1
EXHIBIT 10.8

ASSIGNMENT OF LEASE
AND
LANDLORD'S CONSENT TO ASSIGNMENT

THIS ASSIGNMENT OF LEASE is made on January 5, 1998, among 1620 K STREET
ASSOCIATES LIMITED PARTNERSHIP, a District of Columbia limited partnership
(hereinafter "Landlord"), ALLIED CAPITAL ADVISERS, INC., a Maryland corporation
(hereinafter "Assignor"), and ALLIED CAPITAL CORPORATION, a Maryland corporation
(hereinafter "Assignee"), who agree as follows:

Recitals. This Assignment of Lease is made with reference to the
following facts and objectives:

a. Landlord and Allied Capital Advisers, Inc., as Tenant,
entered into a written lease dated February 7, 1993 (the "Lease"), in which
Landlord leased to Tenant and Tenant leased from Landlord office space known as
Suite 900, containing approximately 22,773 square feet of office space in the
building known as 1666 K Street, N.W., Washington, D.C. (the "Premises"), for a
term expiring August 31, 1998.

b. Assignor desires to assign all its right, title and
interest in the Lease to the above referenced Assignee; and

c. Landlord consents to the proposed Assignment on the
conditions set forth in this Agreement.

NOW, THEREFORE, the parties agree as follows:

1. Effective Date of Assignment. The Assignment of said Lease
shall be effective as of December 31, 1997 (the "Effective Date").

2. Assignment and Assumption. Assignor assigns and transfers
to Assignee all of its right, title and interest in the Lease, and Assignee
accepts the Assignment and assumes and agrees to perform, from the Effective
Date, as a direct obligation to Landlord, all the provisions of the Lease.

3. Landlord's Consent. Landlord consents to this Assignment,
expressly without waiver of the restriction concerning further assignment, and
Assignee explicitly agrees not to assign, transfer, convey or hypothecate any
interest of Assignee under the Lease without Landlord's express, written, prior
consent, which Landlord, in its sole discretion, may give or withhold. Any
assignment or transfer without Landlord's consent shall be null, void and of no
force or effect.

4. Assignor's Liability. Assignor shall remain liable for the
performance of the provisions of the Lease, as assigned, just as though
Landlord's consent had not been given.

5. Default of Lease; Notice to Assignor.

a) Notice to Assignor. Landlord will send to Assignor any
notice of default that Landlord send to Assignee.

b) Right to Cure. If Assignee is in default of the Lease,
before Landlord will exercise any of the rights available to Landlord by reason
of any default, Assignor shall have the right for a period of five (5) days
after the period expires for curing rent defaults and ten (10) days after the
period for curing non-rent defaults, in which to cure any default of Assignee.
If any default, other than non-payment of rent, cannot reasonably be cured
within the additional ten (10) day period, the commencement of the cure of the
default within the ten (10) day period shall be deemed to cure the default,
provided the cure is diligently pursued to completion.

c) Remedies of Assignor. Assignee expressly agrees to hold
Assignor harmless from any and all claims that may arise from Assignee's breach
of the Lease, as assigned, and in connection therewith, Assignee agrees to
reimburse Assignor all attorneys' fees, costs and expenses in connection
therewith, and Assignee waives all rights of exemption.

ASSIGNMENT OF LEASE
LANDLORD'S CONSENT TO ASSIGNMENT
PAGE TWO

6. Amendment of Lease. If Landlord and Assignee enter into any
agreement that amends the Lease to increase the financial obligation of the
Tenant without Assignor's consent, then any such amendment of the Lease shall be
of no force or effect as to Assignor, who shall nevertheless remain obligated
under the original terms of the Lease.

7. Miscellaneous.

a) Notice. Any notice, demand, request, consent, approval
or communication that either party desires, or is required to give to the other
party or any other person shall be in writing and either served personally or
sent by pre-paid U.S. Certified or Express Mail.

Notices to Assignee shall be given at:

1666 K Street, N.W.
Suite 900
Washington, D.C. 20006

b) Successors. This Assignment shall be binding upon, and
inure to the benefit of the parties and their successors.

8. Security Deposit. The parties hereto expressly acknowledge
and agree that the remainder of the security deposit, if any, currently held by
Landlord pursuant to the terms of the Lease shall be assigned and transferred by
Assignor to the credit of Assignee, and shall continue to be held by Landlord
pursuant to terms of the Lease

9. Fee. Upon execution hereof, Assignor agrees to pay Charles
E. Smith Management, Inc., a fee in the amount of One Thousand and 00/100
Dollars ($1,000.00).

IN WITNESS WHEREOF, Landlord has caused these presents to be signed and
sealed by one or more of its general partners or authorized agents, Assignor has
caused these presents to be signed in its corporate name by its duly authorized
office and its corporate seal to be hereto affixed and duly attested by its
secretary, and Assignee has caused these presents to be signed in its corporate
name by its duly authorized office and its corporate seal to be hereto affixed
and duly attested by its secretary.

WITNESS: LANDLORD: 1620 K STREET ASSOCIATES
LIMITED PARTNERSHIP

/s/ KIMBERLY HOLSTEN BY /s/ BERNIE GEWIRZ (SEAL)
- - - - - - - - - - - - - --------------------------------- ---------------------------------

ATTEST: ASSIGNOR: ALLIED CAPITAL ADVISERS,
INC.

/s/ TRICIA BENZ DANIELS BY /s/ JOAN M. SWEENEY (SEAL)
- - - - - - - - - - - - - --------------------------------- ---------------------------------
Seal Secretary Name:
Title: Managing Director

ATTEST: ASSIGNEE: ALLIED CAPITAL
CORPORATION

/s/ TRICIA BENZ DANIELS BY /s/ JOAN M. SWEENEY (SEAL)
- - - - - - - - - - - - - --------------------------------- ---------------------------------
Seal Secretary Name:
Title: Managing Director