RECITAL

1
EXHIBIT 10.46

THIS FIFTH LEASE AMENDMENT ("Fifth" Amendment") is made as of the 12th day of
July, 2000 by and between XXXXX EQUITY, INC., a Florida corporation ("Landlord")
and XXXXXXX.XXX., a Virginia corporation ("Tenant").

RECITAL

On August 30, 1999, Landlord and Tenant executed a Lease Agreement for space
designated as Suite 204 containing approximately 791 rentable sq. ft. (as shown
on EXHIBIT "A" attached) located at One Paragon Place, in Henrico County,
Virginia, and amended December 1, 1999, by the First Amendment to the Lease due
to the delayed occupancy of Suite 204; December 20, 1999 by the Second Amendment
to the Lease to increase leased sq. ft. by 1,985 rentable sq. ft. from 791
rentable sq. ft. to 2,776 rentable sq. ft.; January 19, 2000 by the Third
Amendment to the Lease to increase the monthly rental payment for added Tenant
improvements; and March 9, 2000 by the Fourth Amendment to the Lease to increase
leased sq. ft. by 2,627 rentable sq. ft. from 2,776 rentable sq. ft. to 5,403
rentable sq. ft. (such lease agreement, as so amended, is referred to herein as
the "Lease"). The parties hereto desire to further alter and modify said Lease
effective October 1, 2000, as follows:

1. Change: The leased premises shall be increased by 3,151 rentable square
feet from 5,403 rentable sq. ft. to 8,554 rentable sq. ft. as shown on
the attached diagram marked EXHIBIT "I".

2. Change: The monthly rental payment shall be increased by $4,807.90 from
$8,243.51 to $13,051.41.

3. Change: EXHIBIT "B" to the lease is hereby revised and amended to
reflect the following rental schedule:

Lease Year Rent Per Sq. Ft. Monthly Rent Annual Rent
---------- ---------------- ------------ ------------

10/01/00 - 11/30/00 $18.31 $13,051.41 $156,616.92
12/01/00 - 11/30/01 18.86 13,444.04 161,328.48
12/01/01 - 11/30/02 19.43 13,850.35 166,214.20
12/01/02 - 11/30/03 20.01 14,263.70 171,165.48

4. Change: Operating Expense Adjustment: The Tenant's lease sq. ft. shall
be changed from 5,403 sq. ft. to 8,554 sq, ft. in terms of calculating
future operating expense increase adjustments.

5. Tenant Improvements: Landlord agrees, at its sole cost and expense to
modify the space in accordance with the attached floorplan marked
EXHIBIT "J" to provide new carpet and base, freshly paint the demised
premises and provide all necessary electrical connections for Tenant's
modular furniture hookup. Tenant to be responsible for their own
telephone and computer wiring relocation costs.

6. The existing security deposit in the amount of $8,243.51 shall be
increased to $13,051.41 by Tenant paying an additional $4,807.90 with
the signing of this agreement.

The Lease is hereby expressly confirmed in all respects not inconsistent with
the terms, covenants and conditions contained in this Fifth Amendment. If any
provision of the Lease conflicts with any provision of this Fifth Amendment, the
provisions of this Amendment shall control.

IN WITNESS WHEREOF, the undersigned duly authorized officers executed
this Lease this 18 day of July, 2000.

TENANT:

Signed in the presence of: EDUTEST, INC.

(1) /S/ XXXXXX XXXXXXXX By: /S/ XXXXX X. XXXXXXXXX
----------------------------- ------------------------------------
Print Name: Xxxxxx Xxxxxxxx Its: President
--------------------- -----------------------------------
(2) /S/ XXXXXX XXXXXXXX Attested and Sealed:
-----------------------------
Print Name: Xxxxxx Xxxxxxxx [SIGNATURE ILLEGIBLE]
--------------------- ---------------------------------------
Secretary

LANDLORD:

Signed in the presence of: XXXXX EQUITY. INC.

(1) By:
----------------------------- ------------------------------------
Print Name: Its:
--------------------- -----------------------------------
(2) Attested and Sealed:
-----------------------------
Print Name:
--------------------- ---------------------------------------
Secretary

THIS FOURTH LEASE AMENDMENT ("Fourth Amendment") is made as of the 9th Day of
March, 2000 by and between XXXXX EQUITY, INC., a Delaware corporation
("Landlord") and EDUTEST, INC. a Virginia corporation ("Tenant").

Recital

On August 30, 1999, Landlord and Tenant executed a Lease Agreement for space
designated as Suite 204 containing approximately 791 rentable square feet (as
shown on EXHIBIT "A" attached) located at One Paragon Place, in Henrico County,
Virginia, and amended December 1, 1999, December 20, 1999 and January 19, 2000
(such lease agreement, as so amended, is referred to herein as the "Lease"). The
parties hereto desire to alter and modify said Lease effective June 1, 2000, as
follows:

1. Change: The leased premises shall be increased by 2,627 rentable sq. ft.
from 2,776 rentable sq. ft. to 5,403 rentable sq. ft. by the addition of
Suite 607 as shown on the attached diagram marked EXHIBIT "H".

2. Change: The monthly rental payment shall be increased by $4,049.96 from
$4,193.55 to $8,243.51.

3. Change: EXHIBIT "B" to the lease is hereby revised and amended to
reflect the following rental schedule:

Lease Year Rent Per Sq. Ft. Monthly Rent Annual Rent
---------- ---------------- ------------ -----------

06/01/00-11/30/00 $18.31 $8,243.51 $ 98,922.12
12/01/00-11/30/01 18.86 8,491.72 101,900.64
12/01/01-11/30/02 19.43 8,748.36 104,980.32
12/01/02-11/30/03 20.01 9,009.50 108,114.00

4. Change: Operating Expense Adjustment: The Tenant's leased sq. ft. shall
be changed from 2,776 sq. ft. to 5,403 sq. ft. in terms of calculating
future operating expense increase adjustments.

5. Tenant Improvements: Landlord agrees, at its sole cost and expense, to
provide new carpet and base, freshly paint the demised premises and
provide any necessary electrical connections for Tenant's modular
furniture hookup. Tenant to be responsible for their own telephone and
computer wiring relocation costs. Tenant entry and building directory
signage will also be provided by the Landlord.

6. The existing security deposit in the amount of $4,126.43 shall be
increased to $8,243.51 by Tenant paying an additional $4,049.96 with the
signing of this agreement.

The Lease is hereby expressly confirmed in all respects not inconsistent with
the terms, covenants and conditions contained in this Fourth Amendment. If any
provision of the Lease conflicts with any provision of this Fourth Amendment,
the provisions of this Fourth Amendment shall control.

IN WITNESS WHEREOF, the undersigned duly authorized officers executed
this Lease this_______ day of MAR 28 2000.

TENANT:

Signed in the presence of: EDUTEST, INC.

(1) /s/ XXXXXX X. XXX By: /s/ XXXXX X. XXXXXXXXX

Printed Name: Xxxxxx X. Xxx Its: President

(2) /s/ XXXXXXX X. XXXXXXX Attested and Sealed:

Printed Name: Xxxxxxx X. xxXxxxx /s/ X. XXXXXX
-------------------------------
Secretary

LANDLORD:

Signed in the presence of: XXXXX EQUITY, INC.

(1)________________________________ By: /s/ XXXXXX X. XxXXXXXX

Print Name:________________________ Its: Vice President

(2)________________________________ Attested and Sealed:

Print Name:________________________ /s/ XXXX XXX XXXXXXX
-------------------------------
XXXX XXX XXXXXXX

THIS THIRD LEASE AMENDMENT ("Third Amendment") is made as of the 19th Day of
January, 2000 by and between XXXXX EQUITY, INC., a Delaware corporation
("Landlord") and Edutest, Inc. a Virginia corporation ("Tenant").

RECITAL

On August 30, 1999, Landlord and Tenant executed a Lease Agreement for space
designated as Suite 204 containing approximately 791 rentable square feet (as
shown on EXHIBIT "A" attached) located at One Paragon Place, in Henrico County,
Virginia, and amended December 1, 1999 and December 20, 1999 (such lease
agreement, as so amended, is referred to herein as the "Lease"). The parties
hereto desire to alter and modify said Lease effective February 1, 2000, as
follows:

1. Change: The monthly rental payment shall be increased by $67.12 from
$4,126.43 to $4,193.55.

2. Change: EXHIBIT "B" to the lease is hereby revised and amended to
reflect the following rental schedule:

Lease Year Rent Per Sq.Ft. Monthly Rent Annual Rent
---------- --------------- ------------ -----------

02/01/00-11/30/00 $18.13 $4,193.55 $50,322.60
12/01/00-11/30/01 18.66 4,317.34 51,808.08
12/01/01-11/30/02 19.21 4,444.85 53,338.20
12/01/02-11/30/03 19.78 4,576.18 54,914.16

3. Add: Landlord agrees, at its sole cost and expense, to include two glass
panels from floor to ceiling (tempered glass) in Room #209 as part of
the buildout of Suite #215

The Lease is hereby expressly confirmed in all respects not inconsistent with
the terms, covenants and conditions contained in this Third Amendment. If any
provision of the Lease conflicts with any provision of this Third Amendment, the
provisions of this Third Amendment shall control.

IN WITNESS WHEREOF, the undersigned duly authorized officers executed
this Lease this_______day of__________,_________.

TENANT:

Signed in the presence of: EDUTEST, INC.

(1) /s/ XXXXXX X. XXXXXXXX By: /s/ XXXXX X. XXXXXXXXX
------------------------------- --------------------------------
Printed Name: Xxxxxx X. Xxxxxxxx Its:
--------------------- -------------------------------
(2) Attested and Sealed:
-------------------------------
Printed Name: /S/ X. XXXXXX
--------------------- ------------------------------------
Secretary

LANDLORD:

Signed in the presence of: XXXXX EQUITY, INC.

(1) By: /s/ XXXXXX X. XxXXXXXX
------------------------------- --------------------------------
Print Name: Its: Vice President
----------------------- -------------------------------
(2) Attested and Sealed:
-------------------------------
Print Name: /s/ XXXX XXX XXXXXXX
----------------------- ------------------------------------

THIS SECOND LEASE AMENDMENT ("Second Amendment") is made as of the 20th Day of
December, 1999 by and between XXXXX EQUITY, INC., a Delaware corporation
("Landlord") and Edutest, Inc. a Virginia corporation ("Tenant").

Recital

On August 30, 1999, Landlord and Tenant executed a Lease Agreement for space
designated as Suite 204 containing approximately 791 rentable square feet (as
shown on EXHIBIT "A" attached) located at One Paragon Place, in Henrico County,
Virginia, and amended December 1, 1999 (such lease agreement, as so amended, is
referred to herein as the "Lease"). The parties hereto desire to alter and
modify said Lease effective February 1, 2000, as follows:

1. Change: The leased premises shall be increased by 1,985 rentable sq. ft.
from 791 sq. ft. to 2,776 rentable sq. ft. by the addition of Suite 215
as shown on the attached diagram marked EXHIBIT "F": '

2. Change: The monthly rental payment shall be increased by $2,977.50
from $1,148.93 to $4,126.43.

3. Change: EXHIBIT "B" to the lease is hereby revised and amended to
reflect the following rental schedule:

Lease Year Rent Per Sq.Ft. Monthly Rent Annual Rent
---------- --------------- ------------ -----------

02/01/00-11/30/00 $17.84 $4,126.43 $49,517.16
12/01/00-11/30/01 18.37 4,250.22 51,002.64
12/01/01-11/30/02 18.92 4,377.73 52,532.76
12/01/02-11/30/03 19.49 4,509.06 54,108.72

4. Change: Operating Expense Adjustment: The Tenant's leased sq. ft. shall
be changed from 791 sq. ft. to 2,776 sq. ft. in terms of calculating
future operating expense increase adjustments.

5. Tenant Improvements: Landlord agrees, at it sole cost and expense, to
modify the demised premises in accordance with the attached floor plan
marked EXHIBIT "G" including all new electrical as shown. Finishes to
include new carpet/base and fresh paint throughout. Landlord to also
provide new building standard Tenant entry and directory signage.
Landlord agrees to complete all such work prior to February 1, 2000. If
such work is not completed by February 1, 2000, Tenant shall not be
required to start paying rent until such work is completed.

6. The existing security deposit in the amount of $1,120.58 shall be
increased to $4,126.43 by Tenant paying an additional $3,005.85 with the
signing of this agreement.

The Lease is hereby expressly confirmed in all respects not inconsistent with
the terms, covenants and conditions contained in this Second Amendment. If any
provision of the Lease conflicts with any provision of this Second Amendment,
the provisions of this Second Amendment shall control.

IN WITNESS WHEREOF, the undersigned duly authorized officers executed
this Lease this_______day of JAN 05 2000.

TENANT:

Signed in the presence of: EDUTEST, INC.

(1) /s/ XXXXXXXX XXXXXXXXX By: /s/ XXXXX X. XXXXXXXXX
------------------------------- --------------------------------
Printed Name: Xxxxxxxx Xxxxxxxxx Its:
-------------------------------
(2) /s/ XXX XXXXXX Attested and Sealed:
-------------------------------
Printed Name: Xxx Xxxxxx ------------------------------------
--------------------- Secretary

LANDLORD:

Signed in the presence of: XXXXX EQUITY, INC.

THIS FIRST LEASE AMENDMENT ("First Amendment") is made as of the 1st Day of
December, 1999 by and between XXXXX EQUITY, INC., a Delaware corporation
("Landlord") and Edutest, Inc. a Virginia corporation ("Tenant").

RECITAL

On August 30, 1999, Landlord and Tenant executed a Lease Agreement for space
designated as Suite 204 containing approximately 791 rentable square feet (as
shown on EXHIBIT "A" attached) located at One Paragon Place, in Henrico County,
Virginia, and amended N/A (such lease agreement, as so amended, is referred to
herein as the "Lease"). The parties hereto desire to alter and modify said
Lease effective October 1, 1999, as follows:

1. Change: Due to the delayed occupancy of Suite 204, the lease
commencement date shall be changed from September 1, 1999 to October 1,
1999.

2. Change: EXHIBIT "B" to the lease is hereby revised and amended to
reflect the following rental schedule.

Lease Year Rent Per Sq.Ft. Monthly Rent Annual Rent
---------- --------------- ------------ -----------

10/01/99-11/30/99 $17.00 $1,120.58 $13,446.96
12/01/99-11/30/00 17.43 1,148.93 13,787.13
12/01/00-11/30/01 17.87 1,177.93 14,135.17
12/01/01-11/30/02 18.32 1,207.59 14,491.12
12/01/02-11/30/03 18.78 1,237.92 14,854.98

The Lease is hereby expressly confirmed in all respects not inconsistent with
the terms, covenants and conditions contained in this First Amendment. If any
provision of the Lease conflicts with any provision of this First Amendment, the
provisions of this First Amendment shall control

IN WITNESS WHEREOF, the undersigned duly authorized officers executed
this Lease this_______day of JAN 05 2000.

TENANT:

Signed in the presence of: EDUTEST, INC.

(1) /s/ XXXXXXXX XXXXXXXXX By: /s/ XXXXX X. XXXXXXXXX
------------------------------- --------------------------------
Printed Name: Xxxxxxxx Xxxxxxxxx Its: President
--------------------- -------------------------------
(2) /s/ XXX XXXXXX Attested and Sealed:
-------------------------------
Printed Name: Xxx Xxxxxx ------------------------------------
--------------------- Secretary

LANDLORD:

Signed in the presence of: XXXXX EQUITY, INC.

LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of the 17 day
of December 1999 between Global Partner Ventures, LLC, (Assignor) and Edutest,
Inc. a Virginia corporation (the Assignee), with its principal office at, 0000
Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000 recites and provides:

RECITALS:

The Assignor is the lessee under a certain lease dated October 16,1998
for suite 237 located at 0000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000 (the
Lease), with Xxxxx Equity, Inc., as Lessor (the Lessor). The Assignor desires
to assign to the Assignee all of its right, title and interest in the Lease.

ASSIGNMENT:

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:

1. Assignment. The Assignor hereby assigns and conveys to the Assignee
all of its right, title and interest in and to the Lease for the remainder of
the term thereof including it's security deposit in the amount of $5,693.58
which is currently being held by lessor.

2. Assumption. The Assignee accepts the assignment of all of the
Assignor's right, title and interest in and to the Lease including the security
deposit mentioned above and, agrees to be bound by all of the terms, covenants
and conditions thereof, and assumes the duties, liabilities and obligations of
the Assignor under the Lease.

3. Representations and Warranties of the Assignor. The Assignor
represents and warrants that the Lease is in full force and effect, all of the
obligations of the Assignor under the Lease have been fully performed, the
Assignor has made no prior assignment of the Lease, the Assignor has full power
and authority to execute and deliver this assignment, and the execution and
delivery hereof by the Assignor and the assignment of all of its right, title
and interest in and to the Lease do not contravene any agreement to which the
Assignor is a party or by which it or the leased premises is bound.

4. Cancellation of Existing Sub-Lease Agreement. This Lease Assignment
and Assumption Agreement shall supercede and cancel the previous Sub-Lease
Agreement between parties dated May 4, 1999 for Suite 237 located at 0000
Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their duly authorized representatives.

ASSIGNOR:

GLOBAL PARTNER VENTURES, LLC

By: /s/ XXXX X. SAMPLE
-------------------------------------

Title: Vice President and CFO
-----------------------------------

ASSIGNEE:

EDUTEST, INC.
a Virginia corporation

By: /s/ XXXXX X. XXXXXXXXX
-------------------------------------

Title: President and CEO
----------------------------------

Lessor's Consent to Assign: The undersigned ("Lessor") lessor under the Original
Lease, hereby consents to the foregoing Assignment without waiver of any
restrictions in the Original Lease concerning further assignment, subletting or
Sublessor's obligation to perform under the terms and conditions of the Original
Lease. Lessor certifies that, as of the date of Lessor's execution hereof,
Sublessor is not in default or breach of any of the provisions of the Original
Lease, and that the Original Lease has not been amended or modified except as
expressly set forth in the foregoing Assignment.

LESSOR:

XXXXX EQUITY, INC.

By: /s/ Xxxxxx X. XxXxxxxx
-------------------------------------

Title: Vice President
----------------------------------

LEASE AGREEMENT

By and Between:

GLOBAL PARTNER VENTURES, LLC

and

XXXXX EQUITY, INC.

LEASE INDEX

Page
----

1. OFFICE SPACE AND TERM ..................................................1

2. RENT ...................................................................2

3. OPERATING EXPENSE ADJUSTMENTS ..........................................2

4. USE OF OFFICE SPACE ....................................................5

5. ASSIGNMENT AND SUBLETTING ..............................................6

6. ACCESS TO PREMISES .....................................................6

7. LANDLORD'S SERVICES ....................................................7

8. PARKING AREAS ..........................................................7

9. LEASEHOLD IMPROVEMENTS .................................................7

10. REPAIRS AND MAINTENANCE ................................................8

11. ALTERATIONS AND IMPROVEMENTS ...........................................8

12. INDEMNITY ..............................................................9

13. TENANT'S INSURANCE .....................................................10

14. LANDLORD'S INSURANCE ...................................................10

15. DAMAGE BY FIRE OR THE ELEMENTS .........................................10

16. RULES AND REGULATIONS ..................................................11

17. EMINENT DOMAIN .........................................................11

18. SIGNS AND ADVERTISING ..................................................11

19. DEFAULT ................................................................12

20. ATTORNEY'S FEES ........................................................14

(i)
15

21. LANDLORD`S LIEN ........................................................14

22. SUBORDINATION ..........................................................15

23. QUIET ENJOYMENT ........................................................15

24. SECURITY DEPOSIT .......................................................15

25. MECHANIC'S LIENS .......................................................16

26. NOTICES ................................................................16

27. FORCE MAJEURE ..........................................................16

28. SEPARABILITY ...........................................................17

29. HOLDING OVER ...........................................................17

30. RELOCATION .............................................................17

31. RENT A SEPARATE COVENANT ...............................................17

32. JOINT AND SEVERAL LIABILITY ............................................17

33. ABSENCE OF OPTION ......................................................17

34. CORPORATE TENANCY ......................................................17

35. BROKERAGE COMMISSION ...................................................17

36. AMENDMENTS .............................................................18

37. WORKING DRAWINGS .......................................................18

38. SPECIAL PROVISIONS .....................................................18

39. DELIVERY OF POSSESSION .................................................18

40. LANDLORD'S RIGHT TO PERFORM TENANT'S DUTIES ............................18

41. LIMITATION OF LANDLORD'S LIABILITY .....................................18

42. TRANSFER OF LANDLORD'S INTEREST ........................................18

(ii)
16

43. SHORT FORM LEASE .......................................................19

44. WAIVER .................................................................19

(iii)
17

LEASE AGREEMENT

BASIC LEASE PROVISIONS

A. BUILDING AND ADDRESS: One Paragon Place
0000 Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000

B. LANDLORD AND ADDRESS: Xxxxx Equity, Inc.
P.0. Xxx 0000
Xxxxxxxxxxxx, Xxxxxxx 00000-0000

C. TENANT AND CURRENT Global Partner Ventures, LLC
ADDRESS: 0000 X. Xxxxx Xxxxxx, # 000
Xxxxxxxx, XX 00000

D. DATE OF LEASE: October 16, 1998

E. LEASE TERM: Approximately Sixty (60) months

F. COMMENCEMENT DATE
OF TERM: December 15, 1998

G. EXPIRATION DATE OF TERM: November 30, 2003

H. INITIAL MONTHLY RENT: Five Thousand Six Hundred Seventy
and 92/100 Dollars ($5,670.92)

I. RENTABLE AREA OF OFFICE
SPACE: 4,003

J. SECURITY DEPOSIT: $5,670.92

LEASE AGREEMENT

THIS LEASE AGREEMENT (the "Lease") made this 16th day of October,
1998, by and between XXXXX EQUITY, INC., having an address of X.X. Xxx 0000,
Xxxxxxxxxxxx, Xxxxxxx 00000-0000, hereinafter referred to as "LANDLORD" and
GLOBAL PARTNER VENTURES, LLC, hereinafter referred to as "TENANT".

WITNESSETH:

1. OFFICE SPACE AND TERM. Landlord, in consideration of the rental
hereinafter reserved to be paid and of the covenants, conditions and agreements
to be kept and performed by Tenant, hereby leases, lets and demises to the
Tenant, and Tenant hereby leases and hires from Landlord that certain space,
hereinafter called the "Office Space", in the building known as ONE PARAGON
PLACE, hereinafter called the "Building", located in Henrico County, Virginia
(and having a street address of 0000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 23230),
which Office Space is more particularly described as follows: Xxxxx 000,
consisting of approximately 4,003 square feet of rentable area outlined in red
on the attached Exhibit "A".

TO HAVE AND TO HOLD the Office Space for a term of approximately sixty
(60) months, commencing on the 15th day of December, 1998, and ending at
midnight on the 30th day of November, 2003. Notwithstanding the foregoing,
however, Landlord shall endeavor to deliver possession of the Office Space to
Tenant on December 11, 1998. If Landlord, for any reason whatsoever, other than
a Tenant Delay (as hereinafter defined), cannot deliver possession of the Office
Space to Tenant on or prior to December 15, 1998, this Lease shall not be void
or voidable, nor shall Landlord be liable to Tenant for any loss or damage
resulting therefrom, but in that event, there shall be an abatement of rent
covering the period between December 15, 1998, and the time when Landlord can
deliver possession and Tenant shall be entitled to offset against future Rent
due hereunder the actual rent paid by Tenant as a result of Tenant becoming a
holdover tenant under its existing lease or other rent paid for alternative
space, provided the foregoing amount shall not exceed one (1) month's holdover
rent under Tenant's existing lease. If, for any reason, Landlord cannot deliver
possession of the Office Space to Tenant on or before February 1, 1999, Tenant
shall have the option to terminate this Lease by giving written notice of such
termination to Landlord prior to February 15, 1999. If Landlord does not deliver
possession of the Office Space to Tenant on or before February 1, 1999, and
Tenant does not notify Landlord in writing of its intent to terminate this Lease
prior to February 15, 1999, this Lease shall continue in full force and effect
in accordance with the terms hereof. The date specified above for the
commencement of the term, or if Landlord cannot deliver possession on such date
as aforesaid, then the date when Landlord can deliver possession is hereinafter
referred to as the "Commencement Date". The ending date of this Lease shall be
extended for an identical period of time to that period of time that transpired
between the 15th day of December, 1998, and the date Landlord delivered
possession, it being the parties' intent that this lease have a complete term of
approximately sixty (60) months. By occupying the Office Space, Tenant shall be
conclusively deemed to have accepted the same as complying fully with Landlord's
covenants and obligations under the Work Letter attached hereto as Exhibit "C",
subject to the "punch list" to be agreed upon by Tenant and Landlord in
accordance with paragraph 5.2 of the Work Letter.

2. RENT. Tenant covenants and agrees to pay to Landlord rental for the
Office Space in the amounts per annum, payable in equal monthly installments of
1/12th of such annual amounts, as shown on the attached Exhibit "B", such
amounts hereinafter called "Rent" or "Rental" and such monthly installments
being due and payable on or before the first day of the first full calendar
month of the term hereof and on or before the first day of each and every
successive calendar month thereafter during the full term of this Lease, subject
to the adjustments as provided hereinafter. In the event the Commencement Date
occurs on a day other than the first day of a calendar month, the first rental
payment shall be in the amount of the Rental for one (1) full calendar month
plus the prorated Rental for the calendar month in which the term of this Lease
commences. Rental and all other sums payable by Tenant to Landlord under this
Lease shall be paid to Landlord, without deduction or offset, at its management
office presently located at 0000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx
00000, or at such other place as Landlord may hereafter specify in writing.

Whenever under the term of this Lease any sum of money is required to be
paid by Tenant in addition to the Rental herein reserved, whether or not such
sum is herein described as "Additional Rental" or provision is made for the
collection of said sum as "Additional Rental", said sum shall nevertheless, at
Landlord's option, if not paid when due, be deemed Additional Rental, and shall
be collectible as such within thirty (30) days after Landlord has sent an
invoice for the same to Tenant.

3. OPERATING EXPENSE ADJUSTMENTS. (A) The parties each acknowledge that
the Rent specified in paragraph 2 of this Lease does not provide for increases
in Operating Expenses, Real Estate Taxes, and Utility Costs (hereinafter called
"Expenses") which may hereafter affect the Office Space or the Building.
Accordingly, beginning with the 2000 Lease Year (as hereinafter defined) and
thereafter during the term of this Lease, and any renewals thereof, Tenant shall
pay to Landlord, in the form of Additional Rental (plus any applicable sales
tax), its proportionate share of projected increased Expenses over the base
amount (as hereinafter defined), such proportionate share to be a fraction, the
numerator of which is the total number of rentable square feet contained in the
Office Space, i.e. 4,003 square feet, and the denominator of which is the
rentable space in the Building, i.e., 146,614 square feet. The base amount for
determining any increases is the amount of Expenses incurred for the operation
and maintenance of the Building during the 1999 Calendar Year in accordance with
accepted principles of sound management and accounting practices as applies to
first-class office buildings in the Richmond, Virginia area. The term "Lease
Year" shall mean the Calendar Year except that the first Lease Year shall
commence on the Commencement Date and end on the first December 31 following the
Commencement Date. Prior to the end of each Lease Year during the term of this
Lease beginning with the 1999 Lease Year, Landlord shall deliver to Tenant a
statement setting forth the amount by which the Expenses for the next Lease Year
are projected to exceed the base amount and setting forth Landlord's basis for
the calculation of such excess amount. During the ensuing Lease Year, Tenant
shall pay to Landlord, as and when Rent is due and payable hereunder, an amount
equal to one-twelfth (1/12) of Tenant's proportionate share of such projected
excess Expenses. The term "Real Estate Taxes" shall mean the annual taxes and
any special assessments of other charges levied against the real property of
which the Office Space is a part by any authority having the direct power so to
tax, including any city, county, state or federal government, or any school,
agricultural, transportation

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or environment control agency, lighting, drainage, or other improvement district
thereof, and shall include the expense of contesting the amount or validity of
any such taxes, charges or assessments. The term "Operating Expenses" shall
include the annual expenses of Landlord for the operation and maintenance of the
Office Space and Building which are reasonable or customary for the operation of
this type of Office Space and Building, and shall include, but not be limited
to, management salaries, costs and fees; maintenance, repair and janitorial
expense; administrative salaries, costs and fees; insurance; security; and
landscaping.

If the Landlord in its sole discretion in operating the Building chooses
to install any energy or labor saving devices, equipment, fixtures or appliances
to or in the Building that otherwise might be considered a capital expenditure,
then the cost of the equipment or fixture shall be amortized (in accordance with
sound accounting and industry practices) over such reasonable period as Landlord
shall determine (in accordance with sound accounting and industry practices),
together with interest on the unamortized balance of such cost at 15% (fifteen
percent) per annum, and included as part of "Operating Expenses"; provided,
however, any increase in Tenant's proportionate share of Operating Expenses
under this paragraph shall not exceed Tenant's proportionate share of the
savings in Operating Expenses actually resulting from such expenditure during
the Term of this Lease. For purposes of confirming the foregoing, upon Tenant's
request, following Tenant's receipt of Landlord's invoice for Operating
Expenses, Landlord will furnish a written summary of the savings realized in the
Calendar Year in question as a result of such capital expenditures.

The term "Utility Costs" shall include Landlord's annual expense for the
operation and maintenance of the Building and the Office Space with respect to
utility charges for furnishing heat, air conditioning, electricity, water,
sewage, gas, garbage removal, etc. If the final lease year (to include renewals)
during which escalation may occur shall contain less than twelve months, the
increase hereunder shall be prorated, the Tenant's obligation to pay such
increase to survive the expiration of this Lease (and renewal) term.

On or about April 1 following the end of the 2000 Lease Year and each
Lease Year thereafter, or at such later time as Landlord shall be able to
determine the actual amounts of Expenses for this Lease Year last ended,
Landlord shall notify Tenant in writing of such actual amounts. If such actual
amounts exceed the projections for such Lease Year, then Tenant shall, within
thirty (30) days after the date of such written notice from Landlord, pay to
Landlord its proportionate share of the excess. The obligation to make such
payments shall survive the expiration or earlier termination of the Term. If the
total Expenses paid by Tenant during such Lease Year exceed the amount thereof
payable for such year based upon actual Expenses for such Lease Year, then
Landlord shall credit such excess to installments of rent payable after the date
of Landlord's notice until such has been exhausted, or if this Lease shall
expire prior to the application of such excess, Landlord shall pay to Tenant the
balance not theretofore applied against Rent. No interest or penalties shall
accrue on any amounts which Landlord is obligated to credit or to pay Tenant by
reason of this section.

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(B) Right to Audit Books and Records. If Tenant disputes the
amount of Expenses as set forth in the statement from Landlord and provided
Tenant is not then in default under this Lease, Tenant shall have the right on
written notice, given within thirty (30) days after the receipt of such
statement from Landlord, to have the Landlord's books and records relating to
Expenses audited by a qualified professional selected by Tenant or by Tenant
itself. If after such audit Tenant still disputes the amount of Expenses, a
certification as to the proper amount shall be made by Landlord's independent
certified public accountant in consultation with Tenant's professional, which
certification shall be final and conclusive. If such audit reveals that Expenses
were overstated by five percent (5%) or more in the calendar year audited,
Landlord shall reimburse Tenant for its reasonable costs in doing the audit, and
Landlord shall within thirty (30) days after the certification pay to Tenant the
amount of any overpayment which it had collected from Tenant. However, if such
certification does not show that Landlord had made such an overpayment then
Tenant shall pay both the costs of its professional as well as the reasonable
charges of Landlord's independent certified public accountant engaged to
determine the correct amount of Expenses. If the certification shows that
Landlord has undercharged Tenant then Tenant shall within thirty (30) days pay
to Landlord the amount of any undercharge.

Books and records necessary to accomplish any audit permitted under this
subparagraph shall be retained for twelve months after the end of each calendar
year, and on receipt of notice of Tenant's dispute of the Expenses shall be
made available to Tenant to conduct the audit, which may be either at the
Property or the offices of Landlord's property manager.

All information obtained through such audit shall be held in strict
confidence by Tenant and its officers, agents and employees and as a condition
to such audit, the Tenant's auditor shall execute a written agreement agreeing
that all information obtained through such audit as well as any compromise,
settlement, or adjustment reached as a result of such audit, shall be held in
strict confidence and shall not be revealed in any manner to any person except
upon the prior written consent of the Landlord, or if required pursuant to any
litigation between Landlord and Tenant materially related to the facts disclosed
by such audit, or if required by law.

(C) Operating Expense Exclusions. Notwithstanding anything to the
contrary set forth herein, Operating Expenses shall not include: (i) financing
or mortgage costs, including the payment of principal or interest due under any
mortgage or deed of trusts encumbering the Building or the land upon which the
Building is situated; (ii) depreciation allowance of any type; (iii) capital
improvement costs, whether principal or interest, other than the amortized costs
of improvements reasonably expected by Landlord to result in decreased Operating
Expenses as provided in subparagraph (A) above; (iv) compensation paid to
officers of Landlord or its management agent or any other person or entity, to
the extent that any of such parties are above the level of asset manager; (v)
costs for which Landlord is reimbursed by any insurance required to be carried
hereunder or actually carried by Landlord; (vi) leasing commissions, legal fees
and other expenses incurred by Landlord or its agents in connection with
negotiations or disputes with tenants or prospective tenants for the Building;
(vii) costs or expenses associated with the enforcement of any leases by
Landlord; (viii) costs or fees relating to the defense of Landlord's title or
interest in the

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land or any part thereof; (ix) costs or expenses relating to Landlord's
obligations under any work letter to construct tenant improvements; (x)
allowances, concessions, permits, licenses, inspections and other costs and
expenses incurred in completing, fixturing, renovating or otherwise improving or
decorating or redecorating space occupied by tenants (including Tenant),
prospective tenants or other occupants or prospective occupants of the Building,
or vacant leasable space at the Building, or constructing or finishing demising
walls and public corridors with respect to any such space whether such work or
alteration is performed for the initial occupancy by such Tenant or occupant or
thereafter except to the extent any such items are offered to be obtained or
performed for the benefit of all tenants of the building; (xi) any cash or other
consideration paid by Landlord on account of, with respect to or in lieu of the
tenant work or alterations described in clause (x) above; (xii) costs incurred
solely due to a default by Landlord or any tenant of the terms and conditions of
any lease; (xiii) any expense for Landlord's advertising and promotional program
for the Building; (xiv) renovation of the Building made necessary by the
exercise of eminent domain; (xv) any cost for the provision of goods or services
by Landlord or an affiliate of Landlord, to the extent such cost exceeds the
cost then prevailing in transactions between unrelated parties (excluding
management fees); (xvi) ground rent; (xvii) legal fees (except for contesting
any Operating Expenses or Real Estate Taxes, and/or personnel matters relating
to employees of Landlord providing services for the Building or that are
directly related to the maintenance, operation or management of the Building);
(xviii) moving expenses costs of tenants of the Building; (xix) costs solely
arising from the presence of hazardous materials or substances in, about or
below the Building or improvements thereon in violation of applicable law,
including, without limitation, hazardous substances, in the groundwater or soil;
(xx) costs incurred by any items to the extent of Landlord's actual receipt of
funds under a manufacturer's, materialman's, vendor's or contractor's warranty;
(xxi) wages, salaries or other compensation or benefits for off-site employees
applicable to the time spent working at other buildings, other than the Building
manager; provided that, with respect to each employee that services the Building
and other buildings owned by Landlord, a pro rata portion of such employee's
salary, wages, compensation, benefits and other employment expenses may be
included in Operating Expenses (based upon time spent by such employee in
providing services for the Building); (xxii) costs of acquisition of sculpture,
paintings, or other objects of art; and (xxiii) the rent or expenses in lieu of
rent for any on-site leasing office of Landlord at the Building (except the
management office serving the Building).

4. USE OF OFFICE SPACE. The Office Space shall be used as a commercial
business office and for no other purposes without the prior written consent of
Landlord, which consent may be granted or withheld in Landlord's sole and
absolute discretion. Tenant shall not do or permit to be done in or about the
Office Space, nor bring or keep or permit to be brought or kept therein,
anything which is prohibited by or will in any way conflict with any law,
statute, ordinance or governmental rule or regulation now in force or which may
hereafter be enacted or promulgated, or which is prohibited by any standard form
of fire insurance policy, or cause a cancellation of any insurance policy
covering the Building or any part thereof or any of its contents. Tenant shall
not do or permit anything to be done in or about the Office Space which will in
any way obstruct or interfere with the rights of other tenants of the Building,
or injure or annoy them or use or allow the

23
Office Space to be used for any improper, immoral or unlawful purpose, nor shall
Tenant cause, maintain, or permit any nuisance in, on, or about the Office Space
or commit or suffer to be committed any waste in, on, or about the Office Space.

5. ASSIGNMENT AND SUBLETTING. Except for an assignment or sublease to
any entity that controls, is controlled by or is under common control with
Tenant (collectively, an "Affiliate"), Tenant shall not assign the right of
occupancy under this Lease or any other interest therein, or sublet the Office
Space, or any portion thereof, without the prior written consent of Landlord,
which consent shall not be unreasonably withheld, conditioned or delayed. Tenant
agrees to pay, on demand, any and all reasonable costs incurred by Landlord
regarding the subleasing of all or any part of Tenant's Office Space.
Notwithstanding anything contained herein to the contrary, Tenant shall have no
right of assignment or subletting if it is then in default of this Lease.
Notwithstanding any assignment of this Lease, or the subletting of the Office
Space, or any portion thereof, Tenant shall continue to be liable for the
performance of all of the terms, conditions and covenants of this Lease,
including, but not limited to, the payment of Rent. Consent by Landlord to one
or more assignments or sublettings shall not operate as a waiver of Landlord's
rights as to any subsequent assignments and sublettings. Except in the case of
an assignment or sublease to or with an Affiliate, Landlord shall have the
option, which shall be exercised by providing Tenant with written notice, of
terminating Tenant's rights and obligations under this Lease rather than
permitting any assignment or subletting by Tenant; provided, however, if
Landlord notifies Tenant of its intent to so terminate Tenant's rights and
obligations under this Lease, Tenant shall have the right to rescind its request
for Landlord's approval of the proposed assignment or sublease, in which case
Landlord's recapture right shall terminate and be of no further force and
effect.

Should Landlord permit any assignment or subletting by Tenant and, after
deducting all reasonable and actual costs associated with such assignment or
subletting, should the moneys received as a result of such assignment or
subletting (when compared to the money still payable by Tenant to Landlord) be
greater than would have been received had Landlord not permitted such assignment
or subletting, then the excess shall be divided equally between Tenant and
Landlord. The provisions of paragraph 26 shall be deemed amended to provide the
correct names and addresses of the assignee or subtenant. In the event Tenant
requests Landlord's consent to any subletting or assignment under this
paragraph, Tenant shall pay Landlord for all expenses incurred by Landlord in
connection with any such assignment or subletting or in connection with
considering Tenant's request, including, without limitation, its reasonable
attorneys' fees.

6. ACCESS TO PREMISES. Landlord or its authorized agent or agents shall
have the right to enter upon the Office Space upon twenty-four (24) hours
advance notice (or upon such shorter notice as may be reasonable in the event of
an emergency) for the purpose of inspecting the same, preventing waste, and
making such repairs as Landlord may consider necessary (but without any
obligation to do so except as expressly provided for herein), and showing the
Office Space to prospective tenants. If, during the last month of the Term,
Tenant shall have removed all or substantially all of Tenant's property
therefrom, Landlord may immediately enter and alter, renovate

24
and redecorate the Office Space without elimination or abatement of Rent or
incurring liability to the Tenant for any compensation or offsets on Rent and
charges owed and such acts shall have no effect upon this Lease.

7. LANDLORD'S SERVICES. Landlord shall, at its expense, furnish the
Office Space with (i) electricity for routine lighting and the operation of
general office machines such as typewriters, dictating equipment, desk model
adding machines, personal computers, copy machines, and the like, which use 110
volt electric power, (ii) heat and air conditioning during the hours specified
in paragraph 12 of Exhibit D to this Lease reasonably required for the
occupation of the Office Space, such heat and air conditioning to be provided by
utilizing the existing systems in the Building, it being expressly understood
and agreed by the parties that Landlord specifically shall not be liable for any
losses or damages of any nature whatsoever incurred by Tenant due to any failure
of the equipment to function properly, or while it is being repaired, or due to
any governmental laws, regulations or restrictions pertaining to the furnishing
or use of such heat and air conditioning, (iii) elevator service, (iv) lighting
replacement for Building standard lights, (v) toilet room supplies, (vi) daily
janitor service during the time and in the manner that such janitor service is
customarily furnished in first-class office buildings in Richmond, Virginia,
(vii) water, and (viii) sewage.

Landlord shall not be liable for any damages directly or indirectly
resulting from, nor shall any Rental herein set forth be abated by reason of (1)
installation, use, or interruption of use, of any equipment in connection with
the furnishing of any of the foregoing services, or (2) failure to furnish, or
delay in furnishing, any such services when such failure or delay is caused by
accident or any condition beyond the reasonable control of Landlord or by the
making of necessary repairs or improvements to the Office Space or to the
Building. The temporary failure to furnish any such services for reasons beyond
Landlord's control shall not be construed as an eviction of Tenant or relieve
Tenant from the duty of observing and performing any of the provisions of this
Lease.

8. PARKING AREAS. Landlord shall keep and maintain the parking areas in
good condition and shall keep the parking areas well lit by providing lighting
for the parking areas in accordance with Landlord's lighting standards for such
areas existing as of the date hereof. During the term of this Lease, subject to
the terms and conditions of paragraph 5 of Exhibit "D", Landlord hereby grants
to Tenant, at no additional cost to Tenant, the right to use up to twenty (20)
parking spaces in the parking areas. Landlord reserves the right to control the
method, manner and time of parking in parking spaces, including the designation
and marking of spaces reserved for individuals with disabilities.

9. LEASEHOLD IMPROVEMENTS. The space herein described is rented "as is",
without any additional services to be rendered by Landlord, other than those
services described in paragraph 7. If Landlord is to additionally alter,
remodel, improve, or do any physical act or thing to the space as presently
constituted, same shall be at the sole expense of Tenant and shall be affected
only by a "Work Order" signed by the parties, the moneys due Landlord from
Tenant for which shall be deemed "Additional Rental" hereunder. In the absence
of a "Work Order" signed by

25
the parties, Landlord is under no obligation to make any such alteration,
remodeling or improvement or do any physical act or thing to the space.
Notwithstanding the foregoing, Landlord shall complete within the Office Space
the work described in, on the terms and conditions described in, the Work Letter
attached hereto as Exhibit "C."

10. REPAIRS AND MAINTENANCE. Landlord will, at its own cost and expense,
except as may be provided elsewhere herein, make necessary repairs of damage to
the Building corridors, lobby, structural members of the Building, the equipment
used to provide the services referred to in paragraph 7 and the parking areas
serving the Building, unless any such damage is caused by acts or omissions of
Tenant, its agents, customers, employees, or invitees, in which event Tenant
will bear the cost of such repairs. Tenant will not injure the Office Space, but
will maintain the Office Space in a clean, attractive condition and in good
repair, except as to damage to be repaired by Landlord as provided above. Tenant
shall maintain the Office Space in accordance with all applicable legal and
governmental requirements, ordinances and rules (including the Board of Fire
Underwriters and the Americans With Disabilities Act). Upon termination of this
Lease, Tenant will surrender and deliver up the Office Space to Landlord in the
same condition in which it existed at the commencement of this Lease, excepting
only ordinary wear and tear and damage arising from any cause not required to be
repaired by Tenant. This paragraph 10 shall not apply in the case of damage or
destruction by fire or other casualty which is covered by insurance maintained
by Landlord on the Building (as to which paragraph 15 hereof shall apply) or
damage resulting from an eminent domain taking (as to which paragraph 17 hereof
shall apply).

11. ALTERATIONS AND IMPROVEMENTS. Tenant shall make no structural
alterations, additions or improvements to the Office Space without prior written
approval of Landlord, which approval may be granted or withheld in Landlord's
sole and absolute discretion. Tenant shall have the right, without the prior
written consent of Landlord, to redecorate the interior of the Office Space and
to make interior alterations, additions or improvements to the Office Space of a
non-structural nature subject to the following: (i) the costs associated with
such redecorating or non-structural alterations, additions or improvements shall
not exceed $5,000 in any one instance, (ii) such non-structural alterations,
additions or improvements must not interfere with any mechanical, electrical,
plumbing or other systems servicing the Building and any materials used in
connection with such redecoration and/or non-structural alterations, additions
or improvements must be of at least the same quality as required by the then
current Building standards, (iii) all work associated with such redecorating or
non-structural alterations, additions or improvements may only be made by
contractors approved by Landlord, which approval shall not be unreasonably
withheld, conditioned or delayed and (iv) Tenant shall deliver final written and
unconditional waivers of mechanic's and materialmen's liens as to the Office
Space, the Building and the land upon which the Building is situated for all
work, labor and services to be performed and materials to be furnished in
connection with such redecorating or non-structural alterations, additions or
improvements. If the costs associated with any proposed redecorating or
non-structural alterations, additions or improvements shall exceed $5,000 in any
one instance, Tenant shall not undertake the same without the prior written
consent of Landlord, which consent shall not be unreasonably withheld so long as
Tenant complies with the requirements set forth in (ii), (iii) and (iv)
hereinabove. Tenant shall

26
conduct any work performed hereunder in such a manner so as not to interfere
with the operation of the Building and shall, prior to the commencement of the
work, submit to Landlord copies of all necessary permits. Tenant covenants that
all work shall be done in compliance with all applicable laws. Unless Landlord
specifies at the time Landlord approves any alterations, additions or
improvements to be made by Tenant hereunder that the same shall be removed by
Tenant upon the expiration or earlier termination of this Lease, all such
alterations, additions or improvements, whether temporary or permanent in
character, made in or upon the Office Space shall be Landlord's property and at
the end of the term hereof shall remain in or upon the Office Space without
compensation to Tenant. If Landlord shall request in writing that any
alterations, additions or improvements be removed from the Office Space upon the
expiration or earlier termination of this Lease, Tenant will, prior to the
expiration or termination of this Lease, remove any and all alterations,
additions and improvements placed or installed by Tenant in the Office Space,
and will repair any damage caused by such removal. Notwithstanding anything
contained hereinabove to the contrary, all of Tenant's furniture, movable trade
fixtures and equipment not attached to the Building may be removed by Tenant at
the termination of this Lease, if Tenant so elects, and shall be so removed, if
required by Landlord, and if not so removed, shall, at the option of Landlord,
become property of Landlord.

12. INDEMNITY. Landlord shall not be liable for and Tenant will
indemnify and save Landlord harmless from and against all fines, suits, claims,
demands, losses and actions (including reasonable attorneys' fees), for any
injury to person or damage to or loss of property on or about the Office Space
caused by the negligence or willful misconduct or breach of this Lease by
Tenant, its employees, subtenants, invitees or arising out of Tenant's use of
Office Space or the Building under express or implied invitation of Tenant, or
arising out of Tenant's use of the Office Space. Landlord shall not be liable or
responsible for any loss or damage to any property or death or injury to any
person occasioned by theft, fire, act of God, public enemy, injunction, riot,
strike, insurrection, war, court order, requisition of other governmental body
or authority, by other tenants of the Building, or of any other matter beyond
control of Landlord, or for any injury or damage or inconvenience which may
arise through repair or alteration of any part of the Building, or failure to
make repairs, or from any cause whatever except Landlord's affirmative acts of
negligence.

Tenant shall not be liable for and, subject to the terms of paragraph 41
hereof, Landlord will indemnify and save Tenant harmless from and against all
fines, suits, claims, demands, losses and actions (including reasonable
attorneys' fees) for any injury to person or damage to or loss of property on or
about the Office Space caused by the negligence or willful misconduct or breach
of this Lease by Landlord, its employees, subtenants, invitees or arising out of
Landlord's ownership of the Office Space or the Building. Tenant shall not be
liable or responsible for any loss or damage to any property or death or injury
to any person occasioned by then, fire, act of God, public enemy, injunction,
riot, strike, insurrection, war, court order, requisition of other governmental
body or authority, by other tenants of the Building, or for any other matter
beyond control of Tenant, or for any injury or damage or inconvenience which may
arise through repair or alteration of any part of the building, or failure to
make repairs, or from any cause whatsoever except Tenant's affirmative acts of
negligence.

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13. TENANT'S INSURANCE. Tenant, at its expense, shall maintain in force
during the Term, comprehensive general public liability insurance, which shall
include coverage for personal liability, contractual liability, tenant's legal
liability, bodily injury (including death) and property damage, all on an
occurrence basis with respect to the business carried on, in, or from Office
Space and Tenant's use and occupancy of the Office Space with coverage for any
one occurrence or claim of not less than $2,000,000 or such other amount as
Landlord may reasonably require upon not less than six (6) months' prior written
notice.

All insurance required to be maintained by Tenant shall be on terms and
with insurers reasonably acceptable to Landlord. Landlord shall be named as an
additional insured party in each policy required hereunder. Each policy shall
contain a waiver by the insurer of any rights of subrogation or indemnity or any
other claim to which the insurer might otherwise be entitled and shall also
contain an undertaking by the insurer that no material change adverse to
Landlord or Tenant will be made, and the policy will not lapse or be canceled,
except after not less than thirty (30) days' prior written notice to Landlord of
the intended change, lapse or cancellation. Tenant shall furnish to Landlord, if
and whenever requested by it, certificates or other evidence acceptable as to
the insurance from time to time maintained by Tenant and the renewal or
continuation in force of such insurance.

14. LANDLORD'S INSURANCE. Landlord shall at all times during the term of
this Lease carry at its own expense a policy of insurance written on a
replacement cost basis that insures the Building, including the Office Space,
against loss or damage by fire or other casualty (namely, the perils against
which insurances afforded by a standard "all risk" casualty insurance policy);
provided, however, that Landlord shall not be responsible for and shall not be
obligated to insure against any loss of or damage to any personal property of
Tenant or any trade fixtures installed by or paid for by Tenant in the Office
Space or any additional improvements that Tenant may construct in the Office
Space. Such policy shall contain a waiver by the insurer of any rights of
subrogation or indemnity or any other claims which the insurer might otherwise
be entitled against Tenant. Landlord shall also maintain comprehensive general
public liability insurance, which shall include coverage for personal liability,
contractual liability, Landlord's legal liability, bodily injury (including
death), and property damage in or about the Building, all on an occurrence
basis, with coverage of not less than $2,000,000 per occurrence.

15. DAMAGE BY FIRE OR THE ELEMENTS. In the event that the Building
should be totally destroyed by fire, tornado or other casualty or in the event
the Office Space or Building should be so damaged that rebuilding or repairs
cannot be completed within one hundred twenty (120) days after the date of
such damage, either Landlord or Tenant may at its option, by written notice to
the other given not more than thirty (30) days after the date of such fire or
other casualty, terminate this Lease. In such event, the Rent shall be abated
during the unexpired portion of this Lease effective with the date of such fire
or other casualty. In the event the Building or the Office Space should be
damaged by fire, tornado, or other casualty covered by Landlord's insurance but
only to such extent that rebuilding or repairs can be completed within one
hundred twenty (120) days after the date of such damage, or if the damage should
be more serious but neither Landlord

28
or Tenant elects to terminate this Lease, then Landlord shall within thirty (30)
days after the date on which it receives the insurance proceeds, commence to
rebuild or repair the Building and/or the Office Space and shall proceed with
reasonable diligence to restore the Building and/or the Office Space to
substantially the same condition in which it was immediately prior to the
happening of the casualty, except that Landlord shall not be required to
rebuild, repair or replace any part of the furniture, equipment, fixtures, and
other improvements which may have been placed by Tenant or other tenants within
the Building or Office Space. If all or any part of the Office Space is damaged
by fire or other casualty and this Lease is not terminated, Tenant shall
promptly and with due diligence repair and restore this leasehold improvements
and personal property previously installed by Tenant pursuant to this Lease.
Landlord shall, unless such damage is the result of the negligence or willful
misconduct of Tenant or Tenant's employees or invitees, allow Tenant a fair
diminution of Rent during the time that the Office Space is unfit for occupancy
and Tenant does not, in fact, occupy the Office Space. In the event any
mortgagee, under a deed of trust, security agreement or mortgage on the
Building, should require that the insurance proceeds be used to retire the
mortgage debt, Landlord shall have no obligation to rebuild and this Lease shall
terminate upon notice to Tenant. Any insurance which may be carried by Landlord
against loss or damage to the building or to the Office Space shall be for the
sole benefit of Landlord.

16. RULES AND REGULATIONS. Tenant shall faithfully observe and comply
with the rules and regulations in effect with respect to the Building, a copy of
which rules and regulations currently in effect being attached to this Lease as
Exhibit "D", and all reasonable modifications of and additions thereto from time
to time put into effect by Landlord. Landlord shall not be responsible to Tenant
for the nonperformance of any said rules and regulations by any other tenant or
occupant of the Building.

17. EMINENT DOMAIN. If the whole or a portion of the Building shall be
taken for any public or quasipublic use under any statute or by right of eminent
domain or private purchase in lieu thereof then at Landlord's option, but not
otherwise, the term hereby demised and all rights of Tenant hereunder shall
immediately cease and terminate and the rental shall be adjusted as of the date
of such termination. Tenant shall be entitled to no part of the award made for
such condemnation (or other taking) or the purchase price thereof. Nevertheless,
anything to the contrary notwithstanding, likewise at the Landlord's option, but
not otherwise, if the Office Space is unaffected by such condemnation (or other
taking), then this Lease and each and every one of its provisions shall continue
in full force and effect.

18. SIGNS AND ADVERTISING. Without prior written approval of Landlord,
Tenant shall not permit the painting or display of any signs, placard,
lettering, or advertising material of any kind on or near the exterior of the
Office Space.

Notwithstanding the foregoing, Tenant may display Tenant's name on or
near the entrance of the Office Space, in a manner prescribed by the Landlord.

29
19. DEFAULT. Landlord, at its election, may exercise any one or more of
the options referred to below upon the happening or at any time after the
happening of any one or more of the following events, each of which shall be
deemed a "default" or "event of default" under this Lease:

(a) Tenant's failure to pay the Rental, Additional Rental, or any other sums
payable hereunder for a period of ten (10) days after notice by
Landlord;

(b) Tenant's failure to observe, keep or perform any of the other terms,
covenants, agreements or conditions of this Lease or in the Building
rules and regulations for a period of fifteen (15) days after notice by
Landlord, provided that, for any failure which cannot reasonably be
cured within said fifteen (15) day period, the cure period therefore
shall be extended for such time as is reasonably necessary to effect a
cure of such failure, on the conditions that, promptly upon determining
that the aforesaid fifteen (15) day cure period is inadequate, Tenant
shall deliver notice to Landlord of the steps being taken to cure such
default and the amount of time reasonably estimated by Tenant to effect
such cure, and Tenant shall promptly commence and diligently pursue such
cure;

(d) Tenant making an assignment for the benefit of creditors;

(e) A receiver or trustee being appointed for Tenant or substantial portion
of Tenant's assets;

(f) Tenant's voluntary petitioning for relief under, or otherwise seeking
the benefit of, any bankruptcy, reorganization, arrangement or
insolvency law;

(g) Tenant's attempting to mortgage or pledge its interest hereunder;

(h) Tenant's interest under this Lease being sold under execution or other
legal process;

(i) Except as otherwise set forth in Paragraph 5, Tenant's interest under
this Lease being assigned by attempted subletting or by operation of
law;

(j) Any of the goods or chattels of Tenant used in or incident to the
operation of Tenant's business in the Office Space being seized,
sequestered, or impounded by virtue of, or under authority of, any legal
proceedings;

(k) The dissolution of Tenant.

30
In the event of any of the foregoing happenings, the Landlord, at its
election, may exercise any one or more of the following options, the exercise of
any of which shall not be deemed to preclude the exercise of any others therein
listed or otherwise provided by statute or general law at the same time or in
subsequent times or actions:

(1) Terminate Tenant's right to possession under this Lease and
reenter and retake possession of the Office Space and relet or attempt
to relet the Office Space on behalf of Tenant at such Rent and under
such terms and condition as Landlord may deem best under the
circumstances. Landlord shall not be deemed to have thereby accepted a
surrender of the Office Space, and Tenant shall remain liable for all
Rental, Additional Rental, or other sums due under this Lease and for
all damages suffered by Landlord as a result of Tenant's breach of any
of the covenants of this Lease.

(2) Declare this Lease to be terminated, ended and null and
void, reenter upon and take possession of the Office Space whereupon
all right, title and interest of the Tenant in the Office Space shall
end.

(3) In the case of Tenant's failure to pay Rental and Additional
Rental within the time period provided in paragraph 19(a) above,
accelerate and declare the entire remaining unpaid Rental and Additional
Rental for the balance of this Lease to be immediately due and payable
forthwith, and at once, take legal action to recover and collect the
same. Landlord shall be under no obligation to relet the Office Space,
but if Landlord elects to accelerate rent as provided herein, Landlord
agrees to use reasonable efforts to relet the Office Space and agrees
that Tenant shall be entitled to a credit in the net amount of rent
actually received by Landlord in reletting, after deduction of all
reasonable expenses incurred in repossession and in reletting the leased
premises (including, without limitation, repairs, remodeling costs,
brokerage fees, and the like), and in collecting the rent in connection
therewith.

No reentry or retaking possession of the Office Space by Landlord shall
be construed as an election on its part to terminate this Lease, unless a
written notice of such intention be given to Tenant. Nor shall pursuit of any
remedy herein provided constitute a forfeiture or waiver of any Rent due to
Landlord hereunder or of any damages accruing to Landlord by reason of
violations of any of the terms, provisions and covenants herein contained.
Landlord's acceptance of Rent or Additional Rent following any event of default
hereunder shall not be construed as Landlord's waiver of such event of default.
No forbearance by Landlord of action upon any violation or breach of any of the
terms, provisions and covenants herein contained shall be deemed or construed to
constitute waiver of the terms, provisions and covenants herein contained.
Forbearance by Landlord

31
to enforce one or more of the remedies herein provided upon an event of default
shall not be deemed or construed to constitute a waiver of any other violation
or default. Legal actions to recover for loss or damage that Landlord may suffer
by reason of termination of this Lease or the deficiency from any reletting as
provided for above shall include the expenses of repossession and any repairs or
remodeling undertaken by Landlord following repossession.

Time is of the essence of this Lease, and in case either party shall
fail to perform the covenants on its part to be performed at the time fixed for
the performance of such respective covenants by the provisions of this Lease,
the other party may, subject to the notice and cure provisions, if any,
hereinabove provided, declare such party to be in default of this Lease. Any
reference in this Lease to "days" shall mean calendar days.

20. ATTORNEY'S FEES. In the event is shall become necessary for a party
hereto to institute any legal action or proceeding of any nature for the
enforcement of this Lease, or any of the provisions hereof, or to employ any
attorney therefor, the non-prevailing party agrees to pay all court costs and
attorneys fees (as approved by the court) incurred by the prevailing party.

21. LANDLORD'S LIEN. In addition to the statutory Landlord's Lien,
Landlord shall have, at all times, a valid security interest to secure payment
of all Rental, Additional Rental and other sums of money becoming due hereunder
from Tenant, and to secure payments of any damages or loss which Landlord may
suffer by reason of the breach by Tenant of any covenant, agreement or condition
contained herein, upon ail goods, wares, equipment, fixtures, furniture,
improvements and other personal property of Tenant presently or which may
hereinafter be situated in the Office Space, and all proceeds therefrom, 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 and all of the
covenants, agreements, and conditions hereof have been fully complied with and
performed by Tenant. In consideration of this Lease, upon the occurrence of an
event of default by Tenant, Landlord may, in addition to any other remedies
provided herein, enter upon the Office Space and take possession of any and all
goods, wares, equipment, fixtures, furniture, improvements, and other personal
property of Tenant situated on or in the Office Space, without liability for
trespass or conversion, and sell the same at public or private sale, with or
without having such property at the sale, after giving Tenant reasonable notice
of the time and place of any public sale or of the time after which any private
sale is to be made, at which sale the Landlord or its assigns may purchase
unless otherwise prohibited by law. Unless otherwise provided by law, and
without intending to exclude any other manner of giving Tenant reasonable
notice, the requirement of reasonable notice shall be met if such notice is
given in the manner prescribed in paragraph 25 of this Lease at least five (5)
days before the time of sale. The proceeds from any such disposition less any
and all expenses connected with the taking of possession, holding and selling of
the property (including reasonable attorney's fees and other expenses), shall be
applied as a credit against the indebtedness secured by the interest granted in
this paragraph 21. Any surplus shall be paid to Tenant or as otherwise required
by law; and Tenant shall pay any deficiencies forthwith. Upon request by
Landlord, Tenant agrees to execute and deliver to Landlord a financing statement
in form sufficient to perfect the

32
security interest of Landlord in the aforementioned property and proceeds
thereof under the provisions of the Uniform Commercial Code in force in the
Commonwealth of Virginia. The statutory lien for rent is not hereby waived, the
security interest hereby granted being in addition and supplementary thereto.
Notwithstanding anything contained hereinabove to the contrary, Landlord hereby
agrees to subordinate any lien on Tenant's personal property and trade fixtures
located in the Office Space granted to Landlord by statute or by virtue of this
Lease to any current or future financing arrangements entered into by Tenant
with respect to its personal property and trade fixtures located in the Office
Space.

22. SUBORDINATION. In consideration of the execution of this Lease by
Landlord, Tenant accepts this Lease subject to any deeds of trust, master
leases, security interests or mortgages which might now or hereafter constitute
a lien upon the Building or improvements therein or on the Office Space and to
zoning ordinances and other building and fire ordinances and governmental
regulations relative to the use of the property. Although no instrument or act
on the part of Tenant shall be necessary to effectuate such subordination,
Tenant shall, nevertheless, for the purposes of confirmation, at any time
hereafter, on demand, in the form(s) prescribed by Landlord, execute any
instruments, estoppel certificates, releases or other documents that may be
requested or required by any holder of any superior interest for the purposes of
subjecting and subordinating this Lease to the lien of any such deed of trust,
master lease, security interest, mortgage, or superior interest, and Tenant
hereby appoints Landlord attorney in fact, irrevocably, to execute and deliver
any such instrument or document for Tenant should Tenant fail or refuse to do
so. Notwithstanding the foregoing, however, Landlord shall exercise commercially
reasonable efforts to obtain a nondisturbance agreement from the holder of such
prior lien in a form and substance reasonably acceptable to Tenant and the
holder of such prior lien. Landlord's inability to obtain such a nondisturbance
agreement, however, shall in no way affect the enforceability of this Lease or
this paragraph 22.

23. QUIET ENJOYMENT. Provided Tenant has performed all of the terms,
covenants, agreements, and conditions of this Lease, including the payment of
Rental and all other sums due hereunder, Tenant shall peaceably and quietly hold
and enjoy the Office Space against Landlord and all persons claiming by, through
or under Landlord, for the term herein described, subject to the provisions and
conditions of this Lease, except as otherwise set forth in paragraph 22 above.

24. SECURITY DEPOSIT. Tenant, concurrently with the execution of this
Lease, has deposited with Landlord the sum of $5,670.92, the receipt of which is
hereby acknowledged, which sum shall be retained by Landlord as a security
deposit. The security deposit shall be held by Landlord without liability for
interest and as security for the performance by Tenant of Tenant's covenants and
obligations under this Lease, it being expressly understood that such deposit
shall not be considered an advance payment of Rent or Additional Rent or a
measure of Landlord's damages in case of default by Tenant. Upon the occurrence
of any event of default by Tenant, Landlord may, from time to time, without
prejudice to any other remedy, use such deposit to the extent necessary to make
good any arrearages of Rent, Additional Rent and any other damage, injury,
expense or liability caused to Landlord by such event of default. Following any
such application of the security

33
deposit, Tenant shall pay to Landlord on demand the amount so applied in order
to restore the security deposit to its original amount. If Tenant is not then in
default hereunder, any remaining balance of such deposit shall be returned by
Landlord to Tenant upon termination of this Lease. If Landlord transfers its
ownership interest in the Building during the Lease term, Landlord may assign
the security deposit to the transferee and thereafter shall have no further
liability for the return of such security deposit.

25. MECHANIC'S LIENS. Tenant will not permit any mechanic's lien or
liens to be placed upon the Office Space or the Building or improvements thereon
during the term hereof caused by or resulting from any work performed, materials
furnished or obligations incurred by or at the request of Tenant and in the case
of the filing of any such lien Tenant will promptly pay same. If default in
payment thereof shall continue for ten (10) days after written notice thereof
from Landlord to Tenant, Landlord shall have the right and privilege at
Landlord's option of paying the same or any portion thereof without inquiry as
to the validity thereof, and any amounts so paid, including expenses and
interest, shall be deemed Additional Rental hereunder due from Tenant to
Landlord and shall be repaid with interest per annum at the lesser of (a) twenty
percent (20%) or (b) the maximum rate permitted by law until repaid, and if not
so paid within ten (10) days of the rendition of such xxxx shall constitute
default under paragraph 18 hereof.

26. NOTICES. Any notice or document required or permitted to be
delivered hereunder shall be deemed to be delivered or given when (a) actually
received or (b) signed for or "refused" as indicated on the postal service
return receipt. Delivery may be by personal delivery or by United States mail,
postage prepaid, certified or registered mail, addressed to the parties hereto
at the respective addresses set out opposite their names below, or at such other
address as they may hereafter specify by written notice delivered in accordance
herewith:

LANDLORD:

XXXXX EQUITY, INC.
X.X. Xxx 0000
Xxxxxxxxxxxx. Xxxxxxx 00000-0000

TENANT:

GLOBAL PARTNER VENTURES, LLC
One Paragon Place
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000

27. FORCE MAJEURE. Whenever a period of time is herein prescribed for
action to be taken by a party hereunder, such 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, act of God, shortages of labor
or materials, theft, fire, public enemy, injunction, insurrection, court order,
requisition of other governmental body or authority, war, governmental laws,
regulations, or restrictions or any other causes of any kind whatsoever which
are beyond the control of such party.

34
28. SEPARABILITY. If any clause or provision of this Lease is illegal,
invalid, or unenforceable under present or future laws effective during the
term of this Lease, then and in that event, it is the intention of the parties
hereto that the remainder of this Lease shall not be affected thereby.

29. HOLDING OVER. The failure of Tenant to surrender the Office Space
on the date provided herein for the termination of this Lease (or at the time
this Lease may be terminated otherwise by Landlord), and the subsequent holding
over by Tenant, with or without the consent of Landlord, shall result in the
creation of a tenancy at will at one hundred fifty percent (150%) of the rental
payable at the time of the date provided herein for the termination of this
Lease. This provision does not give Tenant any right to hold over at the
expiration of the term of this Lease, and shall not be deemed, the parties
agree, to be a renewal of this Lease term, either by operation of law or
otherwise.

30. RELOCATION. [INTENTIONALLY DELETED]

31. RENT A SEPARATE COVENANT. Tenant shall not for any reason withhold
or reduce Tenant's required payments of Rent and other charges provided in this
Lease, it being agreed that the obligations of Landlord hereunder are
independent of Tenant's obligations.

32. JOINT AND SEVERAL LIABILITY. [INTENTIONALLY DELETED]

33. ABSENCE OF OPTION. The submission of this Lease for examination does
not constitute a reservation of or option for the Office Space, and this Lease
becomes effective only upon execution and delivery thereof by Landlord.

34. CORPORATE TENANCY. If Tenant is a corporation, the undersigned
officer of Tenant hereby warrants and certifies to Landlord that Tenant is a
corporation in good standing and is authorized to do business in the
Commonwealth of Virginia. The undersigned officer of Tenant hereby further
warrants and certifies to Landlord that he or she as such officer, is authorized
and empowered to bind the corporation to the terms of this Lease by his or her
signature thereto.

35. BROKERAGE COMMISSION. Xxxxxxxx Xxxx Company has served as Tenant's
broker in connection with the execution of this Lease (the "Tenant's Broker").
Landlord shall pay a commission to the Tenant's Broker in an amount equal to
three percent (3%) of the total annual rental due hereunder during the term of
this Lease, with fifty percent (50%) being payable by Landlord upon the date
this Lease is fully executed by Landlord and Tenant and the remaining fifty
percent (50%) being payable by Landlord upon the date Tenant accepts possession
of the Office Space. Except for the foregoing commission due to Tenant's Broker,
Tenant warrants that there are no claims other than by Tenant's Broker for
broker's commissions or finders' fees in connection with Tenant's execution of
this Lease based on its activities and agrees to indemnify and save Landlord
harmless from all liability that may arise from such claim, including reasonable
attorney's fees.

35
36. AMENDMENTS. This Lease contains the entire agreement between the
parties hereto and may not be altered, changed or amended, except by an
instrument in writing signed by both parties hereto. No provision of this Lease
shall be deemed to have been waived by Landlord unless such waiver be in writing
signed by Landlord and addressed to Tenant, nor shall any custom or practice
which may grow up between the parties in the administration of the provisions
hereof be construed to waive or lessen the right of Landlord to insist upon the
performance by the Tenant in strict accordance with the terms hereof. The terms,
provisions, covenants, and conditions contained in this Lease shall apply to,
inure to the benefit of, and be binding upon the parties hereto, and upon their
respective successors in interest and legal representatives, except as otherwise
herein expressly provided.

37. WORKING DRAWINGS. Tenant agrees to bear all costs of any changes in
the working drawings made after the final working drawings meeting or in the
Office Space as a result of any such changes in the working drawings.

38. SPECIAL PROVISIONS. Any special provisions required under this Lease
shall be attached hereto as Exhibit "E", and shall be signed by both parties to
this Lease.

39. DELIVERY OF POSSESSION. [INTENTIONALLY DELETED]

40. LANDLORD'S RIGHT TO PERFORM TENANT'S DUTIES. If Tenant fails timely
to perform any of its duties under this Lease, Landlord shall have the right
(but not the obligation), after the expiration of any grace period expressly
provided in this Lease, to perform such duty on behalf of and at the expense of
Tenant, and all sums expended or expenses incurred by Landlord in performing
such duty shall be deemed Additional Rental under this Lease and shall be due
and payable upon demand by Landlord.

41. LIMITATIONS OF LANDLORD'S LIABILITY. Anything contained in this
Lease to the contrary notwithstanding, Tenant agrees that it shall look solely
to the estate and property of the Landlord in the Building and the land
thereunder for the collection of any judgment (or other judicial process)
requiring the payment of money by Landlord for any default or breach by Landlord
of any of its obligations under this Lease, subject, however, to the prior
rights of any ground or underlying landlord or the holder of any mortgage
covering the Building or of Landlord's interest therein. No other assets of the
Landlord shall be subject to levy, execution or other judicial process for the
satisfaction of Tenant's claim. This provision shall not be deemed, construed or
interpreted to be or constitute an agreement, express or implied, between
Landlord and Tenant that the Landlord's express or implied interest hereunder
and in the Building shall be subject to impressment of an equitable lien or
otherwise. Nothing herein contained shall be construed to limit any right of
injunction against the Landlord, where appropriate.

42. TRANSFER OF LANDLORD'S INTEREST. In the event of the sale,
assignment or transfer by Landlord of its interest in the Building or in this
Lease (other than a collateral assignment to secure a debt of Landlord) to a
successor in interest who expressly assumes the

36
obligations of Landlord hereunder, Landlord shall thereupon be released or
discharged from all of its covenants and obligations hereunder, except such
obligations as shall have accrued prior to any such sale, assignment or
transfer; and Tenant agrees to look solely to such successor in interest of
Landlord for performance of such obligations. Any securities given by Tenant to
Landlord to secure performance by Tenant of its obligations hereunder may be
assigned by Landlord to such successor in interest of Landlord; and, upon
acknowledgment by such successor of receipt of such security and its express
assumption of the obligation to account to Tenant for such security in
accordance with the terms of this Lease, Landlord shall thereby be discharged of
any further obligation relating thereto. Landlord's assignment of this Lease or
of any or all of its rights herein shall in no manner affect Tenant's
obligations hereunder. Tenant shall thereafter attorn and look to such assignee,
as Landlord, provided Tenant has first received written notice of such
assignment of Landlord's interest. Landlord shall have the right to freely sell,
assign or otherwise transfer its interest in the Building and/or this Lease,
provided Landlord's successor, assignee or transferee assumes Landlord's
obligations under this Lease.

43. SHORT FORM LEASE. At Tenant's request, upon commencement of the Term
of this Lease, the parties hereto shall execute a memorandum or short form lease
agreement, in recordable form, specifying the commencement and termination dates
of the term hereof and including any such other provisions hereof as either
party may desire to incorporate therein. Tenant shall pay all costs and expenses
incurred in connection with the preparation and recordation of such memorandum.

44. WAIVER. Except as otherwise provided herein, to the full extent
permitted by law, Tenant hereby releases and waives all claims against Landlord
and its respective agents and employees for injury or damage to person, property
or business sustained in or about the Office Space or the Building by Tenant,
its agents or employees other than damage caused by the negligent or willful
acts of Landlord or its respective agents or employees.

37
IN WITNESS WHEREOF, the undersigned duly authorized officers executed
this Lease this 16th day of October, 1998.

TENANT:

GLOBAL PARTNER VENTURES, LLC

By: /s/ XXXX X. SAMPLE
-----------------------------------------
Its: Vice President & Chief Financial Officer
-----------------------------------------

LANDLORD:

XXXXX EQUITY INC.

By: /s/ XXXXXX X. XxXXXXXX
-----------------------------------------
Its: Vice President
-----------------------------------------

38
COMMONWEALTH OF VIRGINIA )
)ss.: to wit:
CITY/COUNTY OF HENRICO )

The foregoing instrument was acknowledged before me in County of Henrico
this 16th day of October, 1998, by Xxxx X. Sample as duly authorized V. Pres. &
Chief Fin Off of GLOBAL PARTNER VENTURES, LLC, a Delaware limited liability
company.

/s/ [Signature Illegible]
-------------------------------
Notary Public

My Commission Expires: 9/30/01
------------------------------

STATE OF FLORIDA )
)ss.: to wit:
CITY/COUNTY OF XXXXX )

The foregoing instrument was acknowledged before me in the State of
Florida this 27th day of October, 1998, by Xxxxxx X. XxXxxxxx as Vice President
of XXXXX EQUITY, INC., a Florida Corporation.

/s/ XXXXX X. XXXXXXX
-------------------------------
Notary Public

My Commission Expires: April 6, 2001
------------------------------

XXXXX X. XXXXXXX
[SEAL] MY COMMISSION #CC 636040
EXPIRES: April 6, 2001
BONDED THRU AON RISK SERVICES, INC. OF FL

39
EXHIBIT B

RENT SCHEDULE

Period Annual Rent Monthly Installment
------ ----------- -------------------

12/01/98 - 11/30/99 $68,057.00 $5,670.92*
12/01/99 - 11/30/00 $69,772.29 $5,814.36
12/01/00 - 11/30/01 $71,533.61 $5,961.13
12/01/01 - 11/30/02 $73,334.96 $6,111.25
12/01/02 - 11/30/03 $75,176.34 $6,264.70

* Inasmuch as the commencement date of this Lease is December 15, 1998,
the first monthly installment of Rent shall be $3,109.86.

B-1

40
EXHIBIT C

WORK AGREEMENT
(Plans Attached)

This Work Agreement is attached to and made a part of that certain Lease
Agreement dated as of October 16th, 1998, (the "Lease"), between XXXXX EQUITY,
INC. ("Landlord"), and GLOBAL PARTNER VENTURES, LLC. ("Tenant"). The terms used
in this Exhibit that are defined in the Lease shall have the same meanings as
provided in the Lease. This Work Agreement sets forth the terms and conditions
governing the design, permitting and construction of the tenant improvements
("Improvements") to be installed in the Office Space.

1. Tenant's Representative. Tenant hereby appoints Xxxx Xxxxxxx as its
authorized representative ("Tenant's Representative") with full power and
authority to bind Tenant for all actions taken with regard to the Improvements.
Tenant hereby ratifies all actions and decisions with regard to the Improvements
that the Tenant's Representative may have taken or made prior to the execution
of this Work Agreement.

2. Improvements.

2.1 Landlord's Work. Landlord, at its sole cost (subject to the
cost of same not exceeding $32,024.00, the "Cost Allowance"), shall prepare the
Plans and Specifications for, furnish materials for, and construct and install
in or for the benefit of the Office Space the Improvements shown on the Plans
and Specifications attached hereto as Schedule C-1, ("Landlord's Work") using
materials selected by Landlord (and reasonably approved by Tenant) which are
consistent with the quality, size, finish, design, capacity, color, and/or
appearance utilized by Landlord for standard improvements to the Building,
unless otherwise indicated in the Plans and Specifications. Landlord's Work
shall also include preparation and submittal to Tenant of one (1) space plan and
one (1) revision thereto based on comments from Tenant. Tenant shall approve or
disapprove and provide comments on the Plans and Specifications and space plan
within five (5) business days following submittal of the same to Tenant by
Landlord.

2.2 Tenant's Work. "Tenant's Work" shall mean all improvements to
the Office Space not included in Landlord's Work, or, if applicable, all
improvements included in Landlord's Work and items included in the Cost
Estimate, to the extent the cost thereof exceeds the Cost Allowance.

2.3 Excess Cost Allowance. Notwithstanding anything contained
herein to the contrary, to the extent the Cost Allowance exceeds the actual
costs of completing Landlord's Work, Tenant may use the excess portion of the
Cost Allowance to cover any actual and reasonable costs incurred by Tenant in
connection with purchase and installation of cabling, wiring, appliances, shower
facilities and/or any actual and reasonable moving costs incurred by Tenant in
connection with its move from its existing location to the Office Space.

C-1

41
3. Pricing and Construction.

3.1 Cost Estimate. The "Cost Estimate" shall include all amounts
charged by Landlord's contractor for performing all work and providing all
materials in connection with Landlord's and Tenant's Work (including the
Landlord's general contractor's general conditions, overhead and profit), plus
an amount equal to five percent (5%) of the general contractor's charges as
compensation for Landlord's overhead and administrative expenses. The cost of
Landlord's Work shall include the cost of preparing the Plans and
Specifications, including space plans and construction documents, to the extent
the cost of same, in addition to the cost of the Improvements included in
Landlord's Work, does not exceed the Cost Allowance. The amount of any such
excess shall be included in the cost of Tenant's Work.

3.2 Payments by Tenant or Tenant's Work. The price of Tenant's
Work performed by Landlord's general contractor shall be payable by Tenant as
and when Landlord incurs any costs associated therewith. Accordingly, as and
when Landlord incurs any costs associated with Tenant's Work, Landlord shall
provide a written statement to Tenant setting forth such costs, and Tenant shall
reimburse Landlord for the full amount of such costs within five (5) business
days of receipt of such statement from Landlord.

3.3 Construction. After approval of the Cost Estimate by Tenant,
Landlord shall administer the full construction of the Improvements in
accordance with the approved Plans and Specifications, and will endeavor to
Substantially Complete the Improvements on or before December 11, 1998. If the
Improvements are not Substantially Complete by such date, the validity and
enforceability of the Lease shall not be affected thereby and, except as
otherwise provided in paragraph 1 of the Lease, Landlord shall have no liability
to Tenant for failure to Substantially Complete the Improvements by such date;
provided, however, Landlord shall continue to endeavor to Substantially Complete
the Improvements as soon as reasonably practicable thereafter.

4. Change Orders. If Tenant requests any change or addition to the work
or materials to be provided by Landlord pursuant to this Exhibit after Tenant's
acceptance of the Cost Estimate, Landlord shall respond to Tenant's request for
consent as soon as possible, but in no event later than five (5) working days
after it being made. If Landlord approves such request, Landlord shall as soon
as practicable after such approval notify Tenant of the cost of such change
order and the delay in Substantial Completion of the Improvements, if any, due
to the change order which would be Tenant's sole responsibility. All additional
expenses directly attributable to any change order requested by Tenant
(including a ten percent (10%) overhead and administration fee) shall be payable
to Landlord by Tenant upon submission of a statement of such costs to Tenant.

5. Substantial Completion. "Substantial Completion" of the Improvements
shall be conclusively deemed to have occurred as soon as the Improvements to be
installed by Landlord pursuant to this Work Agreement have been constructed in
accordance with the approved Plans

C-2

42
and Specifications and approved change orders, as certified by Landlord's
architect or general contractor. Notwithstanding the above, the Improvements
shall be considered Substantially Complete even though (a) there remain to be
completed in the Office Space punch list items reasonably acceptable to Landlord
and Tenant, including but not limited to minor or insubstantial details of
construction, decoration or mechanical adjustment, the lack of completion of
which will not materially interfere with Tenant's permitted use of the Office
Space, and/or (b) there is a delay in the Substantial Completion of the
Improvements due to a "Tenant Delay" as defined below.

5.1 Tenant Delays. The following items shall be referred to
individually as a "Tenant Delay":

(a) Tenant's failure to comply with any of the deadlines
specified in this Work Agreement; or

(b) Tenant's request for changes or additions to the
Improvements subsequent to the date of Tenant's initial approval of the Plans
and Specifications; or

(d) The performance of any work by any person or firm
employed or retained by Tenant; or

(e) Tenant's request for materials, finishes or
installations which are not included in the Plans and Specifications not
available as needed to meet the general contractor's schedule for Substantial
Completion; or

(f) Tenant's or Tenant's agent, including Tenant's
contractors, vendors, and Representative's interference with the general
contractor's schedule; or

(g) The installation of Tenant's Work; or

(h) Any other Tenant-caused delay.

5.2 Punch List. Upon Substantial Completion of the Improvements,
Landlord's architect or general contractor shall prepare a preliminary punch
list in writing for Landlord and Tenant's review and Landlord and Tenant shall
examine the Improvements and shall agree on a final "punch list" which shall
specify the items of work that require correction, repair or replacement. Tenant
shall approve such punch list in writing within two (2) working days of the
walk-through.

C-3

43
6. Acknowledgment by Tenant. By occupying the Office Spaces, Tenant
shall be conclusively deemed to have accepted the same as complying fully with
Landlord's covenants and obligations under this Work Letter, subject to items
contained in the punch list prepared as provided in Paragraph 5.2 and subject to
any latent defects discovered within the first (1st) Lease Year. Landlord agrees
to correct and complete any such items outlined in the punch list as soon as
practicable.

C-4

44
EXHIBIT D

BUILDING RULES AND REGULATIONS

The following Building Rules and Regulations have been adopted by the Landlord
for the care, protection and benefit of the Office Space and the Building and
for the general comfort and welfare of all tenants.

1. The sidewalks, entrances, passages, halls, elevators and stairways
shall not be obstructed by Tenant or used by Tenant for any purpose other than
for ingress and egress to and from the Building and Tenant's Office Space.

2. Restroom facilities, water fountains, and other water apparatus shall
not be used for any purpose other than those for which they were constructed.

3. Landlord reserves the right to designate the time when freight,
furniture, goods, merchandise and other articles may be brought into, moved or
taken from Tenant's Office Space or the Building. Tenant may move into the
Office Space during normal business upon twenty-four (24) hours advance notice
to Landlord.

4. Tenant shall not put additional locks or latches upon any door
without the written consent of Landlord. Any and all locks so added on any door
shall remain for the benefit of Landlord, and the keys to such locks shall be
delivered to Landlord by and from Tenant.

5. Landlord shall furnish parking facilities near the Building for use
by Tenant, Tenant's employees, agents, guests, or invitees, but Landlord does
not guarantee the availability of parking spaces. Landlord shall keep the
parking areas well lit in accordance with the terms of paragraph 8 of the Lease.
Landlord shall not be liable for injuries, damage, theft, or other loss, to
persons or property that may occur upon or near said parking areas. The
driveways, entrances, and exits upon, into and from such parking areas shall not
be obstructed by Tenant, Tenant's employees, agents, guests, or invitees;
provided, however, Landlord shall not be responsible or liable for failure of
any person to observe this rule. Tenant, its employees, agents, guests and/or
invitees shall not park in space(s) reserved for others.

6. Tenant shall not install in the Office Space any heavyweight
equipment or fixtures or permit any excessive weight in any portion thereof
without first having obtained Landlord's written consent.

7. Landlord reserves the right at all times to exclude newspaper
vendors, loiterers, vendors, solicitors, and peddlers from the Building and to
require registration or satisfactory identification or credentials from all
persons seeking access to any part of the Building outside

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ordinary business hours. Landlord will exercise its best judgment in the
execution of such control but will not be liable for the granting or refusal of
such access.

8. Landlord reserves the right at all times to exclude the general
public from the Building upon such days and at such hours as in Landlord's sole
judgment will be in the best interest of the Building and its tenants.

9. No wires of any kind or type (including but not limited to television
and radio antennae) shall be attached to the outside of the Building and no
wires shall be run or installed in any part of the Building without Landlord's
prior written consent; provided, however, Landlord covenants and agrees not to
unreasonably withhold or delay such consent if such wires are to be run or
installed solely within the interior of the Office Space.

10. If the Office Space is furnished with carpeting, Tenant shall
provide a plexiglass or comparable carpet protection mat for each desk chair
customarily used by Tenant. For default or carelessness in these respects,
Tenant shall pay Landlord the cost of repairing or replacing said carpet, in
whole or in part, as Additional Rent when, in Landlord's sole judgment, such
repair or replacement is necessary.

11. Landlord shall furnish a reasonable number of door keys to Tenant's
Office Space and/or Building which shall be surrendered on termination of this
Lease. Landlord reserves the right to require a deposit for such keys to insure
their return at the termination of this Lease. Tenant shall get keys only from
Landlord and shall not obtain duplicate keys from any outside source. Further,
Tenant shall not alter the locks or effect any substitution of such locks as are
presently being used in Tenant's Office Space or the Building.

12. Landlord shall provide heating, ventilation and air conditioning
Monday-Friday from 7:00 a.m. to 6:00 p.m. and Saturdays from 8:00 am to 1:00 pm,
except holidays. The cost for HVAC use after hours is $30.00 per hour. There is
a two hour minimum set up charge.

13. The Building is secured by a card access system to provide access 24
hours a day. The Building is open Monday through Friday from 7:00 a.m. to 6:30
p.m. and on Saturday from 8:00 a.m. to 1:00 p.m.

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EXHIBIT E

SPECIAL PROVISIONS
of
LEASE AGREEMENT

between

GLOBAL PARTNER VENTURES, LLC

and

XXXXX EQUITY, INC.

1. Renewal Option. Provided Tenant is not then in default under this
Lease, Landlord hereby grants Tenant the right, exercisable upon written notice
to Landlord at least nine (9) months prior to the expiration of the then current
term of this Lease, to renew this Lease for one (1) additional term of five (5)
years upon the same terms and conditions as contained in this Lease except that
(a) Rent shall be calculated as set forth below, and (b) the terms and
conditions of Exhibit C hereto shall be inapplicable to such renewal term. In
the event Tenant provides Landlord with written notice of its intent to so
extend this Lease as set forth above, Landlord shall, within thirty (30) days
after it receives such notice from Tenant, provide Tenant with a written notice
specifying the proposed Rent, additional rent and any other applicable economic
terms for such renewal term reasonably determined by Landlord based upon the
then current market rates, and Tenant shall have thirty (30) days after receipt
of same from Landlord in which to accept or reject the proposed terms. If Tenant
objects to any of the proposed terms and Landlord and Tenant are unable to reach
an agreement thereon, Landlord and Tenant shall each, at its expense, select a
real estate broker, agent or appraiser with current experience in and knowledge
of the applicable rental market, and such representatives shall select a third
such representative (at both parties' expense), to determine by majority vote
the Rent, additional rent and any other applicable economic terms to be
applicable to such renewal term, such determination to be made within thirty
(30) days after Landlord receives Tenant's notice of objection to Landlord's
proposed economic terms for the renewal term. Notwithstanding the foregoing, if
for any reason, Landlord and Tenant are unable to agree upon the economic terms
for the renewal term within one hundred twenty (120) days after Tenant notifies
Landlord in writing of its intent to exercise its option to renew this Lease,
Tenant's right to renew this Lease shall terminate and be of no further force
and effect. In the event Landlord and Tenant agree upon the economic terms for
the renewal term and this Lease is extended as herein provided, Landlord will,
at Tenant's request, at Landlord's sole cost and expense, repaint and recarpet
the Office Space per the then existing Building standards.

X-0

00
0. Late Payment. If Tenant fails to pay any installment of Rent or any
other sum due hereunder within ten (10) days after the same becomes due and
payable, Tenant shall pay to Landlord a late charge of five percent (5%) of the
amount of such overdue payment. In addition, any such late payment of Rent or
any other sum due hereunder shall bear interest from the date such payment
became due and payable to the date of actual payment thereof by Tenant at the
Interest Rate. Such late charge and interest shall be due and payable within
two (2) days after written demand from Landlord.

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