liability to 
the Tenant on account of any (a) interruption of the Tenant's business upon the
Premises, (b) diminution in the Tenant's ability to use the Premises, or 
(c) other injury or damage sustained by the Tenant as a result of such
Condemnation.

      9.4 The Landlord shall be entitled to conduct any such condemnation 
proceeding and any settlement thereof free of interference from the Tenant, and 
the Tenant hereby waives any right which it otherwise has to participate 
therein.

Section 10. ASSIGNMENT AND SUBLETTING.

        10.1 The Tenant hereby acknowledges that the Landlord has entered into 
this Lease because of the Tenant's financial strengths, goodwill, ability and
expertise and that, accordingly, this Lease is one which is personal to the
Tenant, and agrees for itself and its successors and assigns in interest
hereunder that it will not (a) assign any of its rights under this Lease, or 
(b) make or permit any total or partial sale, lease, sublease, assignment,
conveyance, license, mortgage, pledge, encumbrance or other transfer of any or
all of the Premises or the occupancy of use hereof (each of which is hereinafter
referred to as a ("Transfer"), without first obtaining the Landlord's written
consent not unreasonably withheld or delayed thereto which decision shall be
provided by Landlord within thirty (30) days of written notice by Tenant, (which
consent may be given or withheld in the Landlord's sole discretion and, if
given, shall not constitute a consent to any subsequent such Transfer, whether
by the person hereinabove named as the "Tenant" or by any such transferee). Any
person to whom any Transfer is attempted without such consent shall have no
claim, right, or remedy whatsoever hereunder against the Landlord, and the
Landlord shall have no duty to recognize any person claiming under or through
the same. No such action taken with or without the Landlord's consent shall in
any way relieve or release the Tenant from liability for the timely performance
of all of the Tenant's obligations hereunder.

        10.2 In the event of any Transfer, Landlord may, at it's sole option,
have the right to fifty percent (50%) of any profits associated with any
subletting or assignment. Neither Tenant nor any party claiming an interest
under or through Tenant shall interfere with Landlord's exercise of its rights
hereunder. Tenant hereby indemnifies and holds Landlord harmless form and
against any and all liabilities, costs, losses, or damages, including reasonable
attorneys fees and court costs, arising from any breach of the provisions of
this section by Tenant.

Section 11. RULES AND REGULATIONS.

The Landlord shall have the right to prescribe, at its sole discretion,
reasonable rules and regulations (hereinafter referred to as the "Rules and
Regulations") having uniform applicability to all tenants of the Building
(subject to the provisions of their respective leases) and governing their use
and enjoyment of the Building and the remainder of the Property; provided that
the Rules and Regulations shall not materially interfere with the Tenant's use
and enjoyment of the Premises, in accordance with the provisions of this Lease,
for the purposes enumerated in the provisions of Section 3. The Tenant shall
adhere to the Rules and Regulations and shall cause its agents, employees,
invitees, visitors and guests to do so.

Section 12. SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE.

        12.1 Subordination. This Lease and Tenant's interest hereunder shall be 
subject and subordinate to the lien operation and effect of each and every 
Mortgage, to all renewals,

modifications, replacements and extensions thereof, now or hereafter executed by
Landlord or its successors, assigns, or purchaser at foreclosure, and to any and
all advances made thereunder and interest thereon, provided that the mortgagee
or holder of the indebtness provides Tenant with a non-disturbance agreement
which shall provide that so long as Tenant shall not be in default under the
Lease, no mortgagee, successor in interest, purchaser at foreclosure, ground
lessor or other party shall disturb Tenant's possession pursuant to the terms of
this Lease, and so long as Tenant complies with all of the terms and conditions
of the Lease, Tenant may continue to occupy the Leased Premises and enjoy all of
its rights under this Lease. It is understood and agreed to by Landlord and
Tenant that if the mortgagee or holder of the indebtedness fails to provide
Tenant with the aforementioned non-disturbance agreement with two business days
from such time as this Lease is executed by Tenant, Tenant may at Tenant's
election, choose to terminate this Lease with no liability whatsoever to
Landlord, Tenant or Mortgagee. Subject to Tenant's receipt of a non-disturbance
agreement from the mortgagee as aforesaid, Tenant agrees that, within ten (10)
business days after receipt of written request therefor from Landlord, it will
from time to time execute and deliver any instrument or other document required
by mortgagee or purchaser at foreclosure to subordinate this Lease and its
interest in the Leased Premises to the lien of any such mortgagee, in form and
substance required by such mortgagee, which shall provide interalia that the
                                                          ---------
mortgagee is not (i) bound by any payment of Base Rent or Additional Rent made
by Tenant more than one (1) month in advance to any prior landlord (including
Landlord), other than the Advance Deposit provided for in Section 2.6; 
(ii) liable for any damages or subject to any offset or defense by Tenant to the
payment of Base Rent or Additional Rent by reason of any act or omission of
Landlord prior to the date that mortgagee succeeds to the interest of Landlord;
and (iii) bound by any termination, amendment, modification or surrender of this
Lease made without mortgagee's written consent. Tenant will also upon request
submit current financial statements and financial statements covering the five
(5) immediately preceding years (but the mortgagee's obligations under this
subsection 12.1 shall not be conditioned upon the mortgagee's approval of the
same), and Tenant will, upon request, allow Landlord's mortgagee to record on
behalf of Tenant this Lease or a short form thereof, at mortgagee's expense, if
required by Landlord's mortgagee or other lending institution. Tenant hereby
irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact to
execute, acknowledge and deliver any and all such instruments for and on behalf
of Tenant, should Tenant fail to do so within ten (10) business days after
receipt of written notice. Tenant agrees that, within ten (10) business days
after written request therefor, from Landlord, it will, from time to time,
execute and deliver any instrument or any other document required by any
mortgagee, transferee, purchaser or other interested person to confirm such
subordination and obligation to attorn pursuant to Section 12.2 hereof.

      12.2 Attornment and non disturbance. The Tenant shall, promptly at the 
request of the Landlord or the holder of any Mortgage (herein referred to as a
"Mortgagee"), execute enseal, acknowledge and deliver such further instrument or
instruments.

           12.2.1. evidencing such subordination as the Landlord or such 
Mortgagee deems necessary or desirable, and

           12.2.2. (at such Mortgagee's request) attorning to such Mortgagee. 
Landlord will use its best efforts to obtain an agreement from the Mortgagee 
that such Mortgagee will, in the

event of a foreclosure of any such mortgage or deed of trust (or termination of
any such ground lease) take no action to interfere with the Tenant's rights
hereunder, except on the occurrence of an Event of Default by Tenant.

      12.3 Anything contained in the provisions of this Section to the contrary
notwithstanding, any mortgagee may at any time subordinate the lien of its
Mortgage to the operation and effect of this Lease without obtaining the
Tenant's consent thereto, by giving the Tenant written notice thereof, in which
event this Lease shall be deemed to be senior to such Mortgage without regard to
their respective dates of execution, delivery and/or recordation among the Land
Records of the said County, and thereafter such Mortgagee shall have the same
rights as to this Lease as it would have had, were this Lease executed and
delivered before the execution of such Mortgage.

Section 13. DEFAULT.

        13.1 Definition. as used in the provisions of the Lease, each of the 
following events shall constitute, and is hereinafter referred to as, an "Event 
of Default":

             13.1.1. if the Tenant fails to (a) pay any Rent or any other sum 
which it is obligated to pay by any provision of this Lease, when and as due and
payable hereunder and without demand therefor, or (b) perform any of its other
obligations under the provisions of this Lease; or

             13.1.2. if the Tenant (a) applies for or consents to the
appointment of a receiver, trustee or liquidator of the Tenant or of all or a
substantial part of its assets, (b) files a voluntary petition in bankruptcy or
admits in writing its inability to pay its debts as they come due, (c) makes an
assignment for the benefit of its creditors, (d) files a petition or an answer
seeking a reorganization or an arrangement with creditors, or seeks to take
advantage of any insolvency law, (e) performs any other act of bankruptcy, or
(f) files an answer admitting the material allegations of a petition filed
against the Tenant in any bankruptcy, reorganization or insolvency proceeding;
or

             13.1.3. if (a) an order, judgment or decree is entered by any court
of competent jurisdiction adjudicating the Tenant a bankrupt or an insolvent,
approving a petition seeking such a reorganization, or appointing a receiver,
trustee or liquidator of the Tenant or of all or a substantial part of its
assets, or (b) there otherwise commences as to the Tenant or any of its assets
any proceedings under any bankruptcy, reorganization, arrangement, insolvency,
readjustment, receivership or similar law and if such order, judgment, decree or
proceeding continues unstated for more than sixty (60) consecutive days after
any stay thereof expires;

      13.2 Notice to Tenant; grace period. Anything contained in the provisions 
of this Section to the contrary notwithstanding, on the occurrence of an Event 
of Default the Landlord shall not exercise any right or remedy which it holds 
under any provision of this Lease or applicable law unless and until

             13.2.1. the Landlord has given written notice thereof to the
Tenant, if written notice is required by this Section for the Event of Default
which has occurred, and

             13.2.2. the Tenant has failed, (a) if such Event of Default
consists of a failure to pay money, within five (5) business days of the due
date, and tenant has failed to remedy such monetary default within five (5)
business days of written notice from Landlord, or (b) if such Event of Default
consists of something other than a failure to pay money, within (30) days
thereafter actively, diligently and in good faith to begin to cure such Event of
Default and to continue thereafter to do so until it is fully cured; provided,
that

             13.2.3. no such notice shall be required, and the Tenant shall be 
entitled to no such grace period, (a) in an emergency situation in which the 
Landlord acts to cure such Event of Default pursuant to the provisions of 
paragraph 13.3.5; or (b) more than three times during any twelve (12) month 
period, or (c) of the Tenant has substantially terminated or is in the process 
of substantially terminating its continuous occupancy and use of the premises 
for the purpose set forth in the provisions of Section 3, or (d) in the case of 
any Event of Default enumerated in the provisions of paragraphs 13.1.l(a), 
13.1.2 or 13.1.3,

        13.3 Landlord's rights on Event of Default. On the occurrence of any
Event of Default, the Landlord may (subject to the operation and effect of the
provisions of subsection 13.2) take any or all of the following actions:

             13.3.1. re-enter and repossess the premises and any and all 
improvements thereon and additions thereto;

             13.3.2. declare the entire balance of the rent for the remainder of
the Term to be due and payable, and collect such balance in any manner not
inconsistent with applicable law:

             13.3.3. terminate this Lease;

             13.3.4. relet any or all of the Premises for the Tenant's account 
for any or all of the remainder of the term as hereinabove defined, or for a 
period exceeding such remainder, in which event the Tenant shall pay to the 
Landlord, at the times and in the manner specified by the provisions of Section 
2, the Base Rent and any Additional Rent accruing during such remainder, less 
any monies received by the Landlord, with respect to such remainder, from such 
reletting, as well as the cost to the Landlord of any attorney's fees, brokers 
fees or of any repairs or other action (including those taken in exercising the 
Landlord's rights under any provisions of this Lease) taken by the Landlord on 
account of such Event of Default;

             13.3.5. cure such Event of Default in any other manner (after
giving the Tenant written notice of the Landlord intention to do so except as
provided in paragraph 13.2.3.), in which event the Tenant shall reimburse the
Landlord for all reasonable expenses incurred by the Landlord in doing so, plus
interest thereon at the lesser of the rate of fifteen percent (15%) per annum or
the highest rate then permitted on account thereof by applicable law, which
expenses and interest shall be Additional Rent and shall be payable by the
Tenant immediately on demand therefor by the Landlord; and/or

             13.3.6. pursue any combination of such remedies and/or any other 
remedy available to the Landlord on account of such Event of Default under 
applicable law.

        13.4 No waiver. No action taken by the Landlord under the provisions of 
this Section shall not operate as a waiver of any right which the Landlord would
otherwise have against the Tenant for the Rent hereby reserved or otherwise, and
the Tenant shall remain responsible to the Landlord for any loss and/or damage
suffered by the Landlord by reason of any Event of Default.

        13.5 Intentionally Omitted.

Section 14. ESTOPPEL CERTIFICATE.

        The Tenant shall from time to time, within fifteen (15) days after being
requested to do so by the Landlord or any Mortgagee, execute, enseal,
acknowledge, and deliver to the Landlord (or, at the Landlord's request, to any
existing or prospective purchaser, transferee, assignee or Mortgagee of any or
all of the Premises, the property, any interest therein or any of the Landlord's
rights under this Lease) an instrument in recordable form,

        14.1 certifying (a) that this Lease is unmodified and in full force and 
effect (or, if there has been any modification thereof, that it is in full force
and effect as so modified, stating therein the nature of such modification); 
(b) as to the dates to which the Base Rent and any Additional Rent and other 
charges arising hereunder have been paid; (c) as to the amount of any prepaid 
Rent or any credit due to the Tenant hereunder; (d) that the Tenant has accepted
possession of the Premises, and the date on which the Term commenced; (e) as to
whether, to the best knowledge, information and belief of the signer of such
certificate, the Landlord or the Tenant is then in default in specifying the
nature of each such default); and (f) as to any other fact or condition
reasonably requested by the Landlord or such other addressee; and

        14.2 acknowledging and agreeing that any statement contained in such 
certificate may be relied upon by the Landlord and any such other addressee.

Section 15. QUIET ENJOYMENT

        The Landlord hereby covenants that the Tenant, on paying the Rent and 
performing the Covenants set forth herein, shall peaceably and quietly hold and 
enjoy, throughout the Term, (a) the Premises, and (b) such rights as the Tenant 
may hold hereunder with respect to the remainder of the Property.

Section 16. NOTICES.

        Any notice, demand, consent, approval, request or other communication or
document to be provided hereunder to a party hereto shall be (a) given in
writing, and (b) deemed to have been given (i) forty-eight (48) hours after
being sent as certified or registered mail in the United States mails, postage
prepaid, return receipt requested, to the address of such party set forth
hereinabove

or to such other address from time to time by notice to the other, or 
(ii) (if such party's receipt thereof is acknowledged in writing) upon its hand
or other delivery to such party.

Section 17. LANDLORD'S LIEN.

        In addition to any statutory lien for Rent in Landlord's favor, Landlord
shall have and Tenant hereby grants to Landlord a continuing security interest
for all Rent and other sums of money becoming due hereunder from Tenant, upon
all goods, equipment, fixtures, furniture, inventory, accounts, chattel paper
and other personal property of Tenant situated on the Premises subject to this
Lease and such property shall not be removed therefrom without the consent of
Landlord until all arrearages in Rent as well as any and all other sums of money
then due to Landlord hereunder shall first have been paid and discharged. In the
event of a default under this Lease, Landlord shall have, in addition to any
other remedies provided herein or by law, all rights and remedies under the
Uniform Commercial Code, including without limitation the right to sell the
property described in this Section at public of or private sale upon five (5)
days notice to Tenant. Tenant hereby agrees to execute such other instruments
necessary or desirable in Landlord's discretion to perfect the security
interests hereby granted. Landlord and Tenant agree that this Lease and Security
Agreement serves as a financing statement and that a copy of photographic or
other reproduction of this portion of the Lease may be filed or record by
Landlord and have the same force and effect as the original. This Security
Agreement and Financing Statement also covers fixtures located at the premises
and may be filed for record in the land records. The record owner of the
Property is Bricks In The Sticks, LTD. Tenant hereby warrants and represents
that the collateral subject to the security interest granted by this Section is
not purchased or used by tenant for personal, family or household purposes.

Section 18. GENERAL.

        18.1 Effectiveness. This Lease shall become effective upon and only upon
its execution by each party hereto.

        18.2 Complete understanding. This Lease represents the complete
understanding between the parties hereto as to the subject matter hereof, and
supersedes all prior written or oral negotiations, representations, warranties,
statements or agreements between the parties hereto as to the same.

        18.3 Amendment. This Lease may be amended by and only by an instrument
executed and delivered by each party hereto.

        18.4 Applicable law. This Lease shall be given effect and construed by
application of the laws of Virginia, and any action or proceeding arising
hereunder shall be brought in the courts of Virginia; provided, that if such
action or proceeding arises under the Construction, laws or treaties of the
United States of America, or if there is a diversity of citizenship between the
parties thereto so that it is to be brought in a United States District court,
it shall be brought in the United States District Court for the Eastern District
of Virginia.

        18.5 Waiver. Neither Landlord nor Tenant shall be deemed to have waived
the exercise of any right which it holds hereunder unless such waiver is made
expressly and in writing ( and no delay or omission by the Landlord in
exercising any such right shall be deemed to be a waiver of its future
exercise). No such waiver as to any instance involving the exercise of any such
right shall be deemed a waiver as to any other such instance, or any other such
right.

        18.6 Time of essence. Time shall be of the essence of this Lease.

        18.7 Headings. the headings of the Sections, subsections, paragraphs and
subparagraphs hereof are provided herein for and only for convenience of
reference, and shall not be considered in construing their contents.

        18.8 Construction. As use herein,

              18.8.1. the term "person" means a natural person, a trustee, a
corporation, a partnership and any other form of legal entity; and

              18.8.2. all referenced made (a) in the neuter, masculine or
feminine gender shall be deemed to have been made in all such genders, (b) in
the singular or plural number shall be deemed to have been made, respectively,
in the plural or singular number as well, and (c) to any Section, subsection,
paragraph or subparagraph shall, unless therein expressly indicated to the
contrary, be deemed to have been made to such Section, subsection, paragraph or
subparagraph of this Lease.

        18.9 EXHIBITS. Each writing referred to herein as being attached hereto
as an exhibit or otherwise designated herein as an exhibit hereto is hereby made
a part hereof.

        18.10 Severability. No determination by any court, governmental body or
otherwise that any provision of this Lease or any amendment thereof is invalid
or unenforceable in any instance shall affect the validity or enforceable 
(a) any other such provision, or (b) such provision in any circumstance not
controlled by such determination. Each such provision shall be valid and
enforceable to the fullest extent allowed by, and shall be construed wherever
possible as being consistent with, applicable law.

        18.11 Definition of the "Landlord".

              18.11.1 As used herein, the term the "Landlord" means the person
hereinabove named as such, and its heirs, personal representatives, successors
and assigns (each of whom shall have the same rights, remedies, powers,
authorities and privileges as it would have had, had it originally signed this
lease as the Landlord).

              18.11.2 No person Holding the Landlord's interest hereunder
(whether or not such person is named as the "Landlord" herein) shall have any
liability hereunder after such person ceases to hold such interest, except for
any such liability accruing while such person hold such interest.

              18.11.3. Neither the Landlord nor any principal of the Landlord,
whether disclosed or undisclosed, shall have nay personal liability under any
provision of this Lease.

        18.12. Definition of the "Tenant". As used herein, the term the "Tenant"
means each person hereinabove named as such and such person's heirs, personal
representatives, successors and assigns, each of whom shall have the same
obligations, liabilities, rights and privileges as it would have possessed had
it originally executed this Lease as the Tenant; provided that no such right or
privilege shall inure to the benefit of any assignment to such assignee is made
in accordance with the provisions of Section 10. Whenever two or more persons
constitute the Tenant, all such persons shall be jointly and severally liable
for performing the Tenant's obligations hereunder.

        18.13. *Commissions. Each party hereto hereby represents and warrants to
the other that, inconnection with the leasing of the Premises hereunder, the
party so representing and warranting has not dealt with any real estate broker,
agent or finder, and there is no other commission, charge or other compensation
due on account thereof. Each party hereto shall indemnify and hold harmless the
other against and from any inaccuracy in such party's representation.

        18.14. Recordation. This Lease may not be recorded among the Land
Records of the said County or among any other public records, without the
Landlord's prior express, written consent thereto, and any attempt by the Tenant
to do so without having obtained the landlord's consent thereto shall constitute
an Event of Default hereunder. If this Lease is recorded by either party hereto,
such party shall bear a full expense of any transfer, documentary stamp or other
tax. and any recording fee, assessed in connection with such recordation;
provided, that if under applicable law the recordation of this Lease hereafter
becomes necessary in order for this Lease to be or remain effective, the Tenant
shall bear the full expense of any and all such taxes and fees incurred in
connection therewith.

        18.15. Approval by Mortgagees. Anything contained in the provisions of
this Lease to the contrary notwithstanding, the Landlord shall be entitled at
any time hereafter but before the Landlord delivers possession of the premises
to the tenant hereunder, to terminate this Lease by giving written notice
thereof to the tenant, if any Mortgagee fails to approve this Lease for purposes
of the provisions of its Mortgage, and in the manner set forth therein.

IN WITNESS WHEREOF, each party hereto has executed and ensealed this Lease or
caused it to be executed and ensealed on its behalf by its duly authorized
representatives, the day and year first above written.

                                               The Landlord:

Witness:

/s/ [Signature goes here]                      /s/ Henry Luken
- -------------------------                      -------------------------
                                               Bricks In The Sticks, LTD
                                               Henry Luken

                                               The Tenant:

Witness:

/s/ [Signature goes here]                      /s/ Don Burns
- -------------------------                      -------------------------
                                               Teleco Communications Group, Inc.
                                               Don Burns

STATE OF Virginia
         --------
COUNTY OF Fairfax )to-wit:
          -------

      The foregoing instrument was acknowledged before me this 1st day of March,
1995 by Henry Luken a              on behalf of the Landlord.
                      ------------              

My commission expires: 6/30/98
                       -------

STATE OF Virginia
         --------
COUNTY OF Fairfax )to-wit:
          -------

      The foregoing instrument was acknowledged before me this 1st day of March,
1995 by Don Burns a             on behalf of the Tenant.
                    -----------                  

My commission expires: 6/30/98
                       -------

                                  * Exhibit A
                                    ---------

                                  * SCHEDULE C

                                PAYMENT SCHEDULE

              For 5439 sq. ft. @ 800 East Main St., Chattanooga, TN

YEAR 1 YEAR 2 03/01/95 - $2,226.25 03/01/96 - $2,719.50 04/01/95 - $2,226.25 04/01/96 - $2,719.50 05/01/95 - $2,226.25 05/01/96 - $2,719.50 06/01/95 - $2,226.25 06/01/96 - $2,719.50 07/01/95 - $2,226.25 07/01/96 - $2,719.50 08/01/95 - $2,226.25 08/01/96 - $2,719.50 09/01/95 - $2,226.25 09/01/96 - $2,719.50 10/01/95 - $2,226.25 10/01/96 - $2,719.50 11/01/95 - $2,226.25 11/01/96 - $2,719.50 12/01/95 - $2,226.25 12/01/96 - $2,719.50 01/01/96 - $2,226.25 01/01/97 - $2,719.50 02/01/96 - $2,226.25 02/01/97 - $2,719.50 YEAR 3 YEAR 4 03/01/97 - $3,172.25 03/01/98 - $3,626.00 04/01/97 - $3,172.25 04/01/98 - $3,626.00 05/01/97 - $3,172.25 05/01/98 - $3,626.00 06/01/97 - $3,172.25 06/01/98 - $3,626.00 07/01/97 - $3,172.25 07/01/98 - $3,626.00 08/01/97 - $3,172.25 08/01/98 - $3,626.00 09/01/97 - $3,172.25 09/01/98 - $3,626.00 10/01/97 - $3,172.25 10/01/98 - $3,626.00 11/01/97 - $3,172.25 11/01/98 - $3,626.00 12/01/97 - $3,172.25 12/01/98 - $3,626.00 01/01/97 - $3,172.25 01/01/98 - $3,626.00 02/01/97 - $3,172.25 02/01/98 - $3,626.00 YEAR 3 03/01/98 - $4,079.25 Please make checks payable to: 04/01/98 - $4,079.25 05/01/98 - $4,079.25 Bricks In The Sticks, LTD 06/01/98 - $4,079.25 4219 Lafayette Center Drive 07/01/98 - $4,079.25 Chantilly, VA 22021 08/01/98 - $4,079.25 09/01/98 - $4,079.25 10/01/98 - $4,079.25 11/01/98 - $4,079.25 12/01/98 - $4,079.25 01/01/99 - $4,079.25 02/01/99 - $4,079.25

Basic Info X:

Name: DEED OF LEASE AGREEMENT
Type: Lease
Date: July 16, 1996
Company: TELCO COMMUNICATIONS GROUP INC
State: Virginia

Other info:

Date:

  • February 1 , 2000
  • 1st anniversary of the last day
  • Friday
  • Saturday
  • thirty 30
  • 1st day of March , 1995

Organization:

  • Telco Communications Group , Inc.
  • Defense Security Regulations
  • Effect of Condemnation
  • Event of Default
  • United States District Court
  • Eastern District of Virginia
  • Teleco Communications Group
  • 4219 Lafayette Center Drive 070198

Location:

  • Chantilly
  • Hamilton County
  • Tenant
  • Landlord
  • United States of America
  • United States District
  • Virginia
  • Fairfax
  • Chattanooga

Money:

  • $ 27,195.00 Dollars
  • $ 2,266.25
  • One Million Dollars
  • $ 1,000,000.00
  • $ 500,000.00
  • $ 2,226.25 030196
  • $ 2,719.50 040195
  • $ 2,226.25 040196
  • $ 2,719.50 050195
  • $ 2,226.25 050196
  • $ 2,719.50 060195
  • $ 2,226.25 060196
  • $ 2,719.50 070195
  • $ 2,226.25 070196
  • $ 2,719.50 080195
  • $ 2,226.25 080196
  • $ 2,719.50 090195
  • $ 2,226.25 090196
  • $ 2,719.50 100195
  • $ 2,226.25 100196
  • $ 2,719.50 110195
  • $ 2,226.25 110196
  • $ 2,719.50 120195
  • $ 2,226.25 120196
  • $ 2,719.50 010196
  • $ 2,226.25 010197
  • $ 2,719.50 020196
  • $ 2,226.25 020197
  • $ 3,172.25 030198
  • $ 3,626.00 040197
  • $ 3,172.25 040198
  • $ 3,626.00 050197
  • $ 3,172.25 050198
  • $ 3,626.00 060197
  • $ 3,172.25 060198
  • $ 3,626.00 070197
  • $ 3,172.25 070198
  • $ 3,626.00 080197
  • $ 3,172.25 080198
  • $ 3,626.00 090197
  • $ 3,172.25 090198
  • $ 3,626.00 100197
  • $ 3,172.25 100198
  • $ 3,626.00 110197
  • $ 3,172.25 110198
  • $ 3,626.00 120197
  • $ 3,172.25 120198
  • $ 3,626.00 010197
  • $ 3,172.25 010198
  • $ 3,626.00 020197
  • $ 3,172.25 020198
  • $ 4,079.25 050198
  • $ 4,079.25 090198
  • $ 4,079.25 100198
  • $ 4,079.25 110198
  • $ 4,079.25 120198
  • $ 4,079.25 010199
  • $ 4,079.25 020199

Person:

  • Henry Luken
  • Don Burns

Time:

  • 8:00 a.m.
  • 6:00 p.m.
  • 9:00 a.m.
  • 1:00 p.m.

Percent:

  • 104 %
  • fifty percent 150 %
  • 10 %
  • five percent 5 %
  • 5O %
  • fifteen percent
  • 15 %