EXHIBIT 10.4 THIRD AMENDMENT TO OFFICE LEASE AGREEMENT THIS THIRD AMENDMENT TO OFFICE LEASE AGREEMENT (the "Third Amendment") is made and entered into as of this 25th day of February, 1999, by and between CITADEL LAND, INC., a Maryland corporation,...

                                                                    EXHIBIT 10.4


                    THIRD AMENDMENT TO OFFICE LEASE AGREEMENT


         THIS THIRD AMENDMENT TO OFFICE LEASE AGREEMENT (the "Third  Amendment")
is made and entered into as of this 25th day of February,  1999,  by and between
CITADEL LAND, INC., a Maryland  corporation,  hereinafter called the "Landlord",
and WASHINGTON HOMES, INC., hereinafter called the "Tenant".

         WHEREAS,   by  OFFICE  LEASE  AGREEMENT  dated  January  1,  1997  (the
"Agreement"),  Landlord  and  Tenant  agreed  upon the lease of office  space in
"Xxxxx West Building I" located at 0000 Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx, and
set forth the terms and conditions of said lease;

         WHEREAS,  Section  1(C) of the  Agreement  provides  that the  Premises
consists of a rentable area of 24,380 square feet; and

         WHEREAS,  the parties  have agreed to amend the  Agreement as set forth
below.

         NOW  THEREFORE,  for Ten Dollars  ($10.00)  and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Landlord and Tenant hereby agree as follows:

          1.   The  Agreement  is hereby  amended  to  increase  the size of the
               Premises as of March 1, 1999, from 24,380 square feet as provided
               for in Section 1(C) of the Agreement to 27,780  square feet.  The
               additional  3400  square  feet is  highlighted  on the  floorplan
               attached hereto as Exhibit A to this Amendment.

          2.   The  Agreement is hereby  amended to increase the Base Rent as of
               March 1, 1999,  from Three Hundred Ninety Thousand Eighty Dollars
               ($390,080.00)  per year or  Thirty-two  Thousand Five Hundred Six
               Dollars  and  66/100  ($32,506.66)  per  month  to  Four  Hundred
               Forty-four Thousand Four Hundred Eighty Dollars ($444,480.00) per
               year or  Thirty-seven  Thousand  Thirty-nine  Dollars  and 99/100
               ($37,040.00)

          3.   Other than the  aforementioned  amendment,  all other provisions,
               terms, and conditions of the Agreement remain unchanged.



                    Signatures appear on the following page.









         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as
of the day and year first above written.





WITNESS:                                         LANDLORD:
                                                CITADEL LAND, INC.



___________________________             By:  /s/________________________________
                                             Geaton X. XxXxxxxxx, Xx., President



WITNESS:                                        TENANT:
                                                WASHINGTON HOMES, INC.



___________________________            By:   /s/________________________________
                                             Geaton X. XxXxxxxxx, Xx., President