<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>20
<FILENAME>ex10-4_14663.txt
<DESCRIPTION>FIRST AMENDMENT TO LEASE AGREEMENT DATED 01-16-01
<TEXT>
                                                                    EXHIBIT 10.4
                                                                    ------------

                            FIRST AMENDMENT TO LEASE

         THIS FIRST AMENDMENT TO LEASE (this "AMENDMENT") is made and entered
into as of January 16, 2001, by and between STARWOOD URBAN RETAIL I, LLC, a
Delaware limited liability company("LANDLORD"), and INTERACTIVE APPLICATIONS
GROUP, INC., a Delaware corporation ("TENANT").

                                   WITNESSETH:

         WHEREAS, Landlord and Tenant entered into that certain Agreement of
Lease dated August 20, 1999 (the "LEASE"), for approximately six thousand three
hundred thirty-six (6,336) square feet of rentable area, commonly known as Suite
250, having an address of 2639 Connecticut Avenue, N.W., Washington, D.C. (the
"INITIAL PREMISES") located on the second (2nd) floor of that certain office
building located at 2631-2641 Connecticut Avenue, N.W., Washington, D.C. (the
"BUILDING");

         WHEREAS, Tenant desires to lease from Landlord certain additional
office space located on the lower level of the Building; and

         WHEREAS, Landlord and Tenant desire to expand the rentable area of the
Initial Premises to incorporate such additional office space and make certain
other modifications to the Lease in connection therewith, upon the terms and
conditions and as more particularly set forth hereinbelow.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth hereinbelow and of other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties hereto, Landlord
and Tenant, intending legally to be bound, hereby agree as follows:

         1. Expansion Space.

         (a) Tenant does hereby lease from Landlord that certain area deemed to
be three thousand forty-seven (3,047) square feet of rentable area located on
the lower level of the Building, known as Suite 113, having an address of 2639
Connecticut Avenue, N.W., Washington, D.C. (the "LOWER LEVEL EXPANSION SPACE").
The Lower Level Expansion Space is more particularly described on Exhibit A
attached hereto.

         (b) Notwithstanding anything in Paragraph (b) of the Summary of Basic
Lease Provisions or otherwise in the Lease to the contrary, effective as of the
Lower Level Expansion Space Commencement Date (as hereinafter defined), (i) the
term "Premises" as used in the Lease and herein shall be deemed to mean
approximately nine thousand three hundred eighty-three (9,383) square feet of
rentable area located on the second floor and lower level of the Building, and
(ii) the Lower Level Expansion Space shall be subject to all of the terms and
conditions of the Lease for the remainder of the Lease Term (as defined in the
Lease), except as otherwise expressly provided herein.

         (c) The Lease Term with respect to the Lower Level Expansion Space
shall commence on the earlier of the date on which (a) the work and materials to
be provided by Landlord pursuant to Exhibit C attached hereto and hereby made a
part hereof are substantially complete as determined pursuant to Exhibit C, and
Landlord delivers the Lower Level Expansion Space to Tenant (but in no event
earlier than February 1, 2001),

<PAGE>

or (b) Tenant commences beneficial use of the Lower Level Expansion Space (but
in no event earlier than February 1, 2001) (the "LOWER LEVEL EXPANSION SPACE
COMMENCEMENT DATE"), and shall be coterminous with the Lease Term for the
Initial Premises, as such Lease Term may be extended or earlier terminated in
accordance with the terms of the Lease (as modified hereby). Tenant shall be
deemed to have commenced beneficial use of the Lower Level Expansion Space when
Tenant begins to move furniture, furnishings, inventory, equipment or trade
fixtures into the Lower Level Expansion Space. Notwithstanding the foregoing,
Tenant shall not have any right to commence beneficial use of the Lower Level
Expansion Space unless the same is vacant and delivered to Tenant by Landlord
and during any period Tenant is in breach of any of its obligations under the
Lease (as amended hereby). The period commencing on the Lower Level Expansion
Space Commencement Date and ending on the last day of the twelfth (12th) full
calendar month thereafter, shall constitute the first "LOWER LEVEL LEASE YEAR."
Each successive twelve month period during the Lease Term, commencing on the
annual anniversary of the Lower Level Expansion Space Commencement Date (or if
the Lower Level Expansion Space Commencement Date is not the first day of a
calendar month, the annual anniversary of the first full calendar month
following the Lower Level Expansion Space Commencement Date) shall constitute a
"Lower Level Lease Year" for purposes of the Lease. Promptly after the Lower
Level Expansion Space Commencement Date is ascertained, Landlord shall provide
and Tenant shall execute a certificate confirming the Lower Level Expansion
Space Commencement Date in the form attached hereto as Exhibit B. Landlord shall
obtain a certificate of occupancy for the Lower Level Expansion Space.

         (d) It is presently anticipated that the Lower Level Expansion Space
will be delivered to Tenant on or about September 1, 2001 (the "LOWER LEVEL
EXPANSION SPACE ANTICIPATED DELIVERY DATE") in its then as is condition;
provided, however, that if Landlord does not deliver possession of the Lower
Level Expansion Space on or prior to such date, Landlord shall not have any
liability whatsoever, and this Amendment shall not be rendered void or voidable,
as a result thereof. Tenant acknowledges that the Lower Level Expansion Space is
currently leased to and occupied by another tenant of the Building pursuant to a
lease with Landlord (the "EXISTING LEASE") the term of which Existing Lease is
scheduled to expire on May 31, 2001. Landlord is currently investigating the
possibility of terminating the Existing Lease prior to the scheduled expiration
thereof. Accordingly, notwithstanding anything in this Amendment to the
contrary, the occurrence of the Lower Level Expansion Space Commencement Date
will be conditioned upon the expiration or earlier termination (upon terms
satisfactory to Landlord in its sole and absolute determination) of the Existing
Lease and the complete vacancy of the Lower Level Expansion Space by all
occupants. Notwithstanding the Lower Level Expansion Space Anticipated Delivery
Date, in the event the current occupant of the Lower Level Expansion Space
vacates such space and delivers it to Landlord prior to the scheduled expiration
of the Existing Lease, Landlord shall exercise commercially reasonable efforts
to deliver the Lower Level Expansion Space to Tenant prior to the Lower Level
Expansion Space Anticipated Delivery Date.

         (e) Provided no default by Tenant has occurred under the Lease, Tenant
and its contractors shall be allowed access to the Lower Level Expansion Space
during the Early Access Period (as hereinafter defined) in order to install
Tenant's furniture, furnishings

                                        2
<PAGE>

and equipment into the Lower Level Expansion Space (but in no event to commence
business operations therein), subject to the terms and conditions of this
paragraph, all other applicable provisions of the Lease (including, without
limitation, Article 8), and Landlord's reasonable rules and regulations. The
"EARLY ACCESS PERIOD" shall commence on the fourteenth (14th) day prior to
Landlord's estimated date of substantial completion of the work and materials to
be provided by Landlord pursuant to Exhibit C and continue through the day
before the date of substantial completion. At Tenant's request from time to
time, Landlord shall endeavor to inform Tenant of Landlord's good faith
determination of Landlord's non-binding estimate of the date of substantial
completion of such work. At least three (3) business days prior to any such
early access, Tenant shall deliver to Landlord written evidence in a form
satisfactory to Landlord specifying that Tenant is then carrying all insurance
required by Article 11 of the Lease to be carried by Tenant and written evidence
of the insurance carried by any such contractor (which insurance must be
approved in writing by Landlord prior to any such contractor entering the Lower
Level Expansion Space). Landlord shall not be responsible for, nor shall the
Lower Level Expansion Space Commencement Date be delayed as a result of, any
delay caused by or related to Tenant's activities during the Early Access
Period. Any and all activity by Tennant, its emp1oyees, agents, contractor's or
other invitees (individually, an "INVITEE" and collectively, "INVITEES") in the
Lower Level Expansion Space prior to the Lower Expansion Space Commencement Date
shall be coordinated with Landlord and its general contractor to ensure that
such activities in the Lower Level Expansion Space do not interfere with the
work being performed by Landlord and its contractors. If Landlord determines
that Tenant or any Invitee is interfering with Landlord's work in the Lower
Level Expansion Space, then Landlord shall have the right to require the
offending party to leave the Lower Level Expansion Space, and, in any such
event, Tenant shall have no right to assert that the Lower Level Expansion Space
Commencement Date or Tenant's other obligations under the Lease, as amended
hereby, are affected thereby. Notwithstanding anything in the Lease to the
contrary, all of the provisions of the Lease (including, without limitation, all
insurance and indemnity provisions) shall apply during the Early Access Period,
except that during such period Tenant shall not be obligated to pay Basic Rent
or increases in Operating' Costs and Real Estate Taxes and Landlord shall not be
obligated to provide any service or other item. Tenant shall indemnify and hold
Landlord harmless from and against any and all losses, damages, liabilities,
actions, claims, costs and expenses, including court costs and reasonable
attorneys' fees, to the extent arising out of or relating to Tenant's and any
Invitee's entry, or installation or movement of equipment or other property,
into the Lower Level Expansion Space.

         (f) Notwithstanding anything to the contrary contained herein, if
Landlord does not deliver the Lower Level Expansion Space to Tenant in the
condition required herein on or before December 31, 2001 (as such date may be
extended as hereinbelow described, the "OUTSIDE DATE"), then Tenant shall have
the option to notify Landlord of Tenant's intent to cancel the Lease solely with
respect to the Lower Level Expansion Space by written notice delivered to
Landlord. If Tenant provides such notice, then Landlord shall have fifteen (15)
days from receipt thereof to so deliver to Tenant the Lower Level Expansion
Space. If Landlord fails to so deliver the Lower Level Expansion Space pursuant
to the terms hereof within such fifteen (15) day period, then the Lease solely
with respect to the Lower Level Expansion Space shall be deemed terminated and

                                        3
<PAGE>

the parties hereto shall have no further liability to each other with respect to
the Lower Level Expansion Space. In the event of any delay in Landlord's
delivery of the Lower Level Expansion Space (a) because of any acts or omissions
of Tenant, including without limitation, any entry into the Lower Level
Expansion Space during the Early Access Period, and/or (b) because of any delay
due to fire, act of God, governmental act or failure to act, strike, labor
dispute, inability to procure materials, or any other cause beyond Landlord's
reasonable control (whether similar or dissimilar to the foregoing events), then
Tenant's option to cancel the Lease with respect to the Lower Level Expansion
Space shall be postponed for the period of such delay and the Outside Date (or
cure period, as applicable) shall be automatically extended for a period equal
to the period of such delay. In addition, if this Amendment has not been
executed by Tenant and delivered to Landlord in form satisfactory to Landlord by
January 15, 2001, Tenant's option to cancel the Lease with respect to the Lower
Level Expansion Space shall be postponed and the Outside Date automatically
extended by the number of days after January 15, 2001, until this Amendment is
executed by Tenant and delivered to Landlord in form satisfactory to Landlord.

         2. Annual Basic Rent.

                  (a) Notwithstanding anything to the contrary contained in
Section 3.01 of the Lease, from and after the Lower Level Expansion Space
Commencement Date, in addition to Annual Basic Rent payable for the Initial
Premises, Tenant shall pay in equal monthly installments the following amounts
as Annual Basic Rent for the Lower Level Expansion Space for the corresponding
Lower Level Lease Year, which amounts are based on the amounts set forth below
per square foot of agreed upon rentable area in the Lower Level Expansion Space:

Lower Level                                                     Basic Rent Per
Lease Year       Annual Basic Rent      Monthly Basic Rent        Square Foot
-----------      -----------------      ------------------      --------------
1                   $58,655.00             $4,887.90                 $19.25
2                   $60,422.00             $5,035.17                 $19.83
3                   $62,250.00             $5,187.52                 $20.43
4                   $64,109.00             $5,342.41                 $21.04
5                   $66,028.00             $5,502.37                 $21.67


         (b) Each monthly installment of Annual Basic Rent payable for the Lower
Level Expansion Space shall be payable in advance on or before the first day of
each calendar month and otherwise in accordance with the terms and conditions
contained in Section 3.02 of the Lease. Concurrently with the execution of this
Amendment, Tenant shall pay to Landlord a sum equal to Four Thousand Eight
Hundred Eighty-Seven and 90/100ths Dollars (4,887.90), which amount shall be
applied against the first (1s) monthly installment of Annual Basic Rent payable
for the Lower Level Expansion Space. Notwithstanding anything to the contrary
contained in the Lease, no abatement or other concession whatsoever shall apply
with respect to the annual Basic Rent payable for the Lower Level Expansion
Space. If the Lower Level Expansion Space Commencement

                                        4
<PAGE>

Date is not the first day of a calendar month, then the Annual Basic Rent
payable for the Lower Level Expansion Space for the period commencing on the
Lower Level Expansion Space Commencement Date and expiring on the last day of
the ten-current calendar month shall be prorated on a per diem basis at the rate
of one-thirtieth (1/30) of the monthly installment of the Annual Basic Rent
payable for the Lower Level Expansion Space during such first twelve (12) month
period, and Tenant shall pay such prorated installment in advance on the Lower
Level Expansion Space Commencement Date.

         (c) It is expressly understood and agreed that the Annual Basic Rent
payable for the Lower Level Expansion Space shall be net of all electric service
to the Lower Level Expansion Space, it being understood and agreed that Tenant
shall be responsible for all costs thereof, in accordance with the terms of
Paragraph 11 herein.

         3. Additional Rent. Notwithstanding anything to the contrary contained
in the Lease, in addition to Tenant's responsibility to pay Tenant's pro-rata
share of (a) Excess Real Estate Taxes (as defined in the Lease) over the Real
Estate Taxes paid during the Base Year pursuant to Section 3.03(c) of the Lease,
and (b) Excess Operating Costs (as defined in the Lease) over the Operating
Costs paid during the Base Year pursuant to Section 3.03(a) of the Lease,
commencing on the first anniversary of the Lower Level Expansion Space
Commencement Date, and continuing thereafter throughout the Lease Term, Tenant
shall pay to Landlord as additional rent and otherwise in accordance with the
terms and conditions contained in Section 3.03 of the Lease, Tenant's pro rata
share with respect to the Lower Level Expansion Space of all (i) increases in
Real Estate Taxes to the extent the same exceed the Real Estate Taxes for the
2001 calendar year (the "LOWER LEVEL BASE YEAR"), which for purposes of the
Lease, shall be deemed to be included within the term "Excess Real Estate
Taxes," and (b) increases in Operating Costs to the extent the same exceed the
Operating Costs for the Lower Level Base Year, which for purposes of the Lease,
shall be deemed to be included within the term "Excess Operating Costs." For
purposes hereof, Tenant's pro rata share with respect to the Lower Level
Expansion Space (the "EXPANSION PRO RATA SHARE") shall be eight and ninety-three
hundredths of one percent (8.93%) of all such Real Estate Taxes and Operating
Costs incurred in excess of those incurred for the Lower Level Base Year..
Effective as of the Lower Level Expansion Space Commencement Date, Section 3.03
(b)(vii) of the Lease shall be amended to insert the words, "except to the
extent paid directly by Tenant for the Lower Level Expansion Space," following
the words, "utility charges and other costs of lighting, heating and cooling the
Project."

         4. Alterations and Tenant Improvements.

                  (a) The original improvements to the Lower Level Expansion
Space (except as set forth below) shall be accomplished by Landlord or its
designated contractor(s) or subcontractor(s) in accordance with Exhibit C
attached to this Amendment and made a part hereof. Notwithstanding anything to
the contrary contained in the Lease, Landlord is under no obligation to make any
structural or other alterations, decorations, additions, improvements or other
changes in or to the Lower Level Expansion Space, or the Initial Premises or the
Project in connection with this Amendment except as otherwise expressly provided
in this Amendment. Following Landlord's delivery of the Lower Level Expansion
Space to Tenant, Tenant shall install in the Lower Level Expansion Space, in
accordance with Section 8.01 of the Lease, (i) all

                                        5
<PAGE>

connections for telephone systems and required outlets and computer wires and
systems, including all conduit, equipment boards and wiring, and (ii) new offce
trade fxtures, including all electrical connections.

         5. Security Deposit. Simultaneously with the execution of this
Amendment, Tenant shall deposit with Landlord the sum of Four Thousand Eight
Hundred Eighty-Seven and 90/100ths Dollars ($4,887.90) to be added to the
security deposit held by Landlord in accordance with the terms of Section 3.06
of the Lease.

         6. Option. From and after the date hereof, Tenant's right to renew the
Lease Term and the terms and conditions thereof, as more particularly set forth
in Section 2.03 of the Lease, shall be deemed to apply to the entire Premises
(i.e., the Lower Level Expansion Space as well as to the initial Premises);
provided, however, that Tenant shall not be required to exercise the right of
renewal for the entirety of the Premises and may exercise the renewal right
solely with respect to either the Initial Premises or the Lower Level Expansion
Space. Notwithstanding anything to the contrary contained in Section 2.03 of the
Lease, Tenant shall remain responsible for the separate and direct payment for
the electricity provided to the Lower Level Expansion Space during any renewal
term applicable thereto.

         7. Signage. Landlord, at its expense, will provide Tenant with one (1)
additional listing in the directory located in the lobby of the Building, which
such listing shall set forth Tenant's name and the Lower Level Expansion Space
suite number. Tenant shall install, in accordance with Section 8.01 of the Lease
and at Tenant's sole cost and expense (except to the extent permitted to be paid
from the Lower Level Allowance pursuant to the terms of Paragraph 2 of Exhibit C
attached hereto), one (1) suite entry sign for the Lower Level Expansion Space,
the design, size, style, location, colors, manner of installation and all other
aspects of which such sign shall be subject to Landlord's prior written approval
in its reasonable discretion.

         8. [Intentionally Omitted.]

         9. Parking. Nothing contained in this Amendment (i) shall affect
Tenant's existing parking rights, as more particularly set forth in Section 7.02
of the Lease or (ii) shall prevent Tenant from contracting directly with the
Parking Operator (as defined in the Lease) for any additional parking permits
Tenant desires to purchase from the Parking Operator for the Parking Area (as
defined in the Lease).

         10. Brokers. Landlord and Tenant each warrants to the other that in
connection with this Amendment it has not employed or dealt with any broker,
agent or finder, other than Insignia/ESG, Inc. and West, Lane & Schlager Realty
Advisors, Inc. (collectively, the "Brokers"). Landlord acknowledges that
Landlord shall pay any commission or fee due to the Brokers pursuant to separate
written agreements entered into between Landlord and West, Lane & Schrager.
Tenant shall indemnify and hold Landlord harmless from and against any claim for
brokerage or other commissions asserted by any broker, agent or finder employed
by Tenant or with whom Tenant has dealt, other than the Brokers.

         11. Services and Utilities. Notwithstanding anything to the contrary
contained in Section 6.01 (d) of the Lease, Landlord will not provide
electricity services to the Lower Level Expansion Space. The provisions of
Section 6.01(d) of the Lease shall only apply

                                        6
<PAGE>

to the Initial Premises. Tenant shall arrange with the appropriate utility
company for the provision of electricity service to the Lower Level Expansion
Space from and after the Lower Level Expansion Space Commencement Date. Tenant
shall pay to the appropriate electric utility company all charges for such
electricity to the Lower Level Expansion Space as and when such charges become
due and payable.

         12. Notices. Notwithstanding anything to the contrary contained in the
Lease, the address to which notices shall be delivered to Landlord is as
follows: c/o Starwood Urban Investments, LLC, 132019d Street, N.W., Suite 800,
Washington, D.C. 20036, Attn: Constance Collins Davis, Esq.

         13. Lender Approval. This Amendment is contingent upon the lender that
currently holds the first lien which encumbers the Building approving this
Amendment. Landlord shall endeavor to obtain prompt lender approval of this
Amendment within seven (7) days following Landlord's receipt of an executed
original of this Amendment from Tenant. In the event that such lender does not
approve this Amendment within thirty (30) days following Landlord's receipt of
an executed original of this Amendment, Landlord and Tenant shall each have the
right to terminate this Amendment by delivering written notice thereof to the
other party hereto within five (5) business days following the expiration of the
aforementioned thirty (30) day period.

         14. Ratification. Except as otherwise expressly modified by the terms
of this Amendment, the Lease shall remain unchanged and continue in full force
and effect. All terms, covenants and conditions of the Lease not expressly
modified herein are hereby confirmed and ratified and remain in full force and
effect, and, as further amended hereby, constitute valid and binding obligations
of Tenant enforceable according to the terms thereof.

         15. Authority. Tenant and each of the persons executing this Amendment
on behalf of Tenant hereby covenants and warrants that Tenant is a duly
organized partnership, validly existing and in good standing under the laws of
the State of Delaware, that Tenant has full right and authority to enter into
this Amendment, and that the person signing on behalf of Tenant is authorized to
do so on behalf of Tenant.

         16. Binding Effect. All of the covenants contained in this Amendment,
including, but not limited to, all covenants of the Lease as modified hereby,
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs, legal representatives and permitted successors and
assigns.

         17. Effectiveness. The submission of this Amendment shall not
constitute an ofer, and this Amendment shall not be effective and binding unless
and until fully executed and delivered by each of the parties hereto.

         18. Counterparts. This Amendment maybe, executed in multiple
counterparts, each of which shall be an original, but all of which shall
constitute one and the same Amendment.

         19. Recitals. The foregoing recitals are intended to be a material part
of this Amendment and are incorporated herein by this reference.

         20. Defined Terms. Unless otherwise provided herein, all terms used in
this Amendment that are defined in the Lease shall have the meanings provided in
the Lease.

                                        7
<PAGE>

IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment effective
as of the date first above written.

WITNESS/ATTEST:           LANDLORD:


                          STARWOOD URBAN RETAIL I, LLC, a
                          Delaware limited liability company


                          By: STARWOOD URBAN I, LLC, its
                              Managing Member

                              By: STARWOOD URBAN LLC, its sole member

                                  By: WENNETT/URBAN RETAIL
                                      L.L.C., its operating member

                                      By: /S/ CONSTANCE COLLINS DAVIS [SEAL]
                                             ----------------------------------

                                             Robert S. Wennett or Constance
                                             Collins Davis, Authorized Signatory

WITNESS/ATTEST:           TENANT:


                          INTERACTIVE APPLICATIONS GROUP, INC.,
                          A Delaware corporation

/S/ WITNESS               By:/S/ MILES FAWCETT [SEAL]
---------------           ----------------------------------


                          Name: MILES FAWCETT

                          Title: PRESIDENT

                                        8
<PAGE>

                                    Exhibit A

                                  [Floor Plan]





























<PAGE>

                                    EXHIBIT B

       CERTIFICATE AFFIRMING LOWER LEVEL EXPANSION SPACE COMMENCEMENT DATE

         This Certificate is being provided pursuant to that certain First
Amendment to Lease dated as of January____ 2001 (the "FIRST AMENDMENT"), by and
between STARWOOD URBAN RETAIL I, LLC, a Delaware limited liability company
("LANDLORD"), and INTERACTIVE APPLICATIONS GROUP, INC., a Delaware corporation
("TENANT"). The parties to the First Amendment desire to confirm the following:

         1. The Lower Level Expansion Space Commencement Date is__________,
2001.

         Attached to this Certificate is evidence of payment of premiums for all
insurance required pursuant to the Lease.

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Certificate
under seal on ______________________, 2001.

WITNESS/ATTEST:                     LANDLORD:


                                    STARWOOD URBAN RETAIL I, LLC

                                    By: STARWOOD URBAN I, LLC, its
                                        Managing Member

                                        By: STARWOOD URBAN LLC, its sole member

                                            By: WENNETT/URBAN RETAIL

                                                L.L.C., its operating member

                                                By: ________________[SEAL]

                                                    Robert S. Wennett or
                                                    Constance Collins Davis,
                                                    Authorized Signatory


<PAGE>


WITNESS/ATTEST:                     TENANT:

                                    INTERACTIVE APPICATIONS GROUP, INC



/S/ WITNESS                         By: /S/ MILES FAWCETT
-----------------                       -----------------------

                                        Name: MILES FAWCETT
                                        Title: PRESIDENT























<PAGE>

                                    EXHIBIT C

                                 WORK AGREEMENT

         This Exhibit is attached to and made a part of that certain First
Amendment to Lease (the "AMENDMENT") dated as of January___, 2001, by and
between STARWOOD URBAN RETAIL I, LLC ("LANDLORD") and INTERACTIVE APPLICATIONS
GROUP, INC. ("TENANT"). Terms used but not defined in this Exhibit shall have
the meaning ascribed to them in the Lease, as amended hereby.

         1. Tenant's Authorized Representative. Tenant designates Miles A.
Fawcett ____________________("TENANT'S AUTHORIZED REPRESENTATIVE") as the person
authorized to initial all plans, drawings, change orders and approvals pursuant
to this Exhibit. Landlord shall not be obligated to respond to or act upon any
such item until such item has been initialed by Tenant's Authorized
Representative.

         2. Lower Level Tenant Improvements. Landlord or its designated
contractor shall install in the Lower Level Expansion Space those initial
improvements specified in Schedule C-1 attached hereto (the "LOWER LEVEL TENANT
IMPROVEMENTS"). Landlord shall not be obligated to provide any improvements, and
the Lower Level Expansion Space shall be delivered containing no property of any
kind, other than the Lower Level Tenant Improvements. Tenant shall pay all costs
and expenses (including a fee for Landlord's construction management services in
an amount equal to 5% of the "hard costs" of the work performed by Landlord in
connection with the Lower Level Tenant improvements, and the cost of any
services provided by Landlord's architect or engineer) incurred in connection
with the Lower Level Tenant Improvements to the extent such costs and expenses
exceed an allowance (the "LOWER LEVEL ALLOWANCE") equal to Sixty-Eight Thousand
Five Hundred Fifty-Seven and 50/100ths Dollars ($68,557.50) product of (a)
Twenty-Two and 50/100ths Dollars ($22.50), multiplied by (b) the of square feet
of rentable area in the Lower Level Expansion Space). The Lower Level Allowance
may be applied against all costs incurred in connection with the design,
permitting and construction of the Lower Level Tenant Improvements, any
modification of the HVAC system required as a result of Tenant's design of the
Lower Level Tenant Improvements in the Lower Level Expansion Space (as approved
by Landlord), connections, cabling and wiring for Tenant's telecommunications
equipment and trade fixtures, and the cost of construction of the suite entry
sign for the Lower Level Expansion Space (up to a maximum of One Thousand
Dollars ($1,000) (the "SIGNAGE ALLOWANCE"); provided, however, that the maximum
amount which may be applied toward all soft costs (such as moving expenses,
furniture and trade fixture costs, Tenant's signage, and the costs of the
installation of connections, cabling and wiring for Tenant's telecommunications
equipment), shall not exceed Fifteen Thousand Two Hundred Thirty-Five Dollars
($15,235.00) (the product of (i) Five Dollars ($5.00), multiplied by (ii) the
number of rentable square feet in the Lower Level Expansion Space). Tenant shall
not receive any credit, cash or otherwise, for any unused portion of the Lower
Level Allowance. Tenant

<PAGE>

shall pay one hundred percent (100%) of Landlord's reasonable estimate of those
costs and expenses (if any) which exceed the Lower Level Allowance on or before
the later to occur of (I) the date of Tenant's execution of the Amendment, or
(II) the tenth (10th) day after the date Landlord gives Tenant notice of
Landlord's estimate of such expenses. Tenant shall pay for all such costs and
expenses (minus any estimated payments made as aforesaid) when the Lower Level
Tenant Improvements are substantially complete and Tenant receives a bill
therefor. Tenant shall pay such bill, if any, no later than the earlier of the
Lower Level Expansion Space Commencement Date or ten (10) days after Tenant's
receipt thereof, provided, however, that Tenant shall not be permitted to take
possession of the Lower Level Expansion Space until Landlord has received
Tenant's payment in full of such bill. If such estimated excess expenses paid to
Landlord by Tenant exceed the actual excess expenses attributable to the Lower
Level Tenant Improvements, the amount of such excess shall be credited against
the first installment(s) of rent payable under the Amendment. All amounts
payable pursuant to this Exhibit by Tenant shall be considered additional rent
and are subject to the provisions of the Lease.

3. Schedule.

         (a) If any plans and drawings are prepared by Landlord's architect or
engineer, such plans and drawings will be prepared on Tenant's behalf and Tenant
shall be solely responsible for the compliance of all plans and drawings with
all Requirements (as defined in the Lease). Certain plans and specifications for
the Project (as defined in the Lease) are available for Tenant's inspection at
Landlord's offices. Otherwise, all plans shall be prepared by a licensed
architect and engineer approved by Landlord, shall be in a form sufficient to
secure the approval of government authorities with jurisdiction over the
approval thereof, and shall be otherwise satisfactory to Landlord.

         (b) Tenant shall prepare and submit to Landlord a final space plan and
all specifications, details, finishes (including, paint and carpet selections),
elevations and sections, all as approved by Tenant and Landlord ("TENANT'S SPACE
PLAN") on or before February 15, 2001. Tenant's Space Plan shall indicate
partition layout, door location, special equipment types, floor load
requirements exceeding fifty (50) pounds per square foot live load, telephone
and electrical outlet locations, and the seating capacity of all conference
rooms, if any.

         (c) Tenant shall prepare and submit to Landlord final architectural
working drawings approved by Tenant and Landlord on or before March 16, 2001.
Such architectural working drawings shall include: master legend, construction
plan, reflected ceiling plan, telephone and electrical outlet layout, finish
plan and all architectural details, elevations and specifications necessary to
construct the Lower Level Expansion Space. To the extent necessary, promptly
after submission of the final architectural working drawings, engineering
working drawings, Landlord shall prepare and provide to Tenant an estimation of
the cost of providing the Lower Level Tenant Improvements.

<PAGE>

         (d) The deadlines specified in this Paragraph shall apply whether plans
and drawings are prepared by Landlord's architect or engineer or an architect or
engineer selected by Tenant. All deadlines must be met in order to allow
Landlord sufficient time to review plans and drawings, discuss with Tenant any
changes thereto which Landlord believes to be necessary or desirable, and
complete substantially the Lower Level Expansion Space within the time fame
provided in Paragraph 1 (d) of the Amendment. The parties intend for each such
deadline to be the applicable deadline, even if any such deadline is before the
date the Amendment is executed. Tenant acknowledges that time is of the essence
in proceeding with the design and construction of the Lower Level Expansion
Space and Tenant agrees to review and finally approve each and every submission
from Landlord regarding the Lower Level Expansion Space and to provide Landlord
with all materials or information requested by Landlord within five (5) business
days after Tenant's receipt of any submission or request.

         4. Approval. All plans and drawings (and changes thereto) shall be
subject to Landlord's written approval, which approval may be granted or
withheld in Landlord's sole and absolute discretion. Such approval shall not
constitute either (a) approval of any delay caused by Tenant or a waiver of any
right or remedy that may arise as a result of such delay, or (b) Landlord's
representation that such approved plans, drawings or changes comply with all
applicable laws.

         5. 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
approval of the final space plan, then Landlord shall not be obligated to
perform such change or addition unless Landlord approves in writing the same,
which approval shall not be unreasonably withheld, conditioned or delayed.
Subject to the application of the Lower Level Allowance, all additional expenses
attributable to any change order requested by Tenant and approved by Landlord
shall be payable by Tenant prior to the performance of the work contemplated by
such change order. If Landlord submits an estimate of the additional expenses
attributable to a change order, then Tenant shall pay such estimated additional
expenses prior to the performance of the work contemplated by such change order,
subject to the application of the Lower Level Allowance. If the actual
additional expenses attributable to such change order exceed such estimated
additional expenses, then Tenant shall pay the amount of such excess no later
than the earlier of the Lower Level Expansion Space Commencement Date or ten
(10) days after Tenant's receipt of a bill therefor, subject to the application
of the Lower Level Allowance. If such estimated additional expenses exceed the
actual additional expenses attributable to such change order, then the amount of
such excess shall be credited against the first installment(s) of rent

         6. Substantial Completion.

         (a) Except as provided in Paragraph 6(b) below, the Lower Level
Expansion Space shall be deemed to have been substantially complete when the
work and materials

<PAGE>

to be provided by Landlord pursuant to this Exhibit (except for items of work
and adjustment of equipment and fixtures that can be completed after the Lower
Level Expansion Space is. occupied without causing substantial interference with
Tenant's use of the Lower Level Expansion Space (i.e., the "punch list" items))
have been completed, as reasonably determined by Landlord, and a certificate of
occupancy for the Lower Level Expansion Space has been issued by the District of
Columbia.

         (b) If Landlord shall be delayed in completing the work and materials
to be provided pursuant to this Exhibit as a result of (1) Tenant's failure to
comply with any of the deadlines specified in this Exhibit or with any of the
other requirements of this Exhibit or the Lease, (2) Tenant's request for
modifications to plans or working drawings subsequent to the date such plans or
working drawings are approved by Landlord, (3) Tenant's failure to pay when due
any amount required pursuant to this Exhibit, (4) Tenant's request for long lead
time materials, finishes or installations, or (5) the performance of any work,
or the entry into the Lower Level Expansion Space, by Tenant or any person or
firm employed or retained by Tenant, then for purposes of determining the Lower
Level Expansion Space Commencement Date, the work and materials to be provided
pursuant to this Exhibit shall be deemed to have been substantially complete on
the date that Landlord determines in its reasonable judgment that such work and
materials would have been substantially complete if such delay(s) had not
occurred.

         7. Possession. Tenant's taking of possession of the Lower Level
Expansion Space shall constitute Tenant's acknowledgment that the Lower Level
Expansion Space is in good condition and that all work and materials are
satisfactory, except as to punch list items described in Section 6(a) above.
Tenant and its agents shall have no right to make any alteration in the Lower
Level Expansion Space until Tenant submits such written notice. Landlord will
correct and complete those defects and incomplete items described in such notice
which Landlord confirms, in its reasonable judgment, are in fact defects or
incomplete items. At Landlord's request, Tenant shall accompany Landlord to
prepare the punch list on or before the date Tenant takes possession of the
Lower Level Expansion Space.


<PAGE>

                                   EXHIBIT C

                                   SCHEDULE I

                         LOWER LEVEL TENANT IMPROVEMENTS


I. TENANT FITUP (CAPITAL COSTS)

         A.       Demolition

                  1.       Demolish all unwanted non-bearing interior partition
                           walls pursuant to Tenant's plans.

                  2.       Remove existing wallhung fixtures, paneling or
                           finishes as required to provide surface suitable for
                           new finish.

                  3.       Modify the existing HVAC system if required pursuant
                           to Tenant's plans (as approved by Landlord).

         B. HVAC

                  1.       Place base HVAC in good working order, including new
                           belts, Freon, oil and parts as required (at
                           Landlord's sole cost and expense).

                  2.       Rework the existing HVAC distribution system and add
                           to it based on the Tenant's floor plan (including
                           registers and grills) utilizing the existing HVAC
                           unit.

                  3.       Modify the existing HVAC system if required pursuant
                           to Tenant's plans (as approved by Landlord).

         C.       Plumbing

                  1.       Installation of additional new sprinkler heads per
                           code based on Tenant's plans.

         D.       Electrical

<PAGE>

                  1.       Installation of 20 new 2 x 4 fluorescent lay-in light
                           fixtures with parabolic lens based on 1 per 100
                           square feet +/-.


                  2.       Installation of track or specialty lighting, if any,
                           per Tenant's plans.

                  3.       Installation of the emergency and exit lighting based
                           on Tenant's plans.

                  4.       [Intentionally Omitted.]

                  5.       Installation of 110-volt wall duplex outlets per
                           Tenant's specifc plans and requirements.

         E.       Interior Fit Out

                  1.       Patch and repair existing walls, suitable for new
                           finishes.

                  2.       Installation of new wall paint finishes.

                  3.       Installation of new floor finishes (including all
                           flash patching).

                  4.       Installation of interior partitions to either the
                           deck or the underside of ceiling, including drywall,
                           taped, spackled and ready for finish based on
                           Tenant's plans.

                  5.       Installation of single interior door frame and
                           hardware in new partition walls based on Tenant's
                           plans.

                  6.       Installation of specialty ceiling system, if any,
                           based on Tenant's plans.

                  7.       Replace damaged acoustical ceiling tiles and metal
                           grid.

II. SIGNAGE

                  1.       Installation of new lobby directory sign panel
                           pursuant to Landlord's sole and absolute discretion.
<PAGE>

III. A&E

                  1.       Provide architectural/engineering documents for the
                           Lower Level Tenant Improvements.

                  2.       Provide design development drawings, including all
                           details, sufficient for Landlord to prepare
                           construction documents.

                  3.       Secure required permits, including payments of all
                           fees, as required by applicable jurisdictions and
                           codes for the Lower Level Tenant Improvements
</TEXT>
</DOCUMENT>
