


                                  OFFICE LEASE
                                     BETWEEN
                          CHALREP LIMITED PARTNERSHIP,
                                    Landlord

                                       and

                                RADIO ONE, INC.,
                                     Tenant






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                               TABLE OF CONTENTS

                                                                           Page

1. Reference Data .......................................................   6

2. Demised Premises .....................................................   7

3. Term .................................................................   7

4. Base Rent ............................................................   8

5. Payment of Share of Real Estate Taxes and Operating Costs.............   8

6. Separate Metering for Electricity ....................................  11

7. Use of Demised Premises ..............................................  11

8. Assignment and Subletting. ...........................................  11

9. Maintenance ..........................................................  12

10. Alterations .........................................................  12

11. Signs; Furnishings ..................................................  13

12. Inspection ..........................................................  13

13. Insurance Rating ....................................................  13

14. Tenant's Equipment. .................................................  14

15. Indemnity ...........................................................  14

16. Services and Utilities ..............................................  14

17. Liability of Landlord ...............................................  15

18. Damage by Fire or Casualty ..........................................  16

19. Damage Caused by Tenant .............................................  17

20. Default of Tenant ...................................................  17

21. Waiver ..............................................................  18

22. Attornment ..........................................................  18

23. Condemnation ........................................................  19

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24. Rules and Regulations ...............................................  19

25. Covenants of Landlord ...............................................  20

26. No Partnership ......................................................  20

27. No Representations by Landlord ......................................  20

28. Brokers .............................................................  20

29. Notices .............................................................  20

30. Estoppel Certificates ...............................................  21

31. Holding Over ........................................................  21

32. Right of Landlord to Cure Tenant's Default...........................  21

33. Benefit and Burden ..................................................  22

34. [Intentionally Omitted.] ............................................  22

35. Landlord as an Individual or Partnership.............................  22

36. Ground Lease ........................................................  23

37. Additional Rights ...................................................  23

38. Financial Statements ................................................  24

39. Insolvency or Bankruptcy of Tenant ..................................  24

40. Mortgagee Protection ................................................  24

41. Waiver of Jury Trial ................................................  24

42. Gender and Number ...................................................  24

43. Entire Agreement ....................................................  24

44. Invalidity of Particular Provisions .................................  25

45. Joint and Several Liability .........................................  25


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               TABLE OF EXHIBITS AND RIDERS


Exhibit A      -    Floor Plan Showing Demised Premises

Exhibit B      -    Intentionally Omitted

Exhibit C      -    Rules and Regulations




Rider 1        -    Renewal Option









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                                  OFFICE LEASE

  THIS  LEASE is made as of the  _____ day of  ____________,  1993,  by  CHALREP
LIMITED PARTNERSHIP (hereinafter referred to as "Landlord") and the Tenant named
in Section 1 (hereinafter referred to as "Tenant").

   1.  Reference  Data.  Each  reference  in this Lease to any of the  following
subjects shall incorporate the data stated for that subject in this Section 1:


Landlord: CHALREP LIMITED PARTNERSHIP
          c/o WOL Radio
          400 H Street, N.E.
          Washington, D.C. 20002

Tenant:   RADIO ONE, INC., a District of Columbia corporation

Tenant's Address:  400 H Street, N.E.
                   Washington, D.C. 20002

Demised Premises:
                    The demised premises located on the third, fourth, fifth and
                    sixth  floors of the  Building,  as more fully described  in
                    Section 2 of this Lease and shown in the floor plan attached
                    as Exhibit A to this Lease,  known as Suite Numbers 300, 40,
                    800 and 600.


Tenant's Use of the Demised Premises: General Office Use

Lease Commencement Date: November 1, 1993

Lease Expiration Date: October 31, 2003

Term: 10 years

Option to Renew Term: As set forth in Rider 1

Base Rent:

  Lease Years                   Annual Base Rent          Monthly Base Rent


  1-5                             $ 96,000.00               $ 8,000.00
  6-10                             120,000.00                10,000.00
  11-15*                           144,000.00                12,000.00
----------
* (if renewal option is exercised)






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Rent Commencement Date:  December 1, 1993

Tenants Expense Share Percentage: 34.78%

Commencement Date for Tenant's Paying Tenant's Expense Share Share:  December 1,
1993

Gross Rentable Area of demised premises:  8,000 square feet (the "Gross Rentable
Area")

Total Gross Rentable Area of the Building: 23,000 square feet

Security Deposit: None.

Brokers: None.


  2. Demised  Premises.  Landlord  hereby  leases to Tenant,  and Tenant  hereby
leases from Landlord,  for the term and upon the conditions  hereafter provided,
the demised premises described in Section 1, in the office building (hereinafter
referred  to as the  "Building")  situated at 100 St.  Paul  Street,  Baltimore,
Maryland. The demised premises are as indicated on Exhibit A attached hereto and
made a part  hereof.  Tenant  shall  accept the  demised  premises  on the Lease
Commencement  Date in their "as is" condition.  Any Alterations which Tenant may
thereafter wish to make in the demised  premises shall be governed by Section 10
of this Lease.  It is understood  and agreed that Landlord will not make, and is
under no obligation to make, any structural or other  alterations,  decorations,
additions, or improvements in or to the demised premises.

3. Term.

  (a) The term of this Lease shall commence on the Lease  Commencement  Date and
continue  for the  period  indicated  in  Section  1. In the event  the  demised
premises  are  occupied by Tenant  prior to the Lease  Commencement  Date,  such
tenancy  shall be deemed to be by the day and Tenant  shall be  responsible  for
payment of Base  Rent,  in  advance,  at a rate of  one-thirtieth  (1/30) of the
monthly  Base  Rent,  for  each  day  of  such  occupancy  prior  to  the  Lease
Commencement  Date and for all  additional  rent  which  arises  hereunder  with
respect to such period.

  (b) For purposes of this Lease, the term "Lease Year" shall mean any period of
twelve (12)  consecutive  months during the term of the Lease  commencing on the
Lease Commencement Date or an anniversary thereof.

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4. Base Rent.

  (a) Beginning with the Rent  Commencement  Date,  Tenant shall pay to Landlord
monthly,  in advance,  without demand, as base rent (herein referred to as "Base
Rent") for the demised premises the amount as defined in Section 1.

  (b)  The  first  monthly  payment  of Base  Rent  shall  be  made on the  Rent
Commencement  Date, and the second and each subsequent  monthly payment shall be
made on the first day of each and every  calendar  month  thereafter  during the
term hereof commencing with the first day of the first month following the month
within which the Rent Commencement  Date occurs.  Such payments shall be made to
Landlord  at the  address  shown in Section 1 or to such other  party or to such
other address as Landlord may designate  from time to time by written  notice to
Tenant. Such payments shall be made when due without demand,  notice, or invoice
and without deduction,  set-off, or counterclaim;  provided,  however,  that any
payment  made by check  shall be  deemed  received  subject  to  collection.  If
Landlord  shall at any time or times  accept said Base Rent or  additional  rent
after it shall become due and payable,  such  acceptance  shall not excuse delay
upon subsequent occasion, or constitute,  or be construed as, a waiver of any or
all of Landlord's rights  hereunder.  Base Rent and all additional rent shall be
made payable to Landlord,  or such other  person,  firm, or  corporation  as the
Landlord may designate in writing.  If the Rent  Commencement Date of this Lease
begins on a date  other  than on the first day of a  calendar  month,  Base Rent
which  arises  hereunder  from  such date  until the first day of the  following
calendar month shall be prorated at the rate of one-thirtieth  (1/30) of monthly
Base Rent for each day,  payable in advance,  and Tenant shall also pay Landlord
all additional rent which arises hereunder with respect to such period.

5. Payment of Share of Real Estate Taxes and Operating Costs.

  (a)  Tenant  shall,  commencing  with  the  calendar  year in  which  the Rent
Commencement  Date occurs,  for each calendar year (the  "Adjustment  Year") any
portion of which occurs during the term hereof,  pay to Landlord,  as additional
rent, an amount (herein  referred to as "Tenant's  Expense  Share") equal to the
percentage  specified in Section 1 (being the approximate  proportion  which the
Gross  Rentable Area of the demised  premised  bears to the total gross rentable
area of the Building) of the total of Real Estate Taxes (as hereinafter defined)
and Operating Costs (as hereinafter defined) for the Adjustment Year.

  (b) "Real  Estate  Taxes"  are  hereby  defined  as the total of all taxes and
assessments  (including  payments  "in lieu of"  taxes),  general  and  special,
ordinary and extraordinary, foreseen or unforeseen, assessed, levied, or imposed
upon the Building and

                                      - 3 -





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the land known as Lots 7 and 8 Ward 4 Section 1 Block 623 (the  "Land")  for any
Adjustment  Year without regard to whether the same are actually paid or payable
during such year.  Real Estate  Taxes shall also  include  legal costs and other
costs and expenses incurred in appeal of the tax assessment upon which such Real
Estate  Taxes are based,  whether or not such appeal is  successful.  Such costs
shall be included in Real Estate  Taxes for the fiscal year for which  appeal is
made without regard to the date such costs are actually incurred. If Real Estate
Taxes are not assessed,  levied,  or imposed on the basis of an Adjustment Year,
the Real Estate Taxes assessed, levied, or imposed for any Adjustment Year shall
be determined by adding the portions of Real Estate Taxes assessed,  levied,  or
imposed within a given Adjustment Year.

  (c)  "Operating  Costs"  shall mean  costs,  actual and  accrued,  incurred in
connection with the management, operation,  maintenance,  repair,  preservation,
and protection of the Building, the Land, and adjacent areas, including, without
limitation,  (i) cost of air  conditioning,  ventilating,  heating,  mechanical,
security,  protection,  and elevator systems, and all other utilities (excluding
electricity);   (ii)  cost  of  water,  supplies,  equipment,  and  maintenance,
security, and service contracts; (iii) cost of repairs, general maintenance, and
cleaning;  (iv) cost of fire,  extended  coverage,  boiler,  sprinklers,  public
liability,  property damage, rent, umbrella coverage,  and other insurance;  (v)
wages, salaries, accident insurance, and retirement, medical, and other employee
benefits and other labor costs;  (vi) fees,  charges,  and other costs including
management  fees,  consultant  fees,  legal  fees,  and  accounting  fees of all
independent contractors engaged by Landlord or reasonably charged by Landlord to
perform services in connection with the operation of the Building; (vii) cost of
maintaining  common areas,  public areas,  lobbies,  parking areas,  and similar
areas adjacent to the Building;  (viii)  amortized  costs of improvements to the
Building or the Land which are required by governmental law or regulations;  and
(ix) such  other  items as are  customarily  included  in the cost of  managing,
operating,  and  maintaining  the  Building,  the Land,  and  adjacent  areas in
accordance with accepted accounting or management principles or practice.

  (d) At any time or times prior to or during an Adjustment  Year,  Landlord may
submit to Tenant a statement of  Landlord's  estimate of Tenant's  expense Share
for such  Adjustment  Year. If such estimate is submitted prior to an Adjustment
Year, Tenant shall pay to Landlord one-twelfth (l/12) of the amount so estimated
on the  first  day of each  month in  advance,  commencing  on  January 1 of the
Adjustment  Year. In case such estimate is submitted  during an Adjustment Year,
Tenant shall, within fifteen (15) days after the delivery of such statement, (i)
make a lump sum payment to Landlord equal to one-twelfth (1/12) of Tenant's

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Expense  Share for such  Adjustment  Year  multiplied by the number of months in
such  Adjustment  Year that will have elapsed prior to the first monthly payment
required by clause (ii) hereof, and (ii) begin paying to Landlord, as additional
monthly rent, due and payable on the first day of each month, an amount equal to
one-twelfth  (1/12) of Tenant's  Expense  Share.  After the  expiration  of each
Adjustment Year and the preparation of the annual statement of Real Estate Taxes
and Operating Costs for such Adjustment Year,  Landlord shall submit to Tenant a
statement showing the determination of Tenant's Expense Share. If such statement
shows that the total of  Tenant's  monthly  payments  for such  Adjustment  Year
pursuant to this Section 5 exceed  Tenant's  Expense  Share for such  Adjustment
Year, then Tenant may deduct such  overpayment from its next payment or payments
of Base Rent.  If such  statement  shows that  Tenant's  Expense  Share for such
Adjustment  Year  exceeded the aggregate of Tenant's  monthly  payments for such
Adjustment  Year  pursuant to this Section 5, then Tenant  shall,  within thirty
(30) days after receiving the statement, pay such deficiency to Landlord. In the
event that the number of days of the term which occur within the last Adjustment
Year is less than 365,  then the  amount  payable  by  Tenant  pursuant  to this
Section 5 for such Adjustment Year shall be determined by multiplying the amount
of  Tenant's  Expense  Share for the full  period of such  Adjustment  Year by a
fraction with the number of days of the term  occurring  during such  Adjustment
Year as the numerator and with 365 as the  denominator.  For calendar year 1993,
the amount  payable by Tenant  pursuant to this Section 5 shall be determined by
multiplying the amount Tenant's  Expense Share for the full 12 months of 1993 by
1/12  (representing the portion of calendar year 1993 occurring on and after the
Rent Commencement Date).

  (e)  Notwithstanding  the  provision of Section 5(c) to the  contrary,  in the
event  Landlord,   at  any  time  or  times,   makes  a  capital  investment  in
energy-saving  equipment and thereby  reduces the  consumption of electricity in
the Building while  maintaining the level of services required to be provided in
Section 16 hereof, the cost of such energy-saving  equipment shall  be amortized
over the  useful  life  thereof  and such  annual  amortization  (as well as all
payments of interest thereon) shall be included in Operating Costs.

  (f) If during all or part of any Adjustment  Year,  Landlord shall not furnish
any  particular  item of work or service  (that would be  included in  Operating
Costs) to one hundred  percent (100%) of the gross rentable area of the Building
because  less  than all of the  Building  is  occupied  or any  tenant is itself
obtaining and providing such item of work or service,  then an adjustment  shall
be made in the Operating  Costs for such  Adjustment  Year so that the Operating
Costs for such  Adjustment  Year shall be increased for such  Adjustment Year to
the amount that Landlord determines would have been reasonably incurred had

                                      - 5 -


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Landlord  provided such item of work or service to one hundred percent (100%) of
the gross rentable area of the Building for the entire Adjustment Year.

   6. Separate Metering for Electricity. Landlord shall furnish a separate meter
or submeter for measuring electricity  consumption in the demised premises, and,
throughout  the term of this Lease,  Tenant  shall pay  directly to the electric
utility all amounts payable to the utility, as measured by the meter.

   7. Use of Demised  Premises.  Tenant will use and occupy the demised premises
solely for general  office  purposes and in  accordance  with the use  permitted
under  applicable  zoning  regulations.  Without  the prior  written  consent of
Landlord,  the demised premises will not be used for any other purposes.  Tenant
will not use or occupy the demised premises for any unlawful  purpose,  and will
comply with, and make any alteration to the demised premises as may be necessary
to effect  compliance  with,  all  present  and future  laws  applicable  to the
jurisdiction in which the Building is located.

   8. Assignment and Subletting.

   (a) Tenant will not assign,  transfer,  mortgage,  or encumber  this Lease or
sublet or rent (or permit occupancy or use of) the demised premises, or any part
thereof, without obtaining the prior written consent of Landlord (which Landlord
shall not unreasonably withhold,  delay or condition),  nor shall any assignment
or transfer  of this Lease be  effectuated  by  operation  of law or  otherwise,
without  the  prior  written  consent  of  Landlord  (which  Landlord  shall not
unreasonably withhold, delay or condition). Without limitation of the foregoing,
Landlord  shall have the right,  in its  absolute  discretion,  to withhold  its
consent to any assignment,  transfer,  or sublet to, or to any other transaction
with, any  governmental  authority or agency,  to any tenant having sovereign or
diplomatic  immunity,  to any medical,  dental, or clinical practice,  or to any
school or user for classroom purposes. Landlord may require Tenant to obtain and
submit current financial  statements of any proposed subtenant or assignee prior
to granting its consent. In the event of any assignment hereunder,  Tenant shall
pay to Landlord a fee to cover accounting costs, plus any legal fees incurred by
Landlord  as a  result  of  the  assignment.  The  consent  by  Landlord  to any
assignment or subletting shall not be construed as a waiver or release of Tenant
from the terms of any  covenant or  obligation  under this Lease,  nor shall the
collection or acceptance of rent from any such assignee,  subtenant, or occupant
constitute a waiver or release of Tenant of any covenant or obligation contained
in this Lease,  nor shall any such  assignment  or  subletting  be  construed to
relieve  Tenant from obtaining the consent in writing of Landlord to any further
assignment or subletting. In the event that Tenant defaults hereunder, Tenant

                                      - 6 -






<PAGE>



hereby assigns to Landlord the rent due from any subtenant and hereby authorizes
each such subtenant to pay said rent directly to Landlord.

   (b) If Landlord  consents to an  assignment  of the Lease or to a sublease of
all or any portion of the demised premises,  Tenant shall pay to Landlord,  upon
receipt  thereof  from the  assignee  or  subtenant,  as the case may be,  fifty
percent (50%) of any "Profit" (as hereinafter  defined) collected by Tenant from
the assignee or subtenant,  as the case may be. "Profit" means the excess of (i)
all sums payable by the assignee or subtenant as rent or other consideration for
the  assignment  or sublease over (ii) all sums payable to Landlord as Base Rent
and  additional  rent  hereunder  plus costs  reasonably  incurred  by Tenant in
assigning or subleasing the space,  including,  without limitation,  advertising
costs, brokerage commissions, and legal fees and expenses.

   9.  Maintenance.  Tenant  will keep the demised  premises  and  fixtures  and
equipment therein in clean,  safe, and sanitary  condition,  will take good care
thereof,  will suffer no waste or injury thereto, and will, at the expiration or
other termination of the term of this Lease, surrender the same, broom clean, in
the same order and condition in which they are on the Lease  Commencement  Date,
ordinary wear and tear and damage by the elements excepted.

   10.  Alterations.  Tenant  will  not  make  or  permit  anyone  to  make  any
alterations,  decorations, additions, or improvements,  structural or otherwise,
in or to the demised premises or the Building  ("Alterations") without the prior
written consent of Landlord;  provided,  however,  that Landlord's consent shall
not be required for  non-structural  Alterations which cost less than $25,000 to
perform.  All  Alterations  permitted  by  Landlord  must  conform to all rules,
regulations,  and requirements of the federal, state, and municipal governments,
and conform  harmoniously  with the Building's  design and interior  decoration.
Tenant  shall and does hereby  indemnify  and hold  Landlord  harmless  from and
against any and all expenses,  liens,  claims,  or damages to person or property
which  may or might  arise by reason of the  making of any  Alterations.  If any
Alteration is made without the prior written  consent of Landlord,  Landlord may
correct or remove the same,  and Tenant shall be liable for any and all expenses
incurred by Landlord in the  performance of this work. All  Alterations  made by
either party shall, at Landlord's  election,  immediately become the property of
Landlord and shall remain upon and be surrendered with the demised premises as a
part thereof at the end of the term hereof without disturbance,  molestation, or
injury.  Should  Landlord  elect  that any  Alterations  installed  by Tenant be
removed upon the expiration or  termination  of this Lease,  Tenant shall remove
the same at Tenant's  sole cost and  expense  and if Tenant  fails to remove the
same, Landlord may

                                      - 7 -




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remove the same at Tenant's expense and Tenant shall reimburse  Landlord for the
cost of such  removal  together  with any and all  damages  which  Landlord  may
sustain by reason of such default by Tenant.

   11. Signs: Furnishings. No sign, advertisement, or notice shall be inscribed,
painted,  affixed,  or  displayed  by Tenant on any part of the  outside  or the
inside  of the  Building,  and if any such  sign,  advertisement,  or  notice is
nevertheless  exhibited by Tenant,  Landlord  shall have the right to remove the
same and Tenant shall be liable for any and all  expenses  incurred by Landlord.
At Tenant's sole cost and expense, nameplates identifying Tenant shall be posted
on the  Building  directory  and on the doors of the  offices,  in such  places,
number, size, color, and style as are approved by Landlord.  Landlord shall have
the right to  prescribe  the  weight  and  position  of safes  and  other  heavy
equipment or fixtures,  which shall,  if  considered  necessary by the Landlord,
stand on plank strips to distribute the weight.  Any and all damage or injury to
the demised  premises or the  Building  caused by moving the  property of Tenant
into,  in,  or out of the  demised  premises,  or due to the  same  being on the
demised  premises,  shall be repaired by, and at the sole cost of,  Tenant.  All
moving of furniture,  equipment, and other material within the public area shall
be at such times and conducted in such manner as Landlord may reasonably require
in the interest of all tenants within the Building.

   12. Inspection. Tenant will permit Landlord, or its representative,  to enter
the demised premises at any time and from time to time,  without charge therefor
to Landlord and without  diminution  of the rent payable by Tenant,  to examine,
inspect, and protect the same, and to make such alterations and/or repairs as in
the  judgment of  Landlord  may be deemed  necessary,  or to exhibit the same to
prospective tenants, lenders, or purchasers.

   13. Insurance Rating.

   (a) Tenant will not conduct or permit to be conducted any activity,  or place
any equipment in or about the demised premises, which will, in any way, increase
the rate of fire insurance or other insurance on the Building.

   (b) Tenant shall carry comprehensive general liability insurance in a company
or  companies  licensed to do business in the State of Maryland  and approved by
Landlord. Tenant shall carry property damage insurance for all of its equipment,
other personal property and trade fixtures,  located or installed in the demised
premises.  Landlord shall carry property  insurance on all other  Alterations in
the demised premises and on the Building, in such amounts as its first Mortgagee
may  require  (or, if there is no first  Mortgage,  in  commercially  reasonable
amounts). All of

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the  insurance  required  under  this  Subsection  shall be in  minimum  amounts
approved  by  Landlord  from  time to  time  (but,  with  respect  to  liability
insurance,  in limits of not less than  $1,000,000  combined single limit annual
aggregate  for  bodily  injury,  death and  property  damage),  and  shall  name
Landlord,  Landlord's managing agent and any Mortgagee,  as hereinafter defined,
as additional insureds, as their interests may appear. Landlord and Tenant agree
that in the event the demised  premises or the  contents  thereof are damaged or
destroyed by fire or other casualty, the rights, if any, of either party against
the other with respect to such damage or  destruction  are waived,  and that all
policies  of fire  and/or  extended  coverage or other  insurance  covering  the
demised  premises or the contents  thereof shall contain a waiver of subrogation
clause or  endorsement  in form  acceptable  to  Landlord.  Landlord  and Tenant
further agree to provide  endorsements for said insurance  policies  agreeing to
the waiver of  subrogation  as  required.  If  required  by  Landlord,  receipts
evidencing  payment for said  insurance  shall be delivered to Landlord at least
annually  by Tenant  and each  policy  shall  contain an  endorsement  that will
prohibit  its  cancellation  prior to the  expiration  of thirty (30) days after
notice of such proposed cancellation to Landlord.

   14.  Tenant's  Equipment.  Tenant  will not install or operate in the demised
premises any  electrically  operated  equipment or other  machinery,  other than
desk-top computers, electric typewriters,  adding machines, radios, televisions,
telex machines,  clocks, and table top copying machines, without first obtaining
the prior  written  consent of  Landlord.  Tenant  shall not  install  any other
equipment  of any kind or  nature  whatsoever  (including,  without  limitation,
electric space heaters and supplementary  air-conditioning  units) which will or
may  necessitate any changes,  replacements,  or additions to, or in the use of,
the water system,  heating system,  plumbing system, air conditioning system, or
electrical  system  of the  demised  premises  or  the  Building  without  first
obtaining the prior written consent of Landlord.

   15.  Indemnity.  Tenant shall,  and does hereby,  indemnify and hold harmless
Landlord  from and  against  any  loss,  damage,  liability,  cost,  or  expense
occasioned  by or in any way related to or connected  with the use and occupancy
of the demised premises by Tenant, its agents,  employees,  invitees, or persons
permitted in the demised premises by Tenant.

   16.  Services  and  Utilities.  It is agreed that  Landlord  will furnish air
conditioning  and heating to the demised premises between the hours of 8:00 a.m.
and 7:00 p.m., Monday through Friday (except Holidays,  as hereinafter defined),
and  9:00  a.m.  and  3:00  p.m.  on  Saturdays  (except  Holidays)  during  the
appropriate  seasons of the year.  Landlord's  provision of air conditioning and
heating shall be based upon standard electrical

                                      - 9 -






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energy  requirements  of not more than an  average  of five (5) watts per square
foot of the demised  premises and a human  occupancy of not more than one person
for each one hundred twenty (120) square feet of the demised premises.  Landlord
shall have the right to operate the heating,  ventilating,  and air-conditioning
("HVAC") system in the most  energy-efficient  manner possible,  consistent with
maintenance of temperatures  within legally mandated limits or within the limits
established  in  the  building  design.  Landlord  may  install  a  computerized
energy-management  system  that  operates  the HVAC  system in on-off  cycles to
control  electrical  demand  and energy  consumption.  Extra  hours of  heating,
ventilating,  and air  conditioning  will be provided  to Tenant  upon  Tenant's
request,  and at Landlord's option, upon at least twenty-four (24) hours advance
notice to Landlord.  Tenant will be charged  Landlord's cost therefor based upon
Landlord's  estimate of additional utility consumption and employee overtime and
any other cost  whatsoever  associated  with such extra  service.  It is further
agreed that Landlord will provide such reasonably adequate  electricity,  water,
lavatory supplies for public restrooms,  exterior window cleaning service,  and,
Monday through Friday only (except Holidays),  char and janitorial service as is
normal and customary in comparable  office buildings in the Baltimore,  Maryland
Metropolitan  area in office  areas  finished  in building  standard  materials.
Landlord will also provide elevator  service by means of  automatically-operated
elevators on all regular elevators between the hours of 8:00 a.m. and 7:00 p.m.,
Monday  through  Friday  (except  Holidays),  and 9:00 a.m.  and 3:00  p.m.,  on
Saturdays (except  Holidays);  provided,  however,  that Landlord shall have the
right to remove  elevators from service as the same shall be required for moving
freight or for  servicing or  maintaining  the  elevators  and/or the  Building;
provided,  further,  that Landlord  shall  maintain at least one (1) elevator in
service on a  twenty-four  (24) hour basis at all times.  It is  understood  and
agreed that Landlord shall not be liable for failure to furnish, or for delay or
suspension  in  furnishing,  any of the  services  required to be  performed  by
Landlord caused by breakdown,  maintenance,  repairs, strikes, scarcity of labor
and/or  materials,  acts of God,  or  from  any  other  cause.  If the  Building
equipment  should  cease to function  properly,  Landlord  shall use  reasonable
diligence to repair the same  promptly.  Building  Holidays  shall be New Year's
Day, Memorial Day, Fourth of July, Labor Day,  Thanksgiving Day,  Christmas Day,
and any  other  federally  designated  holidays  which  Landlord  may  choose to
acknowledge.

   17.  Liability  of  Landlord.  Except for  damages  arising  from  Landlord's
negligence,  Landlord  shall not be liable to  Tenant,  its  employees,  agents,
business invitees,  licensees,  customers,  clients, family members,  guests, or
trespassers  for  any  damage,  compensation,  or  claim  arising  from  (i) the
necessity of repairing any portion of the Building, (ii) any interruption in the
use of the demised premises, (iii) any accident or damage

                                     - 10 -






<PAGE>



resulting from the use or operation (by Landlord, Tenant, or any other person or
persons whatsoever) of elevators, or heating,  cooling,  electrical, or plumbing
equipment  or  apparatus,  (iv) the  termination  of this Lease by reason of the
destruction of the demised premises, (v) any fire, robbery, theft, criminal act,
and/or any other casualty,  (vi) any leakage in any part of the demised premises
or the Building,  or from water, rain, or snow that may leak into, or flow from,
any part of the demised  premises or the  Building,  or from drains,  pipes,  or
plumbing work in the Building,  or (vii) any other cause  whatsoever.  Except as
and to the extent set forth in Section 18 hereof,  Tenant  shall not be entitled
to any abatement or  diminution  of ease Rent or additional  rent as a result of
any of the  foregoing  occurrences,  nor shall the same release  Tenant from its
obligation hereunder or constitute an eviction. Any goods, property, or personal
effects stored or placed by Tenant in or about the demised  premises or Building
shall be at the sole risk of Tenant.  Notwithstanding  the  foregoing,  Landlord
shall not be liable to Tenant for any loss or damage to  personal  property,  or
injury to  person,  whether or not the result of  Landlord's negligence,  to the
extent that Tenant is compensated therefor by Tenant's insurance.  The employees
of Landlord  are  prohibited  from  receiving  any  packages  or other  articles
delivered to the Building for Tenant, and if any such employee receives any such
package  or  articles,  such  employee  shall be the agent of Tenant  and not of
Landlord.  Landlord  shall not be  obligated to provide or maintain any security
patrol or security system. However, if Landlord elects to provide such patrol or
system,  the cost  thereof  shall be included in  Operating  Costa as defined in
Section 5(c) hereof.  Landlord shall not be  responsible  for the quality of any
such patrol or system which may be provided hereunder or for damage or injury to
Tenant,  its  employees,  invitees,  or others due to the  failure,  action,  or
inaction of such patrol or system.

   18. Damage by Fire or Casualty.  In the event of damage to or  destruction of
the demised premises by fire or any other casualty,  if the demised premises are
not made  untenantable  this  Lease  shall not be  terminated,  but the  demised
premises shall, subject to the provisions of this Section, be promptly and fully
repaired  and  restored  as the  case  may be by  Landlord  at its own  cost and
expense. Due allowance, however, shall be given for reasonable time required for
adjustment and settlement of insurance claims,  and for such other delays beyond
Landlord's  control. If during the term of this Lease the demised premises shall
be so damaged by fire or other casualty as to be  untenantable,  and if Landlord
reasonably  determines  that the demised  premises cannot be repaired within two
hundred  seventy  (270)  days  after  the date of the  fire or  other  casualty,
Landlord shall so certify to Tenant and either party hereto, upon written notice
to the other party  given  within  thirty (30) days after the date of Landlord's
certification, may terminate this Lease, in

                                     - 11 -





<PAGE>



which  case the rent shall be  apportioned  and paid to the date of said fire or
other  casualty.  In the event the Landlord  elects to repair and/or restore the
damaged  demised  premises,  said  repairs  and  restoration  shall  be  pursued
diligently by the Landlord.  No compensation,  claim, or diminution of rent will
be allowed or paid by Landlord by reason of inconvenience,  annoyance, or injury
to business  arising from the necessity of repairing the demised premises or any
portion of the Building, however the necessity may occur.

   19. Damage Caused by Tenant.  All injury or damage to the demised premises or
the Building  caused by Tenant or its agents,  employees,  and invitees shall be
repaired by Tenant at Tenant's sole expense.

   20. Default of Tenant. If Tenant shall (a) fail to pay when due in the manner
provided  in Section  4(b) hereof any  monthly  installment  of Base Rent or any
other charge or payment required of Tenant hereunder (any such charge or payment
being  conclusively  deemed to be additional rent payable  hereunder),  and such
default continues for ten (10) days after Landlord gives Tenant a written notice
specifying  the  failure,  or (b)  violate or fail to  perform  any of the other
conditions,  covenants,  or agreements herein made by Tenant, and such violation
or failure shall  continue for a period of thirty (30) days after written notice
thereof to Tenant by  Landlord,  plus such  additional  period of time as may be
reasonably  necessary  to  cure  such  violation  or  failure,  provided  Tenant
commences  the  cure  within  the  30-day  period  and  prosecutes  the  same to
completion  with due diligence,  or (c) vacate or abandon the demised  premises,
then in any of said events this Lease shall,  at the option of  Landlord,  cease
and  terminate  and shall  operate as a notice to quit (any notice to quit or of
Landlord's intention to re-enter being hereby expressly waived) and Landlord may
proceed to recover  possession under and by virtue of the provisions of the laws
of the State of Maryland,  or by such other proceedings,  including re-entry and
possession,  as may be applicable.  If Landlord  elects to terminate this Lease,
the obligations  herein  contained on the part of Landlord to be performed shall
cease without prejudice; provided, however, that Landlord shall retain the right
to recover  from Tenant all rental and other  charges  accrued up to the time of
such  termination,  or recovery of possession  by Landlord,  whichever is later.
Should this Lease be terminated  before the expiration of the term of this Lease
by reason of  Tenant's  default  as  hereinabove  provided,  or if Tenant  shall
abandon or vacate the demised  premises  before the expiration or termination of
the term of this Lease, the demised premises may be relet by Landlord,  for such
rent and upon such terms as Landlord is able to obtain,  and, if the full rental
hereinabove  provided shall not be realized by Landlord,  Tenant shall be liable
for all damages sustained by Landlord, including, without limitation, deficiency
in rent and all other charges due hereunder, reasonable

                                     - 12 -






<PAGE>



attorneys'  fees, other collection  costs, and all expenses  (including  leasing
fees) of  placing  the  demised  premises  in  first-class  rentable  condition.
Landlord shall have no duty to mitigate damages. Any damage or loss sustained by
Landlord may be recovered by Landlord,  at Landlord's option, at the time of the
reletting,  or in separate actions, from time to time, as said damage shall have
been made more easily ascertainable by successive relettings,  or, at Landlord's
option, may be deferred until the expiration of the term of this Lease, in which
event the cause of action shall not be deemed to have accrued  until the date of
expiration of said term.  The  provisions  contained in this Section shall be in
addition to and shall not prevent the enforcement of any claim Landlord may have
against  Tenant for  anticipatory  breach of the  unexpired  term of this Lease.
Without  limitation  of the  foregoing,  in the event  that  Tenant  shall be in
default  under this  Lease,  Tenant  shall be liable to  Landlord  for all court
costs,  if any, and for  Landlord's  reasonable  costs and  expenses,  including
attorneys'  fees and  expenses,  which in any way are  connected  with  Tenant's
default.  All  rights  and  remedies  of  Landlord  under  this  Lease  shall be
cumulative and shall not be exclusive of any other rights and remedies  provided
to Landlord under applicable law.

   21.  Waiver.   If  under  the  provisions  hereof  Landlord  shall  institute
proceedings and a compromise or settlement thereof shall be made, the same shall
not  constitute  a  waiver  of  any  covenant  herein  contained  nor  of any of
Landlord's  rights  hereunder.  No  waiver  by  Landlord  of any  breach  of any
covenant,  condition, or agreement herein contained shall operate as a waiver of
such covenant,  condition,  or agreement  itself,  or nor any subsequent  breach
thereof. No payment by Tenant or receipt by Landlord of a lesser amount than the
monthly  installment  of Base Rent or other charges herein  stipulated  shall be
deemed to be other  than on  account of the  earliest  stipulated  Base Rent and
other  charges,  nor shall any  endorsement  or statement on any check or letter
accompanying  a check  for  payment  of Base  Rent or other  charge be deemed an
accord and  satisfaction,  and Landlord may accept such check or payment without
prejudice to Landlord's  right to recover the balance of such Base Rent or other
charge or to pursue any other  remedy  provided  in this  Lease.  No re-entry by
Landlord, and no acceptance by Landlord of keys from Tenant, shall be considered
an acceptance of a surrender of this Lease.

   22. Attornment.  This Lease is subject and subordinate to the lien of all and
any first Mortgages  ("Mortgages"  shall include both construction and permanent
financing and shall include deeds of trust and similar security instruments, and
"Mortgagee"  shall  include the holder or holders (or,  with respect to deeds of
trust,  the  beneficiary  or  beneficiaries)  of any such Mortgage or Mortgages)
which  may now or  hereafter  encumber  or  otherwise  affect  the  real  estate
(including  the  Building)  of  which  the  demised  premises  form a  part,  or
Landlord's interest

                                     - 13 -






<PAGE>



therein, and to all and any renewals, extensions, modifications,  recastings, or
refinancings thereof; provided, however, that this Lease shall not be subject or
subordinate  to the lien of any future  first  Mortgage  unless the Tenant first
receives a nondisturbance  agreement from the Mortgagee in form  satisfactory to
Tenant.  In  confirmation  of such  subordination,  Tenant shall,  at Landlord's
request,  promptly  execute any requisite or appropriate  certificates  or other
documents.   Tenant  hereby   constitutes  and  appoints  Landlord  as  Tenant's
attorney-in-fact  to execute any such  certificates  for or on behalf of Tenant.
Tenant  agrees  that in the  event  that any  proceedings  are  brought  for the
foreclosure  of any  Mortgage,  Tenant  shall  attorn to the  purchaser  at such
foreclosure sale if requested to do so by such purchaser,  and to recognize such
purchaser as the Landlord  under this Lease,  and Tenant waives the provision of
any  statute  or rule of law,  now or  hereafter  in  effect,  which may give or
purport to give Tenant any right to terminate or otherwise adversely affect this
Lease  and the  obligations  of  Tenant  hereunder  in the  event  that any such
foreclosure   proceeding  is  prosecuted  or  completed.   Notwithstanding   the
foregoing,  Tenant agrees that the holder of any first  Mortgage  shall have the
right to make this Lease  superior  to the lien of such first  Mortgage,  by the
filing of subordination  statements or otherwise,  and Tenant hereby consents to
any such filing.

   23.  Condemnation.  If all or substantially all of the demised premises shall
be  taken  or  condemned  by  any  governmental  authority  for  any  public  or
quasi-public use or purpose (including sale under threat of such a taking), then
the term of this Lease shall cease and terminate as of the date when title vests
in such governmental  authority.  If less than  substantially all of the demised
premises is taken or condemned by any  governmental  authority for any public or
quasi-public  use or purpose,  the rent and other charges due hereunder shall be
equitably  adjusted  as of the date  when the title  vests in such  governmental
authority.  Tenant shall have no claim against  Landlord (or  otherwise) for any
portion  of the  amount  that may be  awarded  as  damages  as a  result  of any
governmental  taking or  condemnation  (or sale under  threat of such  taking or
condemnation)  or for the value of any  unexpired  term of the Lease;  provided,
however,  that  Tenant  may  assert  any  claim  that it may  have  against  the
condemning  authority for  compensation for any fixtures owned by Tenant and for
any relocation expense  compensable by statute,  and receive such award therefor
as may be allowed in the condemnation  proceedings,  if such award shall be made
in  addition to and stated  separately  from the award made for the land and the
Building or the part thereof so taken.

   24. Rules and Regulations. Tenant and its agents and employees shall abide by
and observe  the rules and  regulations  attached  hereto as Exhibit C, and such
other rules or regulations as may be promulgated  from time to time by Landlord,
with a copy

                                     - 14 -


<PAGE>



sent to Tenant, for the operation and maintenance of the Building.

   25. Covenants of Landlord.  Landlord  covenants that it has the right to make
this Lease for the term  aforesaid,  and that if Tenant shall pay the rental and
perform  all of the  covenants,  terms,  and  conditions  of  this  Lease  to be
performed  by Tenant,  Tenant  shall,  during the term hereby  created,  freely,
peaceably,  and  quietly  occupy and enjoy the full  possession  of the  demised
premises  without  molestation  or hindrance  by Landlord or any party  claiming
through  or under  Landlord.  In the event of any sale or  transfer  by the then
Landlord hereunder of the Building,  the Landlord whose interest is thus sold or
transferred  shall be and hereby is completely  released and forever  discharged
from and in respect of all  covenants,  obligations,  and  liability as Landlord
hereunder accruing after the date of such sale or transfer.

   26.  No  Partnership.  Nothing  contained  in this  Lease  shall be deemed or
construed to create a partnership  or joint  venture of or between  Landlord and
Tenant or to create any other relationship between the parties hereto other than
that of landlord and tenant.

   27.  No  Representations  by  Landlord.  Neither  Landlord  nor any  agent or
employee of Landlord has made any  representations  or promises  with respect to
the demised  premises or the Building except as herein  expressly set forth, and
no rights,  privileges,  easements, or licenses are acquired by Tenant except as
herein  expressly  set forth.  The Tenant,  by taking  possession of the demised
premises,  shall accept the same "as is", and such taking of possession shall be
conclusive  evidence that the demised  premises and the Building are in good and
satisfactory condition at the time of such taking of possession.

   28. Brokers.  Each party hereto  represents and warrants to the other that it
has employed no brokers, finders, or consultants in respect of this Lease, other
than the Broker or Brokers  identified in Section 1 hereof,  and each such party
shall indemnify and hold harmless the other party hereto from loss, liability or
expense,  including reasonable attorneys' fees, arising by reason of a breach of
such  representation  and  warranty.  Landlord  shall  pay  to the  Brokers  any
commission  or  compensation  payable  to such  Brokers  pursuant  to a separate
written agreement executed by Landlord and the Brokers.

   29.  Notices.  All  notices  or other  communications  hereunder  shall be in
writing and shall be deemed duly given if delivered  in person,  or by certified
or registered  mail,  return receipt  requested,  first-class,  postage prepaid,
addressed  to the  parties  hereto at their  respective  addresses  set forth in
Section 1,

                                     - 15 -





<PAGE>



unless notice of a change of address is given  pursuant to the provision of this
Section 29.

   30. Estoppel Certificates.  Tenant agrees, at any time and from time to time,
upon not less than five (5) days' prior written notice by Landlord,  to execute,
acknowledge,  and deliver to Landlord a statement in writing  certifying to such
information  relating to Tenant and this Lease as Landlord may request. Any such
statement  delivered  pursuant  hereto  may be  relied  upon by any owner of the
Building,   any  prospective  purchaser  of  the  Building,   any  Mortgagee  or
prospective  Mortgagee  of  the  Building  or  of  Landlords  interest,  or  any
prospective assignee of any such Mortgage.

   31.  Holding Over. In the event that Tenant shall not  immediately  surrender
the demised  premises on the date of expiration  of the term hereof,  and Tenant
shall hold over with the consent of  Landlord,  Tenant  shall,  by virtue of the
provisions hereof, become a tenant by the month at 150% of the monthly rental in
effect during the last month of the term of this Lease  (including any increases
in such monthly rental  pursuant to the provisions  hereof),  which said monthly
tenancy shall  commence with the first day next after the expiration of the term
of this  Lease.  Tenant,  as a monthly  tenant,  shall be  subject to all of the
conditions and covenants of this Lease, including any additional rent provisions
hereof,  and Tenant  shall give to Landlord at least  thirty (30) days'  written
notice of any  intention  to quit the  demised  premises,  and  Tenant  shall be
entitled  to thirty  (30)  days'  written  notice to quit.  Notwithstanding  the
foregoing  provisions  of this  Section 31, in the event that Tenant  shall hold
over after the  expiration  of the term hereby  created,  and if Landlord  shall
desire to regain  possession of the demised premises  promptly at the expiration
of the term of this Lease,  then at any time prior to  Landlord's  acceptance of
rent from Tenant as a monthly tenant  hereunder,  Landlord,  at its option,  may
forthwith  reenter and take possession of the demised  premises without process,
or by any  legal  process  in  force  at such  time in the  State  of  Maryland.
Furthermore,  in the event Tenant continues to occupy the demised premises after
the date of expiration of the term of this Lease or any extension period, Tenant
hereby  agrees to pay to Landlord,  upon demand by  Landlord,  for each month or
part  of a  month  Tenant  occupies  the  demised  premises  after  the  date of
expiration of the term of this Lease or any extension period thereof,  an amount
determined  by  multiplying  the amount  equal to the  monthly  rental in effect
during the last month of the term of this Lease (including any increases in such
monthly rental pursuant to the provisions hereof) by one and one-half (1 1/2).

   32. Right of Landlord to Cure  Tenant's  Default.  If Tenant  defaults in the
making of any  payment or in the doing of any act herein  required to be made or
done by Tenant, then Landlord may,

                                     - 16 -




<PAGE>



but shall not be  required  to,  make such  payment  or do such act on behalf of
Tenant, and the amount of the expense thereof, if made or done by Landlord, with
interest  thereon at a rate equal to the lower of (i) the prime rate of interest
designated  by  Maryland  National  Bank,  or any  successor  bank  thereto,  as
announced  from  time to time,  plus two  percent  (2%) per  annum,  or (ii) the
maximum rate  permitted by applicable law from the date any such payment is paid
by Landlord, shall be paid by Tenant to Landlord and shall constitute additional
rent hereunder,  due and payable with the next monthly installment of Base Rent;
but the making of such  payment or the doing of such act by  Landlord  shall not
operate to cure such default or to estop Landlord from the pursuit of any remedy
to which  Landlord  would  otherwise be entitled.  If Tenant fails to pay in the
manner  provided in Section 4(b) hereof any  installment  of rent or  additional
rent on or  before  the date the  same  becomes  due and  payable,  such  unpaid
installment  shall bear  interest  at a rate equal to the lower of (i) the prime
rate of interest  designated by  Manufacturer's  Hanover Trust  Company,  or any
successor bank thereto,  as announced from time to time,  plus five percent (5%)
per annum or (ii) the maximum  rate  permitted by  applicable  law from the date
such  installment  became  due and  payable  to the date of  payment  thereof by
Tenant.  In  addition,  if  Tenant  fails  to pay  any  installment  of  rent or
additional  rent  within five (5) 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  installment.  Any  such  interest  and/or  late  charge  shall  constitute
additional rent hereunder,  due and payable with the next monthly installment of
Base Rent.  A failure by Landlord  to bill Tenant for either of such  charges at
the time of their  accrual shall not be deemed a waiver by Landlord of its right
to accumulate such charges or to collect from Tenant for such accrued charges on
a  periodic  basis.  Tenant  shall  perform  all  obligations  on its part to be
performed  hereunder promptly and in a timely fashion and shall promptly pay all
bills sent by Landlord.

   33. Benefit and Burden.  Subject to the  provisions of Section 8 hereof,  the
provisions of this Lease shall be binding  upon,  and shall inure to the benefit
of, the parties hereto and each of their respective representatives,  successors
and assigns. Landlord may freely and fully assign its interest hereunder.

   34. [Intentionally Omitted.]

   35. Landlord as an Individual or Partnership. If Landlord or any successor in
interest to Landlord shall be an individual,  joint venture, firm,  corporation,
limited liability company, or partnership, general or limited, there shall be no
personal  liability on such  individual,  the  shareholders  or directors of the
corporation,  the members of the limited liability  company,  or the partners of
such firm, partnership, or joint venture with

                                     - 17 -


<PAGE>



respect to any of the provisions of this Lease, any obligation arising therefrom
or in  connection  therewith.  In such  event,  Tenant  shall look solely to the
equity  of the then  owner in the  demised  premises  and the  Building  for the
satisfaction  of any remedies of Tenant in the event of a breach by the Landlord
of any of its obligations hereunder.

   36.  Ground  Lease.  In the event  that at any time the Land  upon  which the
Building is constructed is leased by Landlord  pursuant to a lease  (hereinafter
referred to as the "Ground  Lease") from the owner of such Land,  as lessor,  to
Landlord, as lessee, then no termination of the Ground Lease nor the institution
of any suit,  action, or proceeding by the lessor under the Ground Lease seeking
to terminate the Ground Lease shall result in a  cancellation  or termination of
this Lease or Tenant's obligations  hereunder.  Tenant covenants and agrees that
if by reason of a default  under the  Ground  Lease,  the  Ground  Lease and the
leasehold estate in the demised premises are terminated,  the Tenant will attorn
to the then holder of the  reversionary  interest in the demised  premises or to
anyone who shall succeed to the interest of Landlord,  or to the lessee of a new
underlying  lease  entered into pursuant to the  provisions  of such  underlying
lease,  and will  recognize  such holder,  and/or such  successor in interest to
Landlord and/or such lessee, as Tenants Landlord under this Lease. Tenant agrees
to execute and deliver,  at any time and from time to time,  upon the request of
Landlord or of the lessor under any such underlying  lease any instrument  which
may be necessary or  appropriate  to evidence such  attornment.  Tenant  further
waives the  provision  of any statute or rule of law now or  hereafter in effect
which may give or purport to give Tenant any right of election to terminate this
Lease or to  surrender  possession  of the  demised  premises  in the  event any
proceeding is brought by the lessor under any underlying  lease to terminate the
same,  and agrees that this Lease shall not be affected in any way whatsoever by
any such proceeding.

   37.  Additional  Rights.  Landlord  shall have the right to change,  alter or
renovate  the  Building,  without  liability  to Tenant  for damage or injury to
property,  person,  or business,  all claims for damage being hereby released by
Tenant,  and without  effecting an eviction or  disturbance  of Tenant's use  or
possession  or giving rise to any claim for  setoffs or  abatement  of rent.  In
performance of the renovation program, Landlord, its agents, contractors,  etc.,
shall have the right to enter Tenant's  demised  premises to perform  renovation
work during and after building hours, upon at least one (1) day's notice. Tenant
shall  cooperate with Landlord in temporarily  relocating  furniture,  fixtures,
personal property,  and personnel as required to complete the renovation work in
the Building.

                                     - 18 -





<PAGE>



   38. Financial  Statements.  Tenant, upon its execution hereof, and thereafter
upon written  request by  Landlord,  will  provide  Landlord  with a copy of its
financial  statements,  and may  provide  copies of the  statements  to existing
Mortgagees and potential lenders or purchasers.

   39.  Insolvency  or  Bankruptcy  of  Tenant.  In the  event  Tenant  makes an
assignment for the benefit of  creditors,  or a receiver  of Tenant's  assets is
appointed,  or Tenant files a voluntary petition in any bankruptcy or insolvency
proceeding,   or  an  involuntary  petition  in  any  bankruptcy  or  insolvency
proceeding is filed against Tenant and the same is not  discharged  within sixty
(60) days, or Tenant is adjudicated as bankrupt,  Landlord shall have the option
of  terminating  this  Lease  by  sending  written  notice  to  Tenant  of  such
termination and, upon such written notice being given by Landlord to Tenant, the
term of this Lease shall, at the option of Landlord,  end, and Landlord shall be
entitled to immediate  possession of the demised premises and to recover damages
from Tenant in accordance with the provisions of Section 20 hereof.

   40.  Mortgagee  Protection.  Tenant  agrees  to  give  any  Mortgagee(s),  by
certified or  registered  mail, a copy of any notice of default  served upon the
Landlord by Tenant,  provided that prior to such notice Tenant has been notified
in writing (by way of notice of assignment of rents and leases, or otherwise) of
the addresses of such Mortgagee(s). Tenant further agrees that if Landlord shall
have failed to cure such default within a reasonable time, then the Mortgagee(s)
shall  have a  reasonable  time  thereafter  within  which to cure such  default
(including  such additional time as may be necessary for the Mortgagee to obtain
possession of the Building and to be able to take action to cure such default).

   41.  Waiver of Jury Trial.  Landlord and Tenant hereby waive their right to a
trial by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other in respect of any matter whatsoever arising out
of or in any way connected  with this Lease,  the  relationship  of Landlord and
Tenant hereunder,  Tenant's use of or occupancy of the demised premises, and any
claim or  counterclaim  of injury,  damage or  otherwise  by Landlord and Tenant
against or with respect to each other.

   42. Gender and Number.  Feminine or neuter  pronouns shall be substituted for
those  of the  masculine  form,  and the  plural  shall be  substituted  for the
singular number, in any place or places therein in which the context may require
such substitution.

   43. Entire Agreement.  This Lease, together with the Exhibits and any Addenda
attached hereto, contains and embodies

                                     - 19 -





<PAGE>



the entire agreement of the parties hereto, and no representations, inducements,
or  agreements,  oral or  otherwise,  between the parties not  contained in this
Lease, Riders, and Exhibits, shall be of any force or effect. This Lease may not
be modified, changed, or terminated in whole or in part in any manner other than
by an agreement in writing duly signed by both parties hereto.

   44.  Invalidity of Particular  Provisions.  If any provision of this Lease or
the application  thereof to any person or  circumstances  shall to any extent be
invalid or  unenforceable,  the remainder of this Lease,  or the  application of
such  provision to persons or  circumstances  other than those as to which it is
invalid or unenforceable,  shall not be affected thereby,  and each provision of
this Lease shall be valid and be enforced to the  fullest  extent  permitted  by
law.

   45. Joint and Several Liability.  All persons and entities  comprising Tenant
under this Lease shall be jointly and  severally  liable to Landlord  for all of
the obligations of Tenant under this Lease.



                                      - 20 -







<PAGE>



   IN WITNESS  WHEREOF,  Landlord and Tenant have each executed this Lease under
seal as of the day and year hereinabove written

                                        LANDLORD

                                        CHALREP LIMITED PARTNERSHIP         
WITNESS:                                

/s/ David London                        By: /s/ Alfred Liggins              
---------------------------------          -------------------------------  
Name: David  London                     Name:  Alfred Liggins               
      ---------------------------            -----------------------------  
Title:                                  Title: President of Chalrep, Inc.   
       --------------------------              General Partner
                                              ----------------------------  

                                        TENANT

                                        RADIO ONE, INC.        
WITNESS/ATTEST                                                 
/s/ Catherine L. Hughes                 By: /s/ Alfred Liggins 
----------------------------------          -----------------------------
Name:  Catherine L. Hughes              Name: Alfred Liggins   
     -----------------------------            ---------------------------
Title:  Secretary                       Title: President
      ----------------------------             --------------------------
                                     


<PAGE>



EXHIBIT A



<PAGE>
                                   FLOOR PLAN

                                [IMAGE OMITTED]


<PAGE>
                                   FLOOR PLAN

                                [IMAGE OMITTED]


<PAGE>
                                   FLOOR PLAN

                                [IMAGE OMITTED]


<PAGE>



                                    EXHIBIT B
                            [Intentionally Omitted.]




























                                      - 1 -


<PAGE>



                                   EXHIBIT C

                              RULES AND REGULATIONS

1.   No part or the whole of the sidewalks,  plaza areas,  entrances,  passages,
     courts,  elevators,  vestibules,  stairways,  corridors,  or  halls  of the
     Building or the Land shall be  obstructed  or  encumbered  by any tenant or
     used for any  purpose  other than  ingress and egress to and from the space
     demised to such tenant.

2.   No awnings or other  projections  shall be attached to the outside walls or
     windows of the Building.  No curtains,  blinds,  shades,  or screens (other
     than those  furnished  by  Landlord  as part of  Landlords  work)  shall be
     attached to or hung in, or used in connection  with,  any window or door of
     the space demised to any tenant, without the written consent of Landlord.

3.   No  sign,  advertisement,  object,  notice,  or  other  lettering  shall be
     exhibited,  inscribed,  painted,  or affixed on any part of the  outside or
     inside of the space demised to any tenant or of the Building or the Land.

4.   No show cases or other  articles shall be put in front of or affixed to any
     part of the exterior of the Building,  nor placed in the halls,  corridors,
     vestibules, or other public parts of the Building.

5.   The water and wash closets and other  plumbing  fixtures  shall not be used
     for any purposes other than those for which they were  constructed,  and no
     sweepings,   rubbish,  rags,  or  other  substances   (including,   without
     limitation, coffee grounds) shall be thrown therein.

6.   No  tenant  shall  bring or keep,  or  permit to be  brought  or kept,  any
     inflammable,  combustible,  or  explosive  fluid,  material,  chemical,  or
     substance in or about the space demised to such tenant.

7.   No tenant shall mark, paint,  drill into, or in any way deface, any part of
     the Building or the space demised to such tenant. No bonding,  cutting,  or
     stringing of wires will be permitted.

8.   No cooking  shall be done or permitted  in the  Building by any tenant.  No
     tenant shall cause or permit any unusual or objectionable  odors to emanate
     from the space demised to such tenant.

9.   Neither the whole nor any part of the space  demised to any tenant shall be
     used for manufacturing, for the storage of

                                      - 1 -


<PAGE>



     merchandise, or for the sale of merchandise, goods, or property.

10.  No tenant  shall make,  or permit to be made,  any  unseemly or  disturbing
     noises or  disturb or  interfere  with other  tenants or  occupants  of the
     Building or  neighboring  buildings  or premises  whether by the use of any
     musical instrument, radio, television set, or other audio device, unmusical
     noise, whistling, singing, or in any other way. Nothing shall be thrown out
     of any doors, windows, or skylights or down any passageways.

11.  No  additional  locks or bolts of any kind shall be placed  upon any of the
     doors or windows in the space demised to any tenant,  nor shall any changes
     be made in locks or the  mechanism  thereof.  Each  tenant  must,  upon the
     termination  of its  tenancy,  return to  Landlord  all keys to offices and
     toilet rooms,  either furnished to, or otherwise  procured by, such tenant,
     and in the  event of the loss of any  such  keys,  such  tenant  shall  pay
     Landlord the reasonable cost of replacement keys.

12.  All removals from the  Building,  or the carrying in or out of the Building
     or the space  demised to any tenant of any safes,  freight,  furniture,  or
     bulky  matter of any  description  must take place during such hours and in
     such  manner as Landlord  or its agents may  determine,  from time to time.
     Landlord  reserves the right to inspect all freight for violation of any of
     these rules and regulations or the provisions of such tenant's lease.

13.  No tenant shall use or occupy or permit any portion of the space demised to
     such  tenant  to be used or  occupied  as an  employment  bureau or for the
     storage,  manufacture,  or sale of liquor,  narcotics  or drugs.  No tenant
     shall engage or pay any  employees in the Building,  except those  actually
     working for such tenant in the Building, nor advertise for  laborers giving
     an address at the Building.

14.  Landlord  shall have the right to prohibit  any  advertising  by any tenant
     which,  in  Landlord's  opinion,  tends to  impair  the  reputation  of the
     Building or its  desirability  as a building for  offices,  and upon notice
     from  Landlord,   such  tenant  shall  refrain  from  or  discontinue  such
     advertising.

15.  Landlord  reserves the right to control and operate the public  portions of
     the Building and the public facilities, as well as facilities furnished for
     the  common  use of the  tenants,  in such  manner as it deems best for the
     benefit of the tenants generally,  including, without limitation, the right
     to exclude  from the  Building,  between the hours of 6 P.M.  and 8 A.M. on
     business days and at all hours on

                                      - 2 -


<PAGE>



     Saturdays,  except  between  the  hours of 8 A.M.  to 1 P.M.,  Sundays  and
     Holidays,  all persons who do not present a pass to the Building  signed by
     Landlord or other suitable identification satisfactory to Landlord.

16.  Each tenant, before closing and leaving the space demised to such tenant at
     any time, shall see that all entrance doors are locked.

17.  No space demised to any tenant shall be used, or permitted to be used,  for
     lodging or sleeping or for any immoral or illegal purpose.

18.  The  requirements  of tenants will be attended to only upon  application at
     the  office  of  Landlord.  Building  employees  shall not be  required  to
     perform,  and shall not be  requested  by any tenant to  perform,  any work
     outside of their regular duties,  unless under specific  instructions  from
     the office of Landlord.

19.  Canvassing,  soliciting,  and peddling in the Building are prohibited,  and
     each tenant shall cooperate in seeking the prevention of such.

20.  There  shall not be used in the  Building,  either by any  Tenant or by its
     agents or contractors, in the delivery or receipt of merchandise,  freight,
     or other matter,  any hand trucks or other means of conveyance except those
     equipped with rubber tires,  rubber side guards,  and such other safeguards
     as Landlord may require.

21.  No animals of any kind shall be brought  into or kept about the Building by
     any tenant.

22.  No tenant shall place, or permit to be placed,  on any part of the floor or
     floors of the space demised to such tenant a load  exceeding the floor load
     per square foot which such floor was designed to carry and which is allowed
     by law.

23.  Landlord  reserves the right to specify  where in the space  demised to any
     tenant  business  machines  and  mechanical  equipment  shall be  placed or
     maintained,  in  order,  in  Landlord's  judgment,  to absorb  and  prevent
     vibration, noise, and annoyance to other tenants of the Building.

24.  No vending  machines  shall be  permitted  to be placed or installed in any
     part of the Building by any tenant. Landlord reserves the right to place or
     install vending machines in any of the common areas of the Building.

25.  Tenant shall not: do or permit  anything to be done in or about the demised
     premises which will in any way obstruct or

                                     - 3 -



<PAGE>



     interfere  with the rights of other tenants of the  Building,  or injure or
     annoy them; use or allow the demised  premises to be used for any improper,
     immoral, or objectionable  purpose;  cause, maintain or permit any nuisance
     in, on, or about the demised  premises  or commit or allow to be  committed
     any waste in,  on, or about the  demised  premises.  Tenant  shall keep all
     doors leading from the demised  premises to the rest of the Building closed
     at all times; provided,  however, that such doors may be opened for ingress
     or egress at the time of such ingress or egress.

26.  Landlord reserves the right, at any time and from time to time, to rescind,
     alter, or waive, in whole or in part, any of the Rules and Regulations when
     it is deemed necessary,  desirable,  or proper, in Landlord's judgment, for
     its best interests or for the best interests of the tenants.

     The foregoing  rules and  regulations  are hereby agreed to by Landlord and
Tenant.


                                      - 4 -






<PAGE>



                                    RIDER 1

                                 OPTION TO RENEW

  A. Provided  that Tenant (i) has not  defaulted  under the terms of this Lease
and (ii) is in  possession  and occupancy of at least fifty percent (50%) of the
demised  premises,  then  Tenant  shall have one (1) option to renew the term of
this Lease for a period of five (5) consecutive years.  Tenant's option to renew
the term of this Lease shall be exercisable as hereinafter set forth.

  B. Tenant shall send Landlord written notice of Tenants desire to exercise the
lease option not less than 180 days prior to the expiration of the current Lease
term.  The Base Rent for the renewal term (Lease Years 11-15) shall  increase to
the amount set forth in Section 1 of the Lease.

  C. All of the other terms and  conditions of this Lease shall apply during the
renewal term except that there shall be no additional option to renew under this
Rider 1 or otherwise;  and there shall be no  interruption in the calculation of
Tenant's Expense Share during the renewal term.

  D. In the event that Tenant does not fulfill  any  requirement  of notice,  or
comply with the schedule  requirements as set forth herein, this option to renew
the term of this Lease shall become null and void.
