exv10w25



 




Exhibit 10.25





LEASE




between




TMT RESTON I & II, INC.,




as Landlord,




and




GO2MARKET.COM INCORPORATED,




D/B/A NITROSECURITY,




as Tenant




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. USE AND RESTRICTIONS ON USE
	 	 	1	 
	 
	 	 	 	 
	2. TERM
	 	 	2	 
	 
	 	 	 	 
	3. RENT
	 	 	4	 
	 
	 	 	 	 
	4. RENT ADJUSTMENTS
	 	 	5	 
	 
	 	 	 	 
	5. SECURITY DEPOSIT
	 	 	8	 
	 
	 	 	 	 
	6. ALTERATIONS
	 	 	9	 
	 
	 	 	 	 
	7. REPAIR
	 	 	10	 
	 
	 	 	 	 
	8. LIENS
	 	 	10	 
	 
	 	 	 	 
	9. ASSIGNMENT AND SUBLETTING
	 	 	10	 
	 
	 	 	 	 
	10. INDEMNIFICATION
	 	 	13	 
	 
	 	 	 	 
	11. INSURANCE
	 	 	13	 
	 
	 	 	 	 
	12. WAIVER OF SUBROGATION
	 	 	14	 
	 
	 	 	 	 
	13. SERVICES AND UTILITIES
	 	 	14	 
	 
	 	 	 	 
	14. HOLDING OVER
	 	 	16	 
	 
	 	 	 	 
	15. SUBORDINATION
	 	 	16	 
	 
	 	 	 	 
	16. RULES AND REGULATIONS
	 	 	16	 
	 
	 	 	 	 
	17. REENTRY BY LANDLORD
	 	 	17	 
	 
	 	 	 	 
	18. DEFAULT
	 	 	17	 
	 
	 	 	 	 
	19. REMEDIES
	 	 	18	 
	 
	 	 	 	 
	20. TENANT’S BANKRUPTCY OR INSOLVENCY
	 	 	22	 
	 
	 	 	 	 
	21. QUIET ENJOYMENT
	 	 	23	 
	 
	 	 	 	 
	22. CASUALTY
	 	 	23	 
	 
	 	 	 	 
	23. EMINENT DOMAIN
	 	 	25	 
	 
	 	 	 	 





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	 	 	Page	 
	24. SALE BY LANDLORD
	 	 	25	 
	 
	 	 	 	 
	25. ESTOPPEL CERTIFICATES
	 	 	25	 
	 
	 	 	 	 
	26. SURRENDER OF PREMISES
	 	 	26	 
	 
	 	 	 	 
	27. NOTICES
	 	 	27	 
	 
	 	 	 	 
	28. TAXES PAYABLE BY TENANT
	 	 	27	 
	 
	 	 	 	 
	29. RELOCATION OF TENANT
	 	 	27	 
	 
	 	 	 	 
	30. DEFINED TERMS AND HEADINGS
	 	 	28	 
	 
	 	 	 	 
	31. TENANT’S AUTHORITY
	 	 	28	 
	 
	 	 	 	 
	32. FINANCIAL STATEMENTS AND CREDIT REPORTS
	 	 	29	 
	 
	 	 	 	 
	33. COMMISSIONS
	 	 	29	 
	 
	 	 	 	 
	34. TIME AND APPLICABLE LAW
	 	 	29	 
	 
	 	 	 	 
	35. SUCCESSORS AND ASSIGNS
	 	 	29	 
	 
	 	 	 	 
	36. ENTIRE AGREEMENT
	 	 	29	 
	 
	 	 	 	 
	37. EXAMINATION NOT OPTION
	 	 	29	 
	 
	 	 	 	 
	38. RECORDATION
	 	 	30	 
	 
	 	 	 	 
	39. PARKING
	 	 	30	 
	 
	 	 	 	 
	40. LIMITATION OF LANDLORD’S LIABILITY
	 	 	31	 
	 
	 	 	 	 
	EXHIBIT A — FLOOR PLAN DEPICTING THE PREMISES
	 	 	1	 
	 
	 	 	 	 
	EXHIBIT A-1 — SITE PLAN
	 	 	1	 
	 
	 	 	 	 
	EXHIBIT B — INITIAL ALTERATIONS
	 	 	1	 
	 
	 	 	 	 
	EXHIBIT C — COMMENCEMENT DATE MEMORANDUM
	 	 	1	 
	 
	 	 	 	 
	EXHIBIT D — RULES AND REGULATIONS
	 	 	1	 






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LEASE




REFERENCE PAGES




	 	 	 
	BUILDING:

	 	Reston Plaza I

12030 Sunrise Valley Drive 

Reston, VA 20191
	 
	 	 
	LANDLORD:

	 	TMT Reston I & II, Inc., a
Delaware corporation
	 
	 	 
	LANDLORD’S ADDRESS:

	 	c/o RREEF

8280 Greensboro Drive, Suite 550

McLean, Virginia 22102 

Attn: Mark Arena, District Manager
	 
	 	 
	 

	 	with a copy (which shall not constitute notice) to:
	 
	 	 
	 

	 	Covington & Burling 

1201 Pennsylvania Avenue, N.W.

Washington, D.C. 20004-2401 

Attention: Robert J. Gage, Esq.
	 
	 	 
	ADDRESS FOR RENT PAYMENT:

	 	TMT Reston I & II, Inc.

P.O. Box 13517 

Newark, NJ 07188-0517 


	 
	 	 
	LANDLORD’S REGISTERED AGENT FOR SERVICE OF 

PROCESS:

	 	Commonwealth Legal Services
Corporation
 4701 Cox Road, Suite 301 

Glen Allen, VA 23060-6802
	 
	 	 
	LEASE REFERENCE DATE:

	 	December 28, 2004
	 
	 	 
	TENANT:

	 	GO2MARKET.COM INCORPORATED, d/b/a

NitroSecurity, a Minnesota corporation
	 
	 	 
	TENANT’S NOTICE ADDRESS:
	 	 
	 
	 	 
	(a) As of beginning of Term:

	 	(a) Premises
	 
	 	 
	 

	 	with a copy (which shall not constitute notice) to:
	 
	 	 
	 

	 	230 Commerce Way, Suite 325 

Portsmouth, NH 03801 

Attention: Lisa Duquette, Director of
Finance






- iii -









 






	 	 	 
	(b) Prior to beginning of Term (if different):

	 	(b) 230 Commerce Way, Suite 325

Portsmouth, NH 03801

Attention: Lisa Duquette, Director of
Finance
	 
	 	 
	PREMISES IDENTIFICATION:

	 	Suite Number 180 on the first (1st)
floor of the Building (for outline of
Premises see Exhibit A)
	 
	 	 
	PREMISES RENTABLE AREA:

	 	Approximately 2,439 rentable sq. ft.
(for outline of Premises see Exhibit
A)
	 
	 	 
	SCHEDULED COMMENCEMENT DATE:

	 	February 1, 2005
	 
	 	 
	TERM OF LEASE:

	 	Approximately three (3) years, one (1)
month and zero (0) days beginning on
the Commencement Date and ending on
the Termination Date. The period from
the Commencement Date to the last day
of the same month is the “Commencement
Month.”
	 
	 	 
	TERMINATION DATE:

	 	The last day of the thirty-seventh
(37th) full calendar month after (if
the Commencement Month is not a full
calendar month), or from and including
(if the Commencement Month is a full
calendar month), the Commencement
Month.
	 
	 	 
	ANNUAL RENT:

	 	Twenty-Three and 25/100 Dollars
($23.25) per rentable square foot per
annum, subject to an escalation of
three percent (3%) per annum on each
anniversary of the Commencement Date,
commencing with the first (1st)
anniversary of the Commencement Date
	MONTHLY INSTALLMENT OF RENT:
	 	 






	 	 	 	 	 	 	 	 	 
	 	 	Rentable	 	Annual Rent	 	 	 	Monthly
	Lease Year	 	Square Footage	 	Per Square Foot	 	Annual Rent	 	Installment of Rent
	1*
	 	2,439
	 	$23.25
	 	$56,706.75
	 	$4,725.56
	2  
	 	2,439
	 	$23.95
	 	$58,414.05
	 	$4,867.84
	3  
	 	2,439
	 	$24.67
	 	$60,170.13
	 	$5,014.18
	4o 
	 	2,439
	 	$25.41
	 	$61,974.99
	 	$5,164.58








 




			
	*	 	Subject to a credit as set forth in Section 3.1.1.
	 
	o 	 	Pro-rated for a partial 4th Lease Year




- iv -









 










	 	 	 
	RENT ABATEMENT (Article 3):

	 	Subject to the provisions set forth in
Articles 3 and 19 of this Lease, Tenant
shall receive an abatement during the
first (1st) full calendar month of the
Term of this Lease equal to one hundred
percent (100.0%) of such Monthly
Installment of the initial Annual Rent.
	 
	 	 
	BASE YEAR (EXPENSES):

	 	January 1, 2005 to December 31, 2005
	 
	 	 
	BASE YEAR (INSURANCE):

	 	January 1, 2005 to December 31, 2005
	 
	 	 
	BASE YEAR (TAXES):

	 	January 1, 2005 to December 31, 2005
	 
	 	 
	BUILDING SIZE

	 	approximately 77,875 sq. ft.

	 
	 	 
	
TENANT’S PROPORTIONATE SHARE:

	 	3.13%
	 
	 	 
	SECURITY DEPOSIT:

	 	 $30,000, subject to reduction as further
provided in Article Five (5).
	 
	 	 
	ASSIGNMENT/SUBLETTING FEE:

	 	 $1,000.00
	 
	 	 
	AFTER-HOURS HVAC COST:

	 	 $40.00 per hour, subject to change at
any time, from time to time.
	 
	 	 
	REAL ESTATE BROKER DUE 

COMMISSION:

	 	CB Richard Ellis, Inc.
	 
	 	 
	TENANT’S SIC CODE:

	 	 511210
	 
	 	 
	BUILDING BUSINESS HOURS:

	 	Monday - Friday, 8:00 a.m. - 6:00 p.m.
Saturday, 8:00 a.m. - 1:00 p.m.
	 
	 	 
	AMORTIZATION RATE:

	 	 10%





The Reference Pages information is incorporated into and made a part of the Lease. In the event of
any conflict between any Reference Pages information and the Lease, the Lease shall control. This
Lease includes the Exhibits, all of which are made a part of this Lease.




[SIGNATURES CONTAINED ON NEXT PAGE]




- v -









 








	 	 	 	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TMT RESTON I & II, INC.,	 	 
	 

	 	 	 	 	 	     a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	RREEF MANAGEMENT COMPANY,	 	 
	 

	 	 	 	 	 	 	 	     a Delaware corporation	 	 
	 
	By:

	 	/s/ Christa Roeall
 

	 	 
	 	By:
	 	/s/ Mark Arena
 

	 	 
	Title:

	 	Admin. Assistant
	 	 	 	Name:
	 	Mark Arena	 	 
	 

	 	 	 	 	 	Title:
	 	District Manager	 	 
	 

	 	 	 	 	 	Dated:
	 	12/31/04	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	GO2MARKET.COM INCORPORATED, 	 	 
	 	 	 	 	 	 	D/B/A NITROSECURITY,	 	 
	 

	 	 	 	 	 	     a Minnesota corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Heather L. Howe
 

Heather L. Howe
	 	 
	 	By:

Name:
	 	/s/ Terry B. Christensen
 

Terry B. Christensen
	 	 
	Title:

	 	Executive Assistant
	 	 	 	Title:
	 	President and COO	 	 
	 

	 	 	 	 	 	Dated:
	 	12/29/2004	 	 






Corporate Seal





- vi -









 








LEASE




     By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the
Building as set forth and described on the Reference Pages. The Premises are depicted on the floor
plan attached hereto as Exhibit A, and the Building is depicted on the site plan attached
hereto as Exhibit A-1. The Reference Pages, including all terms defined thereon, are
incorporated as part of this Lease.



1. USE AND RESTRICTIONS ON USE.




     1.1. The Premises are to be used solely for general office purposes. Tenant shall not do or
permit anything to be done in or about the Premises which will in any way obstruct or interfere
with the rights of other tenants or occupants of the Building, including, but not limited to, any
exclusive rights of another tenant or occupant of the Building, or injure, annoy, or disturb them,
or allow the Premises to be used for any improper, immoral, unlawful, or objectionable purpose, or
commit any waste. Tenant shall not do, permit or suffer in, on, or about the Premises the sale of
any alcoholic liquor without the written consent of Landlord first obtained. Tenant shall comply
with all governmental laws, ordinances and regulations applicable to the use of the Premises and
its occupancy and shall promptly comply with all governmental orders and directions for the
correction, prevention and abatement of any violations in the Building or appurtenant land, caused
or permitted by, or resulting from the specific use by, Tenant, or in or upon, or in connection
with, the Premises, all at Tenant’s sole expense. Tenant shall not do or permit anything to be
done on or about the Premises or bring or keep anything into the Premises which will in any way
increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss
or damage to the Building or any of its contents by fire or other casualty or against liability for
damage to property or injury to persons in or about the Building or any part thereof.



     1.2. Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors,
employees, licensees or invitees (collectively, the “Tenant Entities”) to at any time handle, use,
manufacture, store or dispose of in or about the Premises or the Building any (collectively
“Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or
materials, toxic wastes or materials, or other similar substances, petroleum products or
derivatives or any substance subject to regulation by or under any federal, state and local laws
and ordinances relating to the protection of the environment or the keeping, use or disposition of
environmentally hazardous materials, substances, or wastes, presently in effect or hereafter
adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of
such laws or ordinances (collectively “Environmental Laws”), nor shall Tenant suffer or permit any
Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws,
in the Premises or the Building and appurtenant land or allow the environment to become
contaminated with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle,
store, use or dispose of products containing small quantities of Hazardous Materials (such as
aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the
extent customary and necessary for the use of the Premises for general office purposes; provided
that Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe
and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building
and appurtenant land or the environment. Tenant shall



 









 







protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in
Article 30) harmless from and against any and all loss, claims, liability or costs (including court
costs and attorney’s fees) incurred by reason of any actual or asserted failure of Tenant to fully
comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or
from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (even though
permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason
of any actual or asserted failure of Tenant to keep, observe, or perform any provision of this
Section 1.2.



2. TERM.




     2.1. The Term of this Lease shall begin on the date (“Commencement Date”) which shall be the
later of the Scheduled Commencement Date as shown on the Reference Pages and the date that Landlord
shall tender possession of the Premises to Tenant, and shall terminate on the date as shown on the
Reference Pages (“Termination Date”), unless sooner terminated by the provisions of this Lease.
Landlord shall tender possession of the Premises with all the work, if any, to be performed by
Landlord pursuant to Exhibit B to this Lease substantially completed. Tenant shall deliver
a punch list of items not completed within ten (10) days after Landlord tenders possession of the
Premises and Landlord agrees to proceed with due diligence to perform its obligations regarding
such items. Tenant shall, at Landlord’s request, execute and deliver a memorandum agreement
provided by Landlord in the form of Exhibit C attached hereto, setting forth the actual
Commencement Date, Termination Date and, if necessary, a revised rent schedule. Should Tenant fail
to do so within thirty (30) days after Landlord’s request, the information set forth in such
memorandum provided by Landlord shall be conclusively presumed to be agreed and correct.
Notwithstanding any provision in this Lease to the contrary, if the Term has not commenced within
one (1) year after the date of this Lease, this Lease shall automatically terminate on the first
(1st) anniversary of the date hereof. The sole purpose of the preceding sentence is to avoid any
possible interpretation that this Lease violates the Rule Against Perpetuities or other rule of law
against restraints on alienation.



     2.2. Tenant agrees that in the event of the inability of Landlord to deliver possession of the
Premises on the Scheduled Commencement Date for any reason, Landlord shall not be liable for any
damage resulting from such inability, but Tenant shall not be liable for any rent until the time
when Landlord can, after notice to Tenant, deliver possession of the Premises to Tenant. No such
failure to give possession on the Scheduled Commencement Date shall affect the other obligations of
Tenant under this Lease, except that if Landlord is unable to deliver possession of the Premises
within sixty (60) days after the Scheduled Commencement Date (other than as a result of strikes,
shortages of materials, holdover tenancies or similar matters beyond the reasonable control of
Landlord and Tenant is notified by Landlord in writing as to such delay), Tenant shall have the
option to terminate this Lease unless said delay is as a result of: (i) Tenant’s request for
changes to the Landlord’s Work (defined in Exhibit B) (or other Tenant change orders); (ii)
Tenant’s acts or omissions which result in Landlord’s inability to obtain timely a certificate of
occupancy for the Premises, if any, provided that Landlord shall have expressly agreed to obtain
same; (iii) based upon Landlord’s Work, the inclusion in Landlord’s Work by either party hereunder
of any materials, finishes, or other items which: (A) require a long lead time for procurement and
installation; or (B) are non-Landlord Building standard materials, finishes, or other items; or
(iv) Tenant’s failure to timely furnish its



- 2 -









 




requirements or agree to any plans and specifications (each of the foregoing, a “Tenant
Delay”). If any delay is the result of a Tenant Delay, the Commencement Date and the payment of
rent under this Lease shall be accelerated by the number of days of such Tenant Delay.




     2.3. Notwithstanding that the Term or Commencement Date may not have yet occurred, if Landlord
shall permit Tenant or any person or entity lawfully acting by or through Tenant to possess or
otherwise use the Premises prior to the Term or Commencement Date, such possession or use shall be
subject to all the provisions of this Lease as if the Term and Commencement Date had otherwise
commenced or occurred; provided, however: (i) Tenant shall not be obligated to pay Annual Rent or
Tenant’s proportionate share of Expenses, Insurance Costs, or Taxes with respect to any period
prior to the actual Term or Commencement Date; and (ii) such early possession and use shall not be
included in determination of the Lease Year, as defined in Section 4.1.1 of this Lease. If Tenant
or such person or entity should enjoy such early possession or use of the Premises, the Term of the
Lease shall be deemed to have so commenced solely for the purpose of causing Tenant’s covenants,
obligations, indemnities, and other agreement under the Lease during the Term to be effective and
binding upon Tenant during such early possession (such as, but not limited to, Tenant’s being
obligated to obtain all insurance required of it under the Lease). Said early possession and use
shall not advance the Termination Date. Subject to the provisions of this Lease, including Section
2.1, prior access to, and use of, the Premises by Tenant or Tenant’s agents or vendors for the
purposes of installing furniture, fixtures, or equipment of Tenant shall not advance the Term or
Commencement Date.



     2.4. Provided that: (i) Tenant is in physical possession and actual occupancy of the Premises
and no Event of Default exists at the time of the exercise of such option or arises subsequent
thereto, and no event exists which by notice and/or the passage of time would constitute an Event
of Default if not cured within the applicable cure period provided under this Lease; and (ii)
Tenant has not sublet or assigned any of its rights, title, and interest in and to this Lease,
Tenant shall have the option to extend this Lease for one (1) consecutive extension term of five
(5) consecutive years, provided Tenant notifies Landlord in writing of its exercise of such option
not sooner than twelve (12) months nor later than nine (9) months prior to the Termination Date.
Annual Rent during such extension term shall be at one hundred percent (100%) of the fair market
rate, including market concessions, as determined by the mutual agreement of Landlord and Tenant,
provided that in no event shall such Annual Rent be less than the then current escalated rate, and
provided that Tenant shall post an increase in its Security Deposit which is commensurate with such
new Annual Rent. Such Annual Rent for the extension term shall escalate at the fair market
escalation rate as determined by the mutual agreement of Landlord and Tenant, provided that in no
event shall such Annual Rent escalate at less than the escalation rate of three percent (3%) per
annum. All other provisions of this Lease shall remain the same during the extension term, except
that Tenant shall have no further extension option and the Base Year shall be the first (1st) full
calendar year of the extension term. Should Landlord and Tenant be unable for any reason to agree
upon a new Annual Rent and/or escalation rate within thirty (30) days after Tenant’s exercise of
this option, then the Annual Rent and/or escalation rate, as applicable, shall be determined by
appraisal by a board of three (3) real estate brokers, one of whom shall be named by Landlord, one
by Tenant, and the two so appointed shall select a third. Such brokers shall be members of the
Greater Washington Association of Commercial Realtors or any successor thereto, licensed in the
Commonwealth of Virginia, and each shall have not less than ten (10) years’ experience in the field
of commercial



- 3 -









 




office leasing in the northern Virginia metropolitan area. Each shall be recognized as being
ethical and reputable within its field. Landlord and Tenant agree to make their appointments
promptly within ten (10) business days after the expiration of the thirty (30) day period, and the
two brokers shall promptly select a third broker within fifteen (15) days thereafter. Each broker
shall, within thirty (30) days after selection of the third broker, submit its determination of the
Annual Rent and/or escalation rate, as applicable and the Annual Rent and/or escalation rate, as
applicable, shall be deemed to be the rent and/or escalation rate, as applicable, determined by the
third broker, unless it is higher than the higher of the two values determined by the first two
brokers, in which event the higher of the first two appraisals shall be the Annual Rent and/or
escalation rate, as applicable, or unless it is lower than the lower of the two values determined
by the first two brokers, in which event the lower of the first two appraisals shall be the Annual
Rent or escalation rate, as applicable. In arriving at its rental rate determinations, each broker
shall consider and analyze all material components of the Lease, and review terms being offered to
prospective office tenants for comparable space in comparable office buildings and locations in the
northern Virginia metropolitan area for leases commencing on or about the time of commencement of
the extension period. In no event shall the Annual Rent so determined be less than the Annual Rent
as of the expiration of the initial Term of the Lease, and in no event shall the escalation rate be
less than three percent (3%) per annum. Landlord and Tenant shall each pay the fee of the broker
selected by it and they shall share equally the payment of the fee of the third broker.




3. RENT.




     3.1. Tenant agrees to pay to Landlord the Annual Rent in effect from time to time by paying
the Monthly Installment of Rent then in effect on or before the first day of each full calendar
month during the Term, except that the first full month’s rent shall be paid upon the execution of
this Lease. The Monthly Installment of Rent in effect at any time shall be one-twelfth (1/12) of
the Annual Rent in effect at such time. Rent for any period during the Term which is less than a
full month shall be a prorated portion of the Monthly Installment of Rent based upon the number of
days in such month. Said rent shall be paid to Landlord, without deduction or offset and without
notice or demand, at the Rent Payment Address, as set forth on the Reference Pages, or to such
other person or at such other place as Landlord may from time to time designate in writing. If a
monetary Event of Default occurs, Landlord may require by notice to Tenant that all subsequent rent
payments be made by an automatic payment from Tenant’s bank account to Landlord’s account, without
cost to Landlord. Tenant must implement such automatic payment system prior to the next scheduled
rent payment or within ten (10) days after Landlord’s notice, whichever is later. Unless specified
in this Lease to the contrary, all amounts and sums payable by Tenant to Landlord pursuant to this
Lease shall be deemed additional rent.



          3.1.1. Notwithstanding the foregoing, provided that there shall not exist any Event of
Default, and no event exists which by notice and/or the passage of time would constitute an Event
of Default if not cured within the applicable cure period provided under this Lease, and subject to
the provisions of Section 19.3 below, the Monthly Installments of Annual Rent due for the first
(1st) full calendar month following the Commencement Date shall be abated. Nothing in this Section
3.1.1, however, shall be interpreted to except or excuse Tenant from any Additional Rent or other
amounts due under this Lease to Landlord.




- 4 -









 








     3.2. Tenant recognizes that late payment of any rent or other sum due under this Lease will
result in administrative expense to Landlord, the extent of which additional expense is extremely
difficult and economically impractical to ascertain. Tenant therefore agrees that if rent or any
other sum is not paid when due and payable pursuant to this Lease, a late charge shall be imposed
in an amount equal to the greater of: (a) Fifty Dollars ($50.00), or (b) six percent (6%) of the
unpaid rent or other payment; provided, however, Landlord agrees to waive and forgive the first
(1st) of any such late charges during the Term, provided that Landlord receives such overdue rent
or other sum within five (5) days after the date due. The amount of the late charge to be paid by
Tenant shall be reassessed and added to Tenant’s obligation for each successive month until paid.
The provisions of this Section 3.2 in no way relieve Tenant of the obligation to pay rent or other
payments on or before the date on which they are due, nor do the terms of this Section 3.2 in any
way affect Landlord’s remedies pursuant to Article 19 of this Lease in the event said rent or other
payment is unpaid after date due.



     3.3. Notwithstanding anything to the contrary contained herein, if the Commencement Month is
not a full calendar month, such Commencement Month shall be deemed for all purposes of this Lease
to be part of the First Lease Year and Tenant shall pay additional Annual Rent for such
Commencement Month calculated on a per diem basis at the Annual Rental Rate for the First Lease
Year.



4. RENT ADJUSTMENTS.




     4.1. For the purpose of this Article 4, the following terms are defined as follows:



          4.1.1. Lease Year: Each consecutive twelve (12) month period falling partly or wholly within
the Term; provided, however, if the Commencement Month is not a full calendar month, then the first
Lease Year shall consist of the Commencement Month and the subsequent twelve (12) consecutive month
period.




          4.1.2. Expenses: All costs of operation, maintenance, repair, replacement and management of
the Building (including the amount of any credits which Landlord may grant to particular tenants of
the Building in lieu of providing any standard services or paying any standard costs described in
this Section 4.1.2 for similar tenants), as determined in accordance with generally accepted
accounting principles, including the following costs by way of illustration, but not limitation:
water and sewer charges; utility costs, including, but not limited to, the cost of heat, light,
power, steam, gas; waste disposal; the cost of janitorial services; the cost of access control and
monitoring services (including any central station signaling system); costs of cleaning, repairing,
replacing and maintaining the common areas, including parking and landscaping, window cleaning
costs; labor costs; costs and expenses of managing the Building including management and/or
administrative fees; air conditioning maintenance costs; elevator maintenance fees and supplies;
material costs; equipment costs including the cost of maintenance, repair and service agreements
and rental and leasing costs; purchase costs of equipment; current rental and leasing costs of
items which would be capital items if purchased; tool costs; licenses, permits and inspection fees;
wages and salaries; employee benefits and payroll taxes; accounting and legal fees; any sales, use
or service taxes incurred in connection therewith. In addition, Landlord shall be entitled to
recover, as additional rent (which, along with any other capital expenditures constituting
Expenses, Landlord may either include in


- 5 -









 







Expenses or cause to be billed to Tenant along with Expenses and Taxes but as a separate
item), Tenant’s Proportionate Share of: (i) an allocable portion of the cost of capital
improvement items which are reasonably calculated to reduce operating expenses; (ii) the cost of
fire sprinklers and suppression systems and other life safety systems; and (iii) other capital
expenses which are required under any governmental laws, regulations or ordinances which were not
applicable to the Building at the time it was constructed; but the costs described in this sentence
shall be amortized over the reasonable life of such expenditures in accordance with such reasonable
life and amortization schedules as shall be determined by Landlord in accordance with generally
accepted accounting principles, with interest on the unamortized amount at one percent (1%) in
excess of the Wall Street Journal prime lending rate announced from time to time. Expenses shall
not include Taxes, Insurance Costs, depreciation or amortization of the Building or equipment in
the Building except as provided herein, loan principal payments, costs of alterations of tenants’
premises, leasing commissions, interest expenses on long-term borrowings or advertising costs. If
any Direct Expenses are shared jointly between or among the Building and another building, such as,
but not limited to, Reston Plaza II, such costs shall be allocated proportionately between or among
such buildings based upon the rentable square footage of each building, or such other equitable
manner as Landlord shall deem appropriate.




          4.1.3. Taxes: Real estate taxes and any other taxes, charges and assessments which are levied
with respect to the Building or the land appurtenant to the Building, or with respect to any
improvements, fixtures and equipment or other property of Landlord, real or personal, located in
the Building and used in connection with the operation of the Building and said land, any payments
to any ground lessor in reimbursement of tax payments made by such lessor; and all fees, expenses
and costs incurred by Landlord in investigating, protesting, contesting or in any way seeking to
reduce or avoid increase in any assessments, levies or the tax rate pertaining to any Taxes to be
paid by Landlord in any calendar year. Taxes shall not include any corporate franchise, or estate,
inheritance or net income tax, or tax imposed upon any transfer by Landlord of its interest in this
Lease or the Building or any taxes to be paid by Tenant pursuant to Article 28. If any Taxes are
shared jointly between or among the Building and another building, such as, but not limited to,
Reston Plaza II, such costs shall be allocated proportionately between or among such buildings
based upon the rentable square footage of each building, or such other equitable manner as Landlord
shall deem appropriate.




          4.1.4. Insurance Costs: Any and all insurance charges of or relating to all insurance
policies and endorsements deemed by Landlord to be reasonably necessary or desirable and relating
in any manner to the protection, preservation, or operation of the Building or any part thereof.
If any Insurance Costs are shared jointly between or among the Building and another building, such
as, but not limited to, Reston Plaza II, such costs shall be allocated proportionately between or
among such buildings based upon the rentable square footage of each building, or such other
equitable manner as Landlord shall deem appropriate.




     4.2. If in any calendar year, (i) Expenses paid or incurred shall exceed Expenses paid or
incurred in the Base Year (Expenses) and/or (ii) Taxes paid or incurred by Landlord shall exceed
the amount of such Taxes which became due and payable in the Base Year (Taxes), and/or (iii)
Insurance Costs paid or incurred by Landlord shall exceed the amount of such Insurance Costs which
became due and payable in the Base Year (Insurance Costs), Tenant shall



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pay as additional rent for such calendar year Tenant’s Proportionate Share of each such excess
amount.



     4.3. The annual determination of Expenses and Insurance Costs shall be made by Landlord and
shall be binding upon Landlord and Tenant, subject to the provisions of this Section 4.3. During
the Term, Tenant may review, at Tenant’s sole cost and expense, the books and records supporting
such determination in an office of Landlord, or Landlord’s agent, during normal business hours,
upon giving Landlord five (5) days advance written notice within sixty (60) days after receipt of
such determination, but in no event more often than once in any one (1) year period, subject to
execution of a confidentiality agreement acceptable to Landlord, and provided that if Tenant
utilizes an independent accountant to perform such review it shall be one of national standing
which is reasonably acceptable to Landlord, is not compensated on a contingency basis and is also
subject to such confidentiality agreement. If Tenant fails to object to Landlord’s determination
of Expenses and Insurance Costs within ninety (90) days after receipt, or if any such objection
fails to state with specificity the reason for the objection, Tenant shall be deemed to have
approved such determination and shall have no further right to object to or contest such
determination. In the event that during all or any portion of any calendar year or Base Year, the
Building is not fully rented and occupied Landlord shall make an appropriate adjustment in
occupancy-related Expenses for such year for the purpose of avoiding distortion of the amount of
such Expenses to be attributed to Tenant by reason of variation in total occupancy of the Building,
by employing consistent and sound accounting and management principles to determine Expenses that
would have been paid or incurred by Landlord had the Building been at least ninety-five percent
(95%) rented and occupied, and the amount so determined shall be deemed to have been Expenses for
such calendar year.



     4.4. Prior to the actual determination thereof for a calendar year, Landlord may from time to
time estimate Tenant’s liability for Expenses, Insurance Costs and/or Taxes under Sections 4.1,
Article 6.3 and Article 28 for the calendar year or portion thereof. Landlord will give Tenant
written notification of the amount of such estimate and Tenant agrees that it will pay, by increase
of its Monthly Installments of Rent due in such calendar year, additional rent in the amount of
such estimate. Any such increased rate of Monthly Installments of Rent pursuant to this Section
4.4 shall remain in effect until further written notification to Tenant pursuant hereto.



     4.5. When the above mentioned actual determination of Tenant’s liability for Expenses,
Insurance Costs and/or Taxes is made for any calendar year and when Tenant is so notified in
writing, then:



          4.5.1. If the total additional rent Tenant actually paid pursuant to Section 4.3 on account of
Expenses, Insurance Costs and/or Taxes for the calendar year is less than Tenant’s liability for
Expenses, Insurance Costs and/or Taxes, then Tenant shall pay such deficiency to Landlord as
additional rent in one lump sum within thirty (30) days of receipt of Landlord’s bill therefor; and




          4.5.2. If the total additional rent Tenant actually paid pursuant to Section 4.3 on account of
Expenses, Insurance Costs and/or Taxes for the calendar year is more than Tenant’s liability for
Expenses, Insurance Costs and/or Taxes, then Landlord shall credit the difference


- 7 -









 






against the then next due payments to be made by Tenant under this Article 4, or, if the Lease
has terminated, refund the difference in cash. Tenant shall not be entitled to a credit by reason
of actual Expenses and/or Taxes and/or Insurance Costs in any calendar year being less than
Expenses and/or Taxes and/or Insurance Costs in the Base Year (Expenses and/or Taxes and/or
Insurance).




     4.6. If the Commencement Date is other than January 1 or if the Termination Date is other than
December 31, Tenant’s liability for Expenses, Insurance Costs and Taxes for the calendar year in
which said Date occurs shall be prorated based upon a three hundred sixty-five (365) day year.
Tenant’s obligation to pay Tenant’s Proportionate Share of any unpaid Expenses, Insurance Costs,
and Taxes which are otherwise due and payable under this Lease shall survive the expiration or
earlier termination of the Term.



5. SECURITY DEPOSIT.




     5.1. Tenant shall deposit the Security Deposit with Landlord upon the execution of this Lease.
Said sum shall be held by Landlord as security for the faithful performance by Tenant of all the
terms, covenants and conditions of this Lease to be kept and performed by Tenant and not as an
advance rental deposit or as a measure of Landlord’s damage in case of a default. If an Event of
Default should exist with respect to any provision of this Lease, Landlord may use any part of the
Security Deposit for the payment of any rent or any other sum in default, or for the payment of any
amount which Landlord may spend or become obligated to spend by reason of Tenant’s default, or to
compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s
default. If any portion is so used, Tenant shall within five (5) days after written demand
therefor, deposit with Landlord an amount sufficient to restore the Security Deposit to its
original amount and Tenant’s failure to do so shall be a material breach of this Lease. Except to
such extent, if any, as shall be required by law, Landlord shall not be required to keep the
Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on
such deposit. If Tenant shall fully and faithfully perform every provision of this Lease to be
performed by it, the Security Deposit or any balance thereof shall be returned to Tenant at such
time after termination of this Lease when Landlord shall have determined that all of Tenant’s
obligations under this Lease have been fulfilled. Notwithstanding the foregoing, at the end of the
twelfth (12th), eighteenth (18th) and twenty-fourth (24th) months of the Term, the Security Deposit
required hereunder shall be reduced by Twelve Thousand and No/100 Dollars ($12,000), Six Thousand
and No/100 Dollars ($6,000) and Six Thousand and No/100 ($6,000), respectively, and Landlord shall
refund the excess, if any, funds from the Security Deposit within sixty (60) days following the end
of the respective month of the Term, provided that at the time of each respective reduction, (i) a
monetary Event of Default by Tenant shall not have occurred hereunder, (ii) no monetary event shall
have occurred which, with the giving of notice and/or passage of time would constitute a monetary
Event of Default if not cured within the applicable cure period provided under this Lease, if any,
and (iii) all rental payments required hereunder have been received by Landlord on or before the
date such payments were due. Notwithstanding anything contained herein to the contrary, in no
event shall the Security Deposit ever decrease below Six Thousand and No/100 Dollars ($6,000) (the
“Security Deposit Floor”).



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6. ALTERATIONS.




     6.1. Except for those, if any, specifically provided for in Exhibit B to this Lease,
Tenant shall not make or suffer to be made any alterations, additions, or improvements, including,
but not limited to, the attachment of any fixtures or equipment in, on, or to the Premises or any
part thereof or the making of any improvements as required by Article 7, without the prior written
consent of Landlord. When applying for such consent, Tenant shall, if requested by Landlord,
furnish complete plans and specifications for such alterations, additions and improvements.
Landlord’s consent shall not be unreasonably withheld with respect to alterations which (i) are not
structural in nature, (ii) are not visible from the exterior of the Building, (iii) do not affect
or require modification of the Building’s electrical, mechanical, plumbing, HVAC or other systems,
(iv) will not interfere with the use and occupancy of any other portion of the Building by any
other tenant or their invitees; (v) do not and will not, whether alone or taken together with other
improvements, require the construction of any other improvements or alterations in other tenant’s
space or the Common Areas; and (vi) in aggregate do not cost more than $3.00 per rentable square
foot of that portion of the Premises affected by the alterations in question.



     6.2. In the event Landlord consents to the making of any such alteration, addition or
improvement by Tenant, the same shall be made by using either Landlord’s contractor or a contractor
reasonably approved by Landlord, in either event at Tenant’s sole cost and expense. If Tenant
shall employ any contractor other than Landlord’s contractor and such other contractor or any
subcontractor of such other contractor shall employ any non-union labor or supplier, Tenant shall
be responsible for and hold Landlord harmless from any and all delays, damages and extra costs
suffered by Landlord as a result of any dispute with any labor unions concerning the wage, hours,
terms or conditions of the employment of any such labor. In any event Landlord may charge Tenant
an administrative fee not to exceed four percent (4%) of the cost of such work to cover its
overhead as it relates to such proposed work, plus third-party costs actually incurred by Landlord
in connection with the proposed work and the design thereof, with all such amounts being due five
(5) days after Landlord’s demand.



     6.3. All alterations, additions or improvements proposed by Tenant shall be constructed in
accordance with all government laws, ordinances, rules and regulations, using Building standard
materials where applicable, and Tenant shall, prior to construction, provide the additional
insurance required under Article 11 in such case, and also all such assurances to Landlord as
Landlord shall reasonably require to assure payment of the costs thereof, including but not limited
to, notices of non-responsibility, waivers of lien, surety company performance bonds and funded
construction escrows and to protect Landlord and the Building and appurtenant land against any loss
from any mechanic’s, materialmen’s or other liens. Tenant shall pay in addition to any sums due
pursuant to Article 4, any increase in real estate taxes attributable to any such alteration,
addition or improvement for so long, during the Term, as such increase is ascertainable; at
Landlord’s election said sums shall be paid in the same way as sums due under Article 4. Landlord
may, as a condition to its consent to any particular alterations or improvements, require Tenant to
deposit with Landlord the amount reasonably estimated by Landlord as sufficient to cover the cost
of removing such alterations or improvements and restoring the Premises if such costs are
reasonably estimated by Landlord to exceed Ten Thousand and 00/100 Dollars ($10,000.00), to the
extent required under Section 26.2.



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7. REPAIR.




     7.1. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint
the Premises, except as specified in Exhibit B if attached to this Lease and except that
Landlord shall repair and maintain the structural portions of the Building, including the basic
plumbing, air conditioning, heating and electrical systems installed or furnished by Landlord. By
taking possession of the Premises, Tenant accepts them as being in good order, condition and repair
and in the condition in which Landlord is obligated to deliver them, except as set forth in the
punch list to be delivered pursuant to Section 2.1. It is hereby understood and agreed that no
representations respecting the condition of the Premises or the Building have been made by Landlord
to Tenant, except as specifically set forth in this Lease.



     7.2. Tenant shall, at all times during the Term, keep the Premises in good condition and
repair excepting damage by fire, or other casualty, and in compliance with all applicable
governmental laws, ordinances and regulations, promptly complying with all governmental orders and
directives for the correction, prevention and abatement of any violations or nuisances in or upon,
or connected with, the Premises, all at Tenant’s sole expense.



     7.3. Landlord shall not be liable for any failure to make any repairs or to perform any
maintenance unless such failure shall persist for an unreasonable time after written notice of the
need of such repairs or maintenance is given to Landlord by Tenant.



     7.4. Except as provided in Article 22, there shall be no abatement of rent and no liability of
Landlord by reason of any injury to or interference with Tenant’s business arising from the making
of any repairs, alterations or improvements in or to any portion of the Building or the Premises or
to fixtures, appurtenances and equipment in the Building. Except to the extent, if any, prohibited
by law, Tenant waives the right to make repairs at Landlord’s expense under any law, statute or
ordinance now or hereafter in effect.



8. LIENS.




     8.1. Tenant shall keep the Premises, the Building and appurtenant land and Tenant’s leasehold
interest in the Premises free from any liens arising out of any services, work or materials
performed, furnished, or contracted for by Tenant, or obligations incurred by Tenant. In the event
that Tenant fails, within ten (10) days following the imposition of any such lien, to either cause
the same to be released of record or provide Landlord with insurance against the same issued by a
major title insurance company or such other protection against the same as Landlord shall accept
(such failure to constitute an Event of Default), Landlord shall have the right to cause the same
to be released by such means as it shall deem proper, including payment of the claim giving rise to
such lien. All such sums paid by Landlord and all expenses incurred by it in connection therewith
shall be payable to it by Tenant within five (5) days Landlord’s demand.



9. ASSIGNMENT AND SUBLETTING.




     9.1. Tenant shall not have the right to assign or pledge this Lease or to sublet the whole or
any part of the Premises whether voluntarily or by operation of law, or permit the use or occupancy
of the Premises by anyone other than Tenant, and shall not make, suffer or permit



- 10 -









 







such assignment, subleasing or occupancy without the prior written consent of Landlord, such
consent not to be unreasonably withheld, and said restrictions shall be binding upon any and all
assignees of the Lease and subtenants of the Premises. In the event Tenant desires to sublet, or
permit such occupancy of, the Premises, or any portion thereof, or assign this Lease, Tenant shall
give written notice thereof to Landlord at least forty five (45) days but no more than one hundred
twenty (120) days prior to the proposed commencement date of such subletting or assignment, which
notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any
sublease or assignment and copies of financial reports and other relevant financial information of
the proposed subtenant or assignee.



     9.2. Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all
times remain directly, primarily and fully responsible and liable for the payment of the rent
specified in this Lease and for compliance with all of its other obligations under the terms,
provisions and covenants of this Lease. Upon the occurrence of an Event of Default, if the
Premises or any part of them are then assigned or sublet, Landlord, in addition to any other
remedies provided in this Lease or provided by law, may, at its option, collect directly from such
assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease
and apply such rent against any sums due to Landlord from Tenant under this Lease, and no such
collection shall be construed to constitute a novation or release of Tenant from the further
performance of Tenant’s obligations under this Lease.



     9.3. In addition to Landlord’s right to approve of any subtenant or assignee, Landlord shall
have the option, in its sole discretion, in the event of any proposed subletting or assignment, to
terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to
recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is
to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written
notice given by Landlord to Tenant within thirty (30) days following Landlord’s receipt of Tenant’s
written notice as required above. However, if Tenant notifies Landlord, within five (5) days after
receipt of Landlord’s termination notice, that Tenant is rescinding its proposed assignment or
sublease, the termination notice shall be void and the Lease shall continue in full force and
effect; provided, however, Tenant’s failure to rescind its proposed assignment or sublease shall be
deemed a waiver of such rescission right by Tenant. If this Lease shall be terminated with respect
to the entire Premises pursuant to this Section, the Term of this Lease shall end on the date
stated in Tenant’s notice as the effective date of the sublease or assignment as if that date had
been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under
this Section only a portion of the Premises, the rent to be paid from time to time during the
unexpired Term shall abate proportionately based on the proportion by which the approximate square
footage of the remaining portion of the Premises shall be less than that of the Premises as of the
date immediately prior to such recapture. Tenant shall, at Tenant’s own cost and expense,
discharge in full any outstanding commission obligation which may be due and owing as a result of
any proposed assignment or subletting, whether or not the Premises are recaptured pursuant to this
Section 9.3 and rented by Landlord to the proposed tenant or any other tenant.



     9.4. In the event that Tenant sells, sublets, assigns or transfers this Lease, Tenant shall
pay to Landlord as additional rent an amount equal to fifty percent (50%) of any Increased Rent (as
defined below), less the Costs Component (as defined below), when and as such Increased Rent is
received by Tenant. As used in this Section, “Increased Rent” shall mean the excess of



- 11 -









 




(i) all rent and other consideration which Tenant is entitled to receive by reason of any
sale, sublease, assignment or other transfer of this Lease, over (ii) the rent otherwise payable by
Tenant under this Lease at such time. For purposes of the foregoing, any consideration received by
Tenant in form other than cash shall be valued at its fair market value as determined by Landlord
in good faith. The “Costs Component” is that amount which, if paid monthly, would fully amortize
on a straight-line basis, over the entire period for which Tenant is to receive Increased Rent, the
reasonable costs incurred by Tenant for leasing commissions and tenant improvements in connection
with such sublease, assignment or other transfer; (excluding therefrom, however, any costs or
expenses attributable to any vacancy factor).




     9.5. Notwithstanding any other provision hereof, it shall be considered reasonable for
Landlord to withhold its consent to any assignment of this Lease or sublease of any portion of the
Premises if at the time of either Tenant’s notice of the proposed assignment or sublease or the
proposed commencement date thereof, there shall exist any uncured default of Tenant or matter which
will become a default of Tenant with passage of time unless cured, or if the proposed assignee or
sublessee is an entity: (a) with which Landlord is already in negotiation; (b) is already an
occupant of the Building unless Landlord is unable to provide the amount of space required by such
occupant; (c) is a governmental agency; (d) is incompatible with the character of occupancy of the
Building; (e) with which the payment for the sublease or assignment is determined in whole or in
part based upon its net income or profits; or (f) would subject the Premises to a use which would:
(i) involve increased personnel or wear upon the Building; (ii) violate any exclusive right granted
to another tenant of the Building; (iii) require any addition to or modification of the Premises or
the Building in order to comply with building code or other governmental requirements; or, (iv)
involve a violation of Section 1.2. Tenant expressly agrees that for the purposes of any statutory
or other requirement of reasonableness on the part of Landlord, Landlord’s refusal to consent to
any assignment or sublease for any of the reasons described in this Section 9.5, shall be
conclusively deemed to be reasonable.



     9.6. Upon any request to assign or sublet, Tenant will pay to Landlord the
Assignment/Subletting Fee plus, on demand, a sum equal to all of Landlord’s costs, including
reasonable attorney’s fees, incurred in investigating and considering any proposed or purported
assignment or pledge of this Lease or sublease of any of the Premises, regardless of whether
Landlord shall consent to, refuse consent, or determine that Landlord’s consent is not required
for, such assignment, pledge or sublease. Any purported sale, assignment, mortgage, transfer of
this Lease or subletting which does not comply with the provisions of this Article 9 shall be void.



     9.7. If Tenant is a corporation, limited liability company, partnership or trust, any transfer
or transfers of or change or changes within any twelve (12) month period in the number of the
outstanding voting shares of the corporation or limited liability company, the general partnership
interests in the partnership or the identity of the persons or entities controlling the activities
of such partnership or trust resulting in the persons or entities owning or controlling a majority
of such shares, partnership interests or activities of such partnership or trust at the beginning
of such period no longer having such ownership or control shall be regarded as equivalent to an
assignment of this Lease to the persons or entities acquiring such ownership or control and shall
be subject to all the provisions of this Article 9 to the same extent and for all intents and
purposes as though such an assignment.



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10. INDEMNIFICATION.




     10.1. None of the Landlord Entities shall be liable and Tenant hereby waives all claims
against them for any damage to any property or any injury to any person in or about the Premises or
the Building by or from any cause whatsoever (including without limiting the foregoing, rain or
water leakage of any character from the roof, windows, walls, basement, pipes, plumbing works or
appliances, the Building not being in good condition or repair, gas, fire, oil, electricity or
theft), except to the extent caused by or arising from the gross negligence or willful misconduct
of Landlord or its agents, employees or contractors. Tenant shall protect, indemnify and hold the
Landlord Entities harmless from and against any and all loss, claims, liability or costs (including
court costs and attorney’s fees) incurred by reason of (a) any damage to any property (including
but not limited to property of any Landlord Entity) or any injury (including but not limited to
death) to any person occurring in, on or about the Premises or the Building to the extent that such
injury or damage shall be caused by or arise from any actual or alleged act, neglect, fault, or
omission by or of Tenant or any Tenant Entity to meet any standards imposed by any duty with
respect to the injury or damage; (b) the conduct or management of any work or thing whatsoever done
by the Tenant in or about the Premises or from transactions of the Tenant concerning the Premises;
(c) Tenant’s failure to comply with any and all governmental laws, ordinances and regulations
applicable to the condition or use of the Premises or its occupancy; or (d) any breach or default
on the part of Tenant in the performance of any covenant or agreement on the part of the Tenant to
be performed pursuant to this Lease. The provisions of this Article shall survive the termination
of this Lease with respect to any claims or liability accruing prior to such termination.



11. INSURANCE.




     11.1. Tenant shall keep in force throughout the Term: (a) a Commercial General Liability
insurance policy or policies to protect the Landlord Entities against any liability to the public
or to any invitee of Tenant or a Landlord Entity incidental to the use of or resulting from any
accident occurring in or upon the Premises with a limit of not less than $1,000,000.00 per
occurrence and not less than $2,000,000.00 in the annual aggregate, or such larger amount as
Landlord may prudently require from time to time, covering bodily injury and property damage
liability and $1,000,000 products/completed operations aggregate; (b) Business Auto Liability
covering owned, non-owned and hired vehicles with a limit of not less than $1,000,000 per accident;
(c) insurance protecting against liability under Worker’s Compensation Laws with limits at least as
required by statute with Employers Liability with limits of $500,000 each accident, $500,000
disease policy limit, $500,000 disease—each employee; (d) All Risk or Special Form coverage
protecting Tenant against loss of or damage to Tenant’s alterations, additions, improvements,
carpeting, floor coverings, panelings, decorations, fixtures, inventory and other business personal
property situated in or about the Premises to the full replacement value of the property so
insured; and, (e) Business Interruption Insurance with limit of liability representing loss of at
least approximately six (6) months of income.



     11.2. The aforesaid policies shall (a) be provided at Tenant’s expense; (b) name the Landlord
Entities as additional insureds (General Liability) and loss payee (Property—Special Form); (c) be
issued by an insurance company with a minimum Best’s rating of “A:VII” during the Term; and (d)
provide that said insurance shall be written on an occurrence basis and shall



- 13 -









 







not be canceled unless thirty (30) days prior written notice (ten days for non-payment of
premium) shall have been given to Landlord; a certificate of Liability insurance on ACORD Form 25
and a certificate of Property insurance on ACORD Form 27 shall be delivered to Landlord by Tenant
upon the Commencement Date and at least thirty (30) days prior to each renewal of said insurance.



     11.3. Whenever Tenant shall undertake any alterations, additions or improvements in, to or
about the Premises (“Work”) the aforesaid insurance protection must extend to and include injuries
to persons and damage to property arising in connection with such Work, without limitation
including liability under any applicable structural work act, and such other insurance as Landlord
shall require; and the policies of or certificates evidencing such insurance must be delivered to
Landlord prior to the commencement of any such Work.



12. WAIVER OF SUBROGATION.




     12.1. So long as their respective insurers so permit, Tenant and Landlord hereby mutually
waive their respective rights of recovery against each other for any property loss insured by fire,
extended coverage, All Risks or other insurance now or hereafter existing for the benefit of the
respective party but only to the extent of the net insurance proceeds payable under such policies.
Each party shall obtain any special endorsements required by their insurer to evidence compliance
with the aforementioned waiver.



13. SERVICES AND UTILITIES.




     13.1. Provided Tenant shall not be in default under this Lease, and subject to the other
provisions of this Lease, Landlord agrees to furnish to the Premises during Building Business Hours
(specified on the Reference Pages) on generally recognized business days (but exclusive in any
event of Sundays and national and local legal holidays), the following services and utilities,
reasonably commensurate with industry standard for commercial office buildings in Reston, Virginia,
of a similar age, size and quality to the Building, subject to the rules and regulations of the
Building prescribed from time to time: (a) water suitable for normal office use of the Premises;
(b) heat and air conditioning required in Landlord’s judgment for the use and occupation of the
Premises during Building Business Hours; (c) cleaning and janitorial service; (d) elevator service
by nonattended automatic elevators, if applicable; and, (e) equipment to bring to the Premises
electricity for lighting, convenience outlets and other normal office use. To the extent that
Tenant is not billed directly by a public utility, Tenant shall pay, within five (5) days of
Landlord’s demand, for all electricity used by Tenant in the Premises. The charge shall be at the
rates charged for such services by the local public utility. Alternatively, Landlord may elect to
include electricity costs in Expenses. In the absence of Landlord’s gross negligence or willful
misconduct, Landlord shall not be liable for, and Tenant shall not be entitled to, any abatement or
reduction of rental by reason of Landlord’s failure to furnish any of the foregoing, unless such
failure shall persist for an unreasonable time after written notice of such failure is given to
Landlord by Tenant and provided further that Landlord shall not be liable when such failure is
caused by accident, breakage, repairs, labor disputes of any character, energy usage restrictions
or by any other cause, similar or dissimilar, beyond the reasonable control of Landlord. Landlord
shall use reasonable efforts to remedy any interruption in the furnishing of services and
utilities.



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     13.2. Should Tenant require any additional work or service, as described above, including
services furnished outside ordinary business hours specified above, Landlord may, on terms to be
agreed, upon reasonable advance notice by Tenant, furnish such additional service and Tenant agrees
to pay Landlord such charges as may be agreed upon, including any tax imposed thereon, but in no
event at a charge less than Landlord’s actual cost plus overhead for such additional service. The
current charge for after-hours HVAC service, which is subject to change at any time, is specified
on the Reference Pages.



     13.3. Wherever heat-generating machines or equipment are used by Tenant in the Premises which
affect the temperature otherwise maintained by the air conditioning system or Tenant allows
occupancy of the Premises by more persons than the heating and air conditioning system is designed
to accommodate, in either event whether with or without Landlord’s approval, Landlord reserves the
right to install supplementary heating and/or air conditioning units in or for the benefit of the
Premises and the cost thereof, including the cost of installation and the cost of operations and
maintenance, shall be paid by Tenant to Landlord within five (5) days of Landlord’s demand.



     13.4. Tenant will not, without the written consent of Landlord, use any apparatus or device in
the Premises, including but not limited to, electronic data processing machines and machines using
current in excess of 2000 watts and/or 20 amps or 120 volts, which will in any way increase the
amount of electricity or water usually furnished or supplied for use of the Premises for normal
office use, nor connect with electric current, except through existing electrical outlets in the
Premises, or water pipes, any apparatus or device for the purposes of using electrical current or
water. If Tenant shall require water or electric current in excess of that usually furnished or
supplied for use of the Premises as normal office use, Tenant shall procure the prior written
consent of Landlord for the use thereof, which Landlord may refuse, and if Landlord does consent,
Landlord may cause a water meter or electric current meter to be installed so as to measure the
amount of such excess water and electric current. The cost of any such meters shall be paid for by
Tenant. Tenant agrees to pay to Landlord within five (5) days of Landlord’s demand, the cost of
all such excess water and electric current consumed (as shown by said meters, if any, or, if none,
as reasonably estimated by Landlord) at the rates charged for such services by the local public
utility or agency, as the case may be, furnishing the same, plus any additional expense incurred in
keeping account of the water and electric current so consumed.



     13.5. Tenant will not, without the written consent of Landlord, contract with a utility
provider to service the Premises with any utility, including, but not limited to,
telecommunications, electricity, water, sewer or gas, which is not previously providing such
service to other tenants in the Building. Subject to Landlord’s reasonable rules and regulations
and the provisions of Articles 6 and 26, Tenant shall be entitled to the use of wiring
(“Communications Wiring”) from the existing telecommunications nexus in the Building to the
Premises, sufficient for normal general office use of the Premises. Provided that such
installation, removal, or other modification of Communications Wiring shall not materially
adversely affect the same, Tenant shall not install any additional Communications Wiring, nor
remove any Communications Wiring, without in each instance obtaining the prior written consent of
Landlord, which consent shall not be unreasonably withheld. Landlord shall in no event be liable
for disruption in any service obtained by Tenant pursuant to this paragraph.



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     13.6. Landlord initially shall provide Tenant with Building standard suite entry signage and
install at Landlord’s expense a directory strip on the Building’s lobby directory. The cost of any
replacement or additional signage shall be at Tenant’s expense if installed at Tenant’s request.



     13.7. Subject to any supervening events of force majeure or other emergencies, Tenant shall
have access to the Building and the Premises twenty-four (24) hours a day, seven (7) days a week,
fifty-two (52) weeks per year. Landlord shall electronically control access to the Building’s
perimeter entrances (excluding garage entrances and garage stairwells) after business hours and on
holidays as Landlord deems appropriate. Landlord’s undertaking of such controlled access shall not
give rise to any liability of Landlord in the event of any loss, injury or damage to Tenant, its
employees, agents, licensees or other invitees, or the property thereof.



14. HOLDING OVER.




     14.1. Tenant shall pay Landlord for each day Tenant retains possession of the Premises or part
of them after termination of this Lease by lapse of time or otherwise at the rate (“Holdover Rate”)
which shall be One Hundred Fifty Percent (150%) of the amount of the Annual Rent for the last
period prior to the date of such termination plus all Rent Adjustments under Article 4, prorated on
a daily basis, and also pay all damages sustained by Landlord by reason of such retention. If
Landlord gives notice to Tenant of Landlord’s election to such effect, such holding over shall
constitute renewal of this Lease for a period from month to month at the Holdover Rate, but if the
Landlord does not so elect, no such renewal shall result notwithstanding acceptance by Landlord of
any sums due hereunder after such termination; and instead, a tenancy at sufferance at the Holdover
Rate shall be deemed to have been created. In any event, no provision of this Article 14 shall be
deemed to waive Landlord’s right of reentry or any other right under this Lease or at law.



15. SUBORDINATION.




     15.1. Without the necessity of any additional document being executed by Tenant for the
purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to
ground or underlying leases and to the lien of any mortgages or deeds of trust now or hereafter
placed on, against or affecting the Building, Landlord’s interest or estate in the Building, or any
ground or underlying lease; provided, however, that if the lessor, mortgagee, trustee, or holder of
any such mortgage or deed of trust elects to have Tenant’s interest in this Lease be superior to
any such instrument, then, by notice to Tenant, this Lease shall be deemed superior, whether this
Lease was executed before or after said instrument. Notwithstanding the foregoing, Tenant
covenants and agrees to execute and deliver within ten (10) days of Landlord’s request such further
instruments evidencing such subordination or superiority of this Lease as may be required by
Landlord.



16. RULES AND REGULATIONS.




     16.1. Tenant shall faithfully observe and comply with all the rules and regulations as set
forth in Exhibit D to this Lease and all reasonable and non-discriminatory modifications of
and additions to them from time to time put into effect by Landlord. Landlord shall not be



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responsible to Tenant for the non-performance by any other tenant or occupant of the Building
of any such rules and regulations.



17. REENTRY BY LANDLORD.




     17.1. Landlord reserves and shall at all times have the right to re-enter the Premises to
supply janitorial service (but only after Business Hours for such janitorial service) and any other
service to be provided by Landlord to Tenant under this Lease and, upon reasonable notice, except
in case of emergency when no notice need be given, to inspect the same, to show said Premises to
prospective purchasers, mortgagees or tenants, and to alter, improve or repair the Premises and any
portion of the Building, without abatement of rent, and may for that purpose erect, use and
maintain scaffolding, pipes, conduits and other necessary structures and open any wall, ceiling or
floor in and through the Building and Premises where reasonably required by the character of the
work to be performed, provided entrance to the Premises shall not be blocked thereby, and further
provided that the business of Tenant shall not be interfered with unreasonably. Landlord shall
have the right at any time to change the arrangement and/or locations of entrances, or passageways,
doors and doorways, and corridors, windows, elevators, stairs, toilets or other public parts of the
Building and to change the name, number or designation by which the Building is commonly known. In
the event that Landlord damages any portion of any wall or wall covering, ceiling, or floor or
floor covering within the Premises, Landlord shall commence to repair or replace the damaged
portion to match the original as nearly as commercially reasonable within fifteen (15) days after
notice of such damage by but shall not be required to repair or replace more than the portion
actually damaged. Tenant hereby waives any claim for damages for any injury or inconvenience to or
interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and
any other loss occasioned by any action of Landlord authorized by this Article 17.



     17.2. For each of the aforesaid purposes, Landlord shall at all times have and retain a key
with which to unlock all of the doors in the Premises, excluding Tenant’s vaults and safes or
special security areas (designated in advance), and Landlord shall have the right to use any and
all means which Landlord may deem proper to open said doors in an emergency to obtain entry to any
portion of the Premises. As to any portion to which access cannot be had by means of a key or keys
in Landlord’s possession, Landlord is authorized to gain access by such means as Landlord shall
elect and the cost of repairing any damage occurring in doing so shall be borne by Tenant and paid
to Landlord within five (5) days of Landlord’s demand.



18. DEFAULT.




     18.1. Except as otherwise provided in Article 20, the following events shall be deemed to be
Events of Default under this Lease:



          18.1.1. Tenant shall fail to pay when due any sum of money becoming due to be paid to Landlord
under this Lease, whether such sum be any installment of the rent reserved by this Lease, any other
amount treated as additional rent under this Lease, or any other payment or reimbursement to
Landlord required by this Lease, whether or not treated as additional rent under this Lease, and
such failure shall continue for a period of five (5) days after written notice that such payment
was not made when due, but if any such notice shall be given, for the twelve




- 17 -









 







(12) month period commencing with the date of such notice, the failure to pay within five (5)
days after due any additional sum of money becoming due to be paid to Landlord under this Lease
during such period shall be an Event of Default, without notice.




          18.1.2. Tenant shall fail to comply with any term, provision or covenant of this Lease which
is not provided for in another Section of this Article and shall not cure such failure within
twenty (20) days (forthwith, if the failure involves a hazardous condition) after written notice of
such failure to Tenant provided, however, that such failure shall not be an event of default if
such failure could not reasonably be cured during such twenty (20) day period, Tenant has commenced
the cure within such twenty (20) day period and thereafter is diligently pursuing such cure to
completion, but the total aggregate cure period shall not exceed ninety (90) days.




          18.1.3. Tenant shall fail to vacate the Premises immediately upon termination of this Lease,
by lapse of time or otherwise, or upon termination of Tenant’s right to possession only.




          18.1.4. Tenant shall become insolvent, admit in writing its inability to pay its debts
generally as they become due, file a petition in bankruptcy or a petition to take advantage of any
insolvency statute, make an assignment for the benefit of creditors, make a transfer in fraud of
creditors, apply for or consent to the appointment of a receiver of itself or of the whole or any
substantial part of its property, or file a petition or answer seeking reorganization or
arrangement under the federal bankruptcy laws, as now in effect or hereafter amended, or any other
applicable law or statute of the United States or any state thereof.




          18.1.5. A court of competent jurisdiction shall enter an order, judgment or decree
adjudicating Tenant bankrupt, or appointing a receiver of Tenant, or of the whole or any
substantial part of its property, without the consent of Tenant, or approving a petition filed
against Tenant seeking reorganization or arrangement of Tenant under the bankruptcy laws of the
United States, as now in effect or hereafter amended, or any state thereof, and such order,
judgment or decree shall not be vacated or set aside or stayed within sixty (60) days from the date
of entry thereof.




19. REMEDIES.




     19.1. Except as otherwise provided in Article 20, upon the occurrence of any of the Events of
Default described or referred to in Article 18, Landlord shall have the option to pursue any one or
more of the following remedies without any notice or demand whatsoever, concurrently or
consecutively and not alternatively:



          19.1.1. Landlord may, at its election, terminate this Lease or terminate Tenant’s right to
possession only, without terminating the Lease.




          19.1.2. Upon any termination of this Lease, whether by lapse of time or otherwise, or upon any
termination of Tenant’s right to possession without termination of the Lease, Tenant shall
surrender possession and vacate the Premises immediately, and deliver possession thereof to
Landlord, and Tenant hereby grants to Landlord full and free license to enter into and upon the
Premises in such event and to repossess Landlord of the Premises as of Landlord’s former estate and
to expel or remove Tenant and any others who may be occupying or be within the Premises



- 18 -









 






and to remove Tenant’s signs and other evidence of tenancy and all other property of Tenant
therefrom without being deemed in any manner guilty of trespass, eviction or forcible entry or
detainer, and without incurring any liability for any damage resulting therefrom, Tenant waiving
any right to claim damages for such re-entry and expulsion, and without relinquishing Landlord’s
right to rent or any other right given to Landlord under this Lease or by operation of law.




          19.1.3. Upon any termination of this Lease, whether by lapse of time or otherwise, Landlord
shall be entitled to recover as damages, all rent, including any amounts treated as additional rent
under this Lease, and other sums due and payable by Tenant on the date of termination, plus as
liquidated damages and not as a penalty, an amount equal to the sum of: (a) an amount equal to the
then present value of the rent reserved in this Lease for the residue of the stated Term of this
Lease including any amounts treated as additional rent under this Lease and all other sums provided
in this Lease to be paid by Tenant, minus the fair rental value of the Premises for such residue;
(b) the value of the time and expense necessary to obtain a replacement tenant or tenants, and the
estimated expenses described in Section 19.1.4 relating to recovery of the Premises, preparation
for reletting and for reletting itself; and (c) the cost of performing any other covenants which
would have otherwise been performed by Tenant.




          19.1.4. Upon any termination of Tenant’s right to possession only without termination of the
Lease:




               19.1.4.1. Neither such termination of Tenant’s right to possession nor Landlord’s taking and
holding possession thereof as provided in Section 19.1.2 shall terminate the Lease or release
Tenant, in whole or in part, from any obligation, including Tenant’s obligation to pay the rent,
including any amounts treated as additional rent, under this Lease for the full Term, and if
Landlord so elects Tenant shall continue to pay to Landlord the entire amount of the rent as and
when it becomes due, including any amounts treated as additional rent under this Lease, for the
remainder of the Term plus any other sums provided in this Lease to be paid by Tenant for the
remainder of the Term.



               19.1.4.2. Landlord shall use commercially reasonable efforts to relet the Premises or portions
thereof to the extent required by applicable law. Landlord and Tenant agree that nevertheless
Landlord shall at most be required to use only the same efforts Landlord then uses to lease
premises in the Building generally and that in any case that Landlord shall not be required to give
any preference or priority to the showing or leasing of the Premises or portions thereof over any
other space that Landlord may be leasing or have available and may place a suitable prospective
tenant in any such other space regardless of when such other space becomes available and that
Landlord shall have the right to relet the Premises for a greater or lesser term than that
remaining under this Lease, the right to relet only a portion of the Premises, or a portion of the
Premises or the entire Premises as a part of a larger area, and the right to change the character
or use of the Premises. In connection with or in preparation for any reletting, Landlord may, but
shall not be required to, make repairs, alterations and additions in or to the Premises and
redecorate the same to the extent Landlord deems necessary or desirable, and Tenant shall pay the
cost thereof, together with Landlord’s expenses of reletting, including, without limitation, any
commission incurred by Landlord, within five (5) days of Landlord’s demand. Landlord shall not be
required to observe any instruction given by Tenant about any reletting or accept any tenant
offered by Tenant unless such offered tenant has a credit-



- 19 -









 







worthiness acceptable to Landlord and leases the entire Premises upon terms and conditions
including a rate of rent (after giving effect to all expenditures by Landlord for tenant
improvements, broker’s commissions and other leasing costs) all no less favorable to Landlord than
as called for in this Lease, nor shall Landlord be required to make or permit any assignment or
sublease for more than the current term or which Landlord would not be required to permit under the
provisions of Article 9.



               19.1.4.3. Until such time as Landlord shall elect to terminate the Lease and shall thereupon
be entitled to recover the amounts specified in such case in Section 19.1.3, Tenant shall pay to
Landlord upon demand the full amount of all rent, including any amounts treated as additional rent
under this Lease and other sums reserved in this Lease for the remaining Term, together with the
costs of repairs, alterations, additions, redecorating and Landlord’s expenses of reletting and the
collection of the rent accruing therefrom (including reasonable attorney’s fees and broker’s
commissions), as the same shall then be due or become due from time to time, less only such
consideration as Landlord may have received from any reletting of the Premises; and Tenant agrees
that Landlord may file suits from time to time to recover any sums falling due under this Article
19 as they become due. Any proceeds of reletting by Landlord in excess of the amount then owed by
Tenant to Landlord from time to time shall be credited against Tenant’s future obligations under
this Lease but shall not otherwise be refunded to Tenant or inure to Tenant’s benefit.



     19.2. Upon the occurrence of an Event of Default, Landlord may (but shall not be obligated to)
cure such default at Tenant’s sole expense. Without limiting the generality of the foregoing,
Landlord may, at Landlord’s option, enter into and upon the Premises if Landlord determines in its
sole discretion that Tenant is not acting within a commercially reasonable time to maintain, repair
or replace anything for which Tenant is responsible under this Lease or to otherwise effect
compliance with its obligations under this Lease and correct the same, without being deemed in any
manner guilty of trespass, eviction or forcible entry and detainer and without incurring any
liability for any damage or interruption of Tenant’s business resulting therefrom and Tenant agrees
to reimburse Landlord within five (5) days of Landlord’s demand as additional rent, for any
expenses which Landlord may incur in thus effecting compliance with Tenant’s obligations under this
Lease, plus interest from the date of expenditure by Landlord at the Wall Street Journal prime
rate.



     19.3. Tenant understands and agrees that in entering into this Lease, Landlord is relying upon
receipt of all the Annual and Monthly Installments of Rent to become due with respect to all the
Premises originally leased hereunder over the full Initial Term of this Lease for amortization,
including interest at the Amortization Rate. For purposes hereof, the “Concession Amount” shall be
defined as the aggregate of all amounts forgone or expended by Landlord as free rent under the
lease, under Exhibit B hereof for construction allowances (excluding therefrom any amounts
expended by Landlord for Landlord’s Work, as defined in Exhibit B), and for
brokers’ commissions payable by reason of this Lease. Accordingly, Tenant agrees that if this
Lease or Tenant’s right to possession of the Premises leased hereunder shall be terminated as of
any date (“Default Termination Date”) prior to the expiration of the full Initial Term hereof by
reason of a default of Tenant, there shall be due and owing to Landlord as of the day prior to the
Default Termination Date, as rent in addition to all other amounts owed by Tenant as of such Date,
the amount (“Unamortized Amount”) of the Concession Amount determined as



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set forth below; provided, however, that in the event that such amounts are recovered by
Landlord pursuant to any other provision of this Article 19, Landlord agrees that it shall not
attempt to recover such amounts pursuant to this Paragraph 19.3. For the purposes hereof, the
Unamortized Amount shall be determined in the same manner as the remaining principal balance of a
mortgage with interest at the Amortization Rate payable in level payments over the same length of
time as from the effectuation of the Concession concerned to the end of the full Initial Term of
this Lease would be determined. The foregoing provisions shall also apply to and upon any
reduction of space in the Premises, as though such reduction were a termination for Tenant’s
default, except that (i) the Unamortized Amount shall be reduced by any amounts paid by Tenant to
Landlord to effectuate such reduction and (ii) the manner of application shall be that the
Unamortized Amount shall first be determined as though for a full termination as of the Effective
Date of the elimination of the portion, but then the amount so determined shall be multiplied by
the fraction of which the numerator is the rentable square footage of the eliminated portion and
the denominator is the rentable square footage of the Premises originally leased hereunder; and the
amount thus obtained shall be the Unamortized Amount.



     19.4. If, on account of any breach or default by Tenant in Tenant’s obligations under the
terms and conditions of this Lease, it shall become necessary or appropriate for Landlord to employ
or consult with an attorney or collection agency concerning or to enforce or defend any of
Landlord’s rights or remedies arising under this Lease or to collect any sums due from Tenant,
Tenant agrees to pay all costs and fees so incurred by Landlord, including, without limitation,
reasonable attorneys’ fees and costs. TENANT EXPRESSLY WAIVES ANY RIGHT TO: (A) TRIAL BY JURY;
AND (B) SERVICE OF ANY NOTICE REQUIRED BY ANY PRESENT OR FUTURE LAW OR ORDINANCE APPLICABLE TO
LANDLORDS OR TENANTS BUT NOT REQUIRED BY THE TERMS OF THIS LEASE.



     19.5. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other
remedies provided in this Lease or any other remedies provided by law (all such remedies being
cumulative), nor shall pursuit of any remedy provided in this Lease constitute a forfeiture or
waiver of any rent due to Landlord under this Lease or of any damages accruing to Landlord by
reason of the violation of any of the terms, provisions and covenants contained in this Lease.



     19.6. No act or thing done by Landlord or its agents during the Term shall be deemed a
termination of this Lease or an acceptance of the surrender of the Premises, and no agreement to
terminate this Lease or accept a surrender of said Premises shall be valid, unless in writing
signed by Landlord. No waiver by Landlord of any violation or breach of any of the terms,
provisions and covenants contained in this Lease shall be deemed or construed to constitute a
waiver of any other violation or breach of any of the terms, provisions and covenants contained in
this Lease. Landlord’s acceptance of the payment of rental or other payments after the occurrence
of an Event of Default shall not be construed as a waiver of such Default, unless Landlord so
notifies Tenant in writing. Forbearance by Landlord in enforcing one or more of the remedies
provided in this Lease upon an Event of Default shall not be deemed or construed to constitute a
waiver of such Default or of Landlord’s right to enforce any such remedies with respect to such
Default or any subsequent Default.



     19.7. To secure the payment of all rentals and other sums of money becoming due from Tenant
under this Lease, Landlord shall have and Tenant grants to Landlord a first lien upon the



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leasehold interest of Tenant under this Lease, which lien may be enforced in equity, and a
continuing security interest upon all goods, wares, equipment, fixtures, furniture, inventory,
accounts, contract rights, chattel paper and other personal property of Tenant situated on the
Premises, and such property shall not be removed therefrom without the consent of Landlord until
all arrearages in rent as well as any and all other sums of money then due to Landlord under this
Lease shall first have been paid and discharged. Upon the occurrence of an Event of Default,
Landlord shall have, in addition to any other remedies provided in this Lease or by law, all rights
and remedies under the Uniform Commercial Code, including without limitation the right to sell the
property described in this Section 19.7 at public or private sale upon five (5) days’ notice to
Tenant. Tenant shall execute all such financing statements and other instruments as shall be
deemed necessary or desirable in Landlord’s discretion to perfect the security interest hereby
created.



     19.8. Any and all property which may be removed from the Premises by Landlord pursuant to the
authority of this Lease or of law, to which Tenant is or may be entitled, may be handled, removed
and/or stored, as the case may be, by or at the direction of Landlord but at the risk, cost and
expense of Tenant, and Landlord shall in no event be responsible for the value, preservation or
safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all expenses incurred in
such removal and all storage charges against such property so long as the same shall be in
Landlord’s possession or under Landlord’s control. Any such property of Tenant not retaken by
Tenant from storage within thirty (30) days after removal from the Premises shall, at Landlord’s
option, be deemed conveyed by Tenant to Landlord under this Lease as by a bill of sale without
further payment or credit by Landlord to Tenant.



     19.9. If more than one (1) Event of Default occurs during the Term or any renewal thereof,
Tenant’s renewal options, expansion options, purchase options and rights of first offer and/or
refusal, if any are provided for in this Lease, shall be null and void.



20. TENANT’S BANKRUPTCY OR INSOLVENCY.




     20.1. If at any time and for so long as Tenant shall be subjected to the provisions of the
United States Bankruptcy Code or other law of the United States or any state thereof for the
protection of debtors as in effect at such time (each a “Debtor’s Law”):



          20.1.1. Tenant, Tenant as debtor-in-possession, and any trustee or receiver of Tenant’s assets
(each a “Tenant’s Representative”) shall have no greater right to assume or assign this Lease or
any interest in this Lease, or to sublease any of the Premises than accorded to Tenant in Article
9, except to the extent Landlord shall be required to permit such assumption, assignment or
sublease by the provisions of such Debtor’s Law. Without limitation of the generality of the
foregoing, any right of any Tenant’s Representative to assume or assign this Lease or to sublease
any of the Premises shall be subject to the conditions that:




               20.1.1.1. Such Debtor’s Law shall provide to Tenant’s Representative a right of assumption of
this Lease which Tenant’s Representative shall have timely exercised and Tenant’s Representative
shall have fully cured any default of Tenant under this Lease.



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               20.1.1.2. Tenant’s Representative or the proposed assignee, as the case shall be, shall have
deposited with Landlord as security for the timely payment of rent an amount equal to the larger
of: (a) three (3) months’ rent and other monetary charges accruing under this Lease; and (b) any
sum specified in Article 4; and shall have provided Landlord with adequate other assurance of the
future performance of the obligations of the Tenant under this Lease. Without limitation, such
assurances shall include, at least, in the case of assumption of this Lease, demonstration to the
satisfaction of the Landlord that Tenant’s Representative has and will continue to have sufficient
unencumbered assets after the payment of all secured obligations and administrative expenses to
assure Landlord that Tenant’s Representative will have sufficient funds to fulfill the obligations
of Tenant under this Lease; and, in the case of assignment, submission of current financial
statements of the proposed assignee, audited by an independent certified public accountant
reasonably acceptable to Landlord and showing a net worth and working capital in amounts determined
by Landlord to be sufficient to assure the future performance by such assignee of all of the
Tenant’s obligations under this Lease.



               20.1.1.3. The assumption or any contemplated assignment of this Lease or subleasing any part
of the Premises, as shall be the case, will not breach any provision in any other lease, mortgage,
financing agreement or other agreement by which Landlord is bound.



               20.1.1.4. Landlord shall have, or would have had absent the Debtor’s Law, no right under
Article 9 to refuse consent to the proposed assignment or sublease by reason of the identity or
nature of the proposed assignee or sublessee or the proposed use of the Premises concerned.



21. QUIET ENJOYMENT.




     21.1. Landlord represents and warrants that it has full right and authority to enter into this
Lease and that Tenant, while paying the rental and performing its other covenants and agreements
contained in this Lease, shall peaceably and quietly have, hold and enjoy the Premises for the Term
without hindrance or molestation from Landlord subject to the terms and provisions of this Lease.
Landlord shall not be liable for any interference or disturbance by other tenants or third persons,
nor shall Tenant be released from any of the obligations of this Lease because of such interference
or disturbance.



22. CASUALTY




     22.1. In the event the Premises or the Building are damaged by fire or other cause and in
Landlord’s reasonable estimation such damage can be materially restored within one hundred eighty
(180) days, Landlord shall forthwith repair the same and this Lease shall remain in full force and
effect, except that Tenant shall be entitled to a proportionate abatement in rent from the date of
such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which
the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of
the Premises from time to time. Within forty-five (45) days from the date of such damage, Landlord
shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within
which material restoration can be made, and Landlord’s determination shall be binding on Tenant.
For purposes of this Lease, the Building or Premises



- 23 -









 







shall be deemed “materially restored” if they are in such condition as would not prevent or
materially interfere with Tenant’s use of the Premises for the purpose for which it was being used
immediately before such damage.



     22.2. If such repairs cannot, in Landlord’s reasonable estimation, be made within one hundred
eighty (180) days, Landlord and Tenant shall each have the option of giving the other, at any time
within ninety (90) days after such damage, notice terminating this Lease as of the date of such
damage. In the event of the giving of such notice, this Lease shall expire and all interest of the
Tenant in the Premises shall terminate as of the date of such damage as if such date had been
originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord
nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such
damage, this Lease continuing in full force and effect, and the rent hereunder shall be
proportionately abated as provided in Section 22.1.



     22.3. Landlord shall not be required to repair or replace any damage or loss by or from fire
or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor
coverings, office fixtures or any other property or improvements installed on the Premises by, or
belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or
damage to the Building or Premises shall be for the sole benefit of the party carrying such
insurance and under its sole control.



     22.4. In the event that Landlord should fail to complete such repairs and material restoration
within sixty (60) days after the date estimated by Landlord therefor as extended by this Section
22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written
notice to Landlord, within fifteen (15) days after the expiration of said period of time, whereupon
the Lease shall end on the date of such notice or such later date fixed in such notice as if the
date of such notice was the date originally fixed in this Lease for the expiration of the Term;
provided, however, that if construction is delayed because of changes, deletions or additions in
construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or
labor shortages, government regulation or control or other causes beyond the reasonable control of
Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time
Landlord is so delayed.



     22.5. Notwithstanding anything to the contrary contained in this Article: (a) Landlord shall
not have any obligation whatsoever to repair, reconstruct, or restore the Premises when the damages
resulting from any casualty covered by the provisions of this Article 22 occur during the last
twelve (12) months of the Term or any extension thereof, but if Landlord determines not to repair
such damages Landlord shall notify Tenant and if such damages shall render any material portion of
the Premises untenantable Tenant shall have the right to terminate this Lease by notice to Landlord
within fifteen (15) days after receipt of Landlord’s notice; and (b) in the event the holder of any
indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that
any insurance proceeds be applied to such indebtedness, then Landlord shall have the right to
terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) days
after such requirement is made by any such holder, whereupon this Lease shall end on the date of
such damage as if the date of such damage were the date originally fixed in this Lease for the
expiration of the Term.



- 24 -









 





     22.6. In the event of any damage or destruction to the Building or Premises by any peril
covered by the provisions of this Article 22, it shall be Tenant’s responsibility to properly
secure the Premises and upon notice from Landlord to remove forthwith, at its sole cost and
expense, such portion of all of the property belonging to Tenant or its licensees from such portion
or all of the Building or Premises as Landlord shall request.



23. EMINENT DOMAIN.




     23.1. If all or any substantial part of the Premises shall be taken or appropriated by any
public or quasi-public authority under the power of eminent domain, or conveyance in lieu of such
appropriation, either party to this Lease shall have the right, at its option, of giving the other,
at any time within thirty (30) days after such taking, notice terminating this Lease, except that
Tenant may only terminate this Lease by reason of taking or appropriation, if such taking or
appropriation shall be so substantial as to materially interfere with Tenant’s use and occupancy of
the Premises. If neither party to this Lease shall so elect to terminate this Lease, the rental
thereafter to be paid shall be adjusted on a fair and equitable basis under the circumstances. In
addition to the rights of Landlord above, if any substantial part of the Building shall be taken or
appropriated by any public or quasi-public authority under the power of eminent domain or
conveyance in lieu thereof, and regardless of whether the Premises or any part thereof are so taken
or appropriated, Landlord shall have the right, at its sole option, to terminate this Lease.
Landlord shall be entitled to any and all income, rent, award, or any interest whatsoever in or
upon any such sum, which may be paid or made in connection with any such public or quasi-public use
or purpose, and Tenant hereby assigns to Landlord any interest it may have in or claim to all or
any part of such sums, other than any separate award which may be made with respect to Tenant’s
trade fixtures and moving expenses; Tenant shall make no claim for the value of any unexpired Term.



24. SALE BY LANDLORD.




     24.1. In event of a sale or conveyance by Landlord of the Building, the same shall operate to
release Landlord from any future liability upon any of the covenants or conditions, expressed or
implied, contained in this Lease in favor of Tenant, and in such event Tenant agrees to look solely
to the responsibility of the successor in interest of Landlord in and to this Lease. Except as set
forth in this Article 24, this Lease shall not be affected by any such sale and Tenant agrees to
attorn to the purchaser or assignee. If any security has been given by Tenant to secure the
faithful performance of any of the covenants of this Lease, Landlord may transfer or deliver said
security, as such, to Landlord’s successor in interest and thereupon Landlord shall be discharged
from any further liability with regard to said security.



25. ESTOPPEL CERTIFICATES.




     25.1. Within ten (10) days following any written request which Landlord may make from time to
time, Tenant shall execute and deliver to Landlord or mortgagee or prospective mortgagee a sworn
statement certifying: (a) the date of commencement of this Lease; (b) the fact that this Lease is
unmodified and in full force and effect (or, if there have been modifications to this Lease, that
this lease is in full force and effect, as modified, and stating the date and nature of such
modifications); (c) the date to which the rent and other sums payable under this Lease



- 25 -









 







have been paid; (d) the fact that there are no current defaults under this Lease by either
Landlord or Tenant except as specified in Tenant’s statement; and (e) such other matters as may be
requested by Landlord. Landlord and Tenant intend that any statement delivered pursuant to this
Article 25 may be relied upon by any mortgagee, beneficiary or purchaser, and Tenant shall be
liable for all loss, cost or expense resulting from the failure of any sale or funding of any loan
caused by any material misstatement contained in such estoppel certificate. Tenant irrevocably
agrees that if Tenant fails to execute and deliver such certificate within such ten (10) day period
Landlord or Landlord’s beneficiary or agent may execute and deliver such certificate on Tenant’s
behalf, and that such certificate shall be fully binding on Tenant.



26. SURRENDER OF PREMISES.




     26.1. Tenant shall arrange to meet Landlord for two (2) joint inspections of the Premises, the
first to occur at least thirty (30) days (but no more than sixty (60) days) before the last day of
the Term, and the second to occur not later than forty-eight (48) hours after Tenant has vacated
the Premises. In the event of Tenant’s failure to arrange such joint inspections and/or
participate in either such inspection, Landlord’s inspection at or after Tenant’s vacating the
Premises shall be conclusively deemed correct for purposes of determining Tenant’s responsibility
for repairs and restoration.



     26.2. All alterations, additions, and improvements in, on, or to the Premises made or
installed by or for Tenant, including carpeting (collectively, “Alterations”), shall be and remain
the property of Tenant during the Term. Upon the expiration or sooner termination of the Term, all
Alterations shall become a part of the realty and shall belong to Landlord without compensation,
and title shall pass to Landlord under this Lease as by a bill of sale. At the end of the Term or
any renewal of the Term or other sooner termination of this Lease, Tenant will peaceably deliver up
to Landlord possession of the Premises, together with all Alterations by whomsoever made, in the
same conditions received or first installed, broom clean and free of all debris, excepting only
ordinary wear and tear and damage by fire or other casualty. Notwithstanding the foregoing, if
Landlord elects by notice given to Tenant at least ten (10) days prior to expiration of the Term,
Tenant shall, at Tenant’s sole cost, remove any Alterations, including carpeting, so designated by
Landlord’s notice, and repair any damage caused by such removal. Tenant must, at Tenant’s sole
cost, remove upon termination of this Lease, any and all of Tenant’s furniture, furnishings,
movable partitions of less than full height from floor to ceiling and other trade fixtures and
personal property (collectively, “Personalty”). Personalty not so removed shall be deemed
abandoned by the Tenant and title to the same shall thereupon pass to Landlord under this Lease as
by a bill of sale, but Tenant shall remain responsible for the cost of removal and disposal of such
Personalty, as well as any damage caused by such removal. In lieu of requiring Tenant to remove
Alterations and Personalty and repair the Premises as aforesaid, Landlord may, by written notice to
Tenant delivered at least thirty (30) days before the Termination Date, require Tenant to pay to
Landlord, as additional rent hereunder, the cost of such removal and repair in an amount reasonably
estimated by Landlord.



     26.3. All obligations of Tenant under this Lease not fully performed as of the expiration or
earlier termination of the Term shall survive the expiration or earlier termination of the Term
Upon the expiration or earlier termination of the Term, Tenant shall pay to Landlord the amount, as
estimated by Landlord, necessary to repair and restore the Premises as provided in this Lease



- 26 -









 







and/or to discharge Tenant’s obligation for unpaid amounts due or to become due to Landlord.
All such amounts shall be used and held by Landlord for payment of such obligations of Tenant, with
Tenant being liable for any additional costs upon demand by Landlord, or with any excess to be
returned to Tenant after all such obligations have been determined and satisfied. Any otherwise
unused Security Deposit shall be credited against the amount payable by Tenant under this Lease.



27. NOTICES.




     27.1. Any notice or document required or permitted to be delivered under this Lease shall be
addressed to the intended recipient, by fully prepaid registered or certified United States Mail
return receipt requested, or by reputable independent contract delivery service furnishing a
written record of attempted or actual delivery, and shall be deemed to be delivered when tendered
for delivery to the addressee at its address set forth on the Reference Pages, or at such other
address as it has then last specified by written notice delivered in accordance with this Article
27, or if to Tenant at either its aforesaid address or its last known registered office or home of
a general partner or individual owner, whether or not actually accepted or received by the
addressee. Any such notice or document may also be personally delivered if a receipt is signed by
and received from, the individual, if any, named in Tenant’s Notice Address. Service of process
upon Landlord shall be served upon Landlord’s Registered Agent for Service of Process, as
designated on the Reference Pages, with a copy (which shall not constitute notice) to Landlord at
Landlord’s Address as set forth on the Reference Pages.



28. TAXES PAYABLE BY TENANT.




     28.1. In addition to rent and other charges to be paid by Tenant under this Lease, Tenant
shall reimburse to Landlord, upon demand, any and all taxes payable by Landlord (other than net
income taxes) whether or not now customary or within the contemplation of the parties to this
Lease: (a) upon, allocable to, or measured by or on the gross or net rent payable under this
Lease, including without limitation any gross income tax or excise tax levied by the State, any
political subdivision thereof, or the Federal Government with respect to the receipt of such rent;
(b) upon or with respect to the possession, leasing, operation, management, maintenance,
alteration, repair, use or occupancy of the Premises or any portion thereof, including any sales,
use or service tax imposed as a result thereof; (c) upon or measured by the Tenant’s gross receipts
or payroll or the value of Tenant’s equipment, furniture, fixtures and other personal property of
Tenant or leasehold improvements, alterations or additions located in the Premises; or (d) upon
this transaction or any document to which Tenant is a party creating or transferring any interest
of Tenant in this Lease or the Premises. In addition to the foregoing, Tenant agrees to pay,
before delinquency, any and all taxes levied or assessed against Tenant and which become payable
during the term hereof upon Tenant’s equipment, furniture, fixtures and other personal property of
Tenant located in the Premises.



29. RELOCATION OF TENANT.




     29.1. Landlord, at its sole expense, on at least ninety (90) days prior written notice, may
require Tenant to move from the Premises to other space of comparable size and decor in order to
permit Landlord to consolidate the space leased to Tenant with other adjoining space leased or



- 27 -









 







to be leased to another tenant. In the event of any such relocation, Landlord will pay all
expenses of preparing and decorating the new premises so that they will be substantially similar to
the Premises from which Tenant is moving, and Landlord will also pay the expense of moving Tenant’s
furniture and equipment to the relocated premises, as well as Tenant’s reasonable expenses for
replacement stationery, business cards, and new address notifications to clients. In such event
this Lease and each and all of the terms and covenants and conditions hereof shall remain in full
force and effect and thereupon be deemed applicable to such new space except that revised Reference
Pages and a revised Exhibit A shall become part of this Lease and shall reflect the
location of the new premises.



30. DEFINED TERMS AND HEADINGS.




     30.1. The Article headings shown in this Lease are for convenience of reference and shall in
no way define, increase, limit or describe the scope or intent of any provision of this Lease. Any
indemnification or insurance of Landlord shall apply to and inure to the benefit of all the
following “Landlord Entities”, being Landlord, Landlord’s investment manager, and the trustees,
boards of directors, officers, general partners, beneficiaries, stockholders, employees and agents
of each of them. Any option granted to Landlord shall also include or be exercisable by Landlord’s
trustee, beneficiary, agents and employees, as the case may be. In any case where this Lease is
signed by more than one person, the obligations under this Lease shall be joint and several. The
terms “Tenant” and “Landlord” or any pronoun used in place thereof shall indicate and include the
masculine or feminine, the singular or plural number, individuals, firms or corporations, and their
and each of their respective successors, executors, administrators and permitted assigns, according
to the context hereof. The term “rentable area” shall mean the rentable area of the Premises or
the Building as calculated by the Landlord on the basis of the plans and specifications of the
Building including a proportionate share of any common areas. Tenant hereby accepts and agrees to
be bound by the figures for the rentable square footage of the Premises and Tenant’s Proportionate
Share shown on the Reference Pages; however, Landlord may adjust either or both figures if there is
manifest error, addition or subtraction to the Building or any business park or complex of which
the Building is a part, remeasurement or other circumstance reasonably justifying adjustment. The
term “Building” refers to the structure in which the Premises are located and the common areas
(parking lots, sidewalks, landscaping, etc.) appurtenant thereto. If the Building is part of a
larger complex of structures, the term “Building” may include the entire complex, where appropriate
(such as shared Expenses, Insurance Costs or Taxes) and subject to Landlord’s reasonable
discretion.



31. TENANT’S AUTHORITY.




     31.1. If Tenant signs as a corporation, partnership, trust or other legal entity each of the
persons executing this Lease on behalf of Tenant represents and warrants that Tenant has been and
is qualified to do business in the state in which the Building is located, that the entity has full
right and authority to enter into this Lease, and that all persons signing on behalf of the entity
were authorized to do so by appropriate actions. Tenant agrees to deliver to Landlord,
simultaneously with the delivery of this Lease, a corporate resolution, proof of due authorization
by partners, opinion of counsel or other appropriate documentation reasonably acceptable to
Landlord evidencing the due authorization of Tenant to enter into this Lease.



- 28 -









 





32. FINANCIAL STATEMENTS AND CREDIT REPORTS.




     32.1. At Landlord’s request made not more than once every twelve (12) calendar months, Tenant
shall deliver to Landlord a copy, certified by an officer of Tenant as being a true and correct
copy, of Tenant’s most recent audited financial statement, or, if unaudited, certified by Tenant’s
chief financial officer as being true, complete and correct in all material respects; provided,
however, if a monetary Event of Default has occurred, thereafter, Tenant shall deliver to Landlord
within five (5) days after Landlord’s request therefor a copy, certified by an officer of Tenant as
being a true and correct copy, of Tenant’s most recent audited financial statement, or, if
unaudited, certified by Tenant’s chief financial officer as being true, complete and correct in all
material respects. Tenant hereby authorizes Landlord to obtain one or more credit reports on
Tenant at any time, and shall execute such further authorizations as Landlord may reasonably
require in order to obtain a credit report.



33. COMMISSIONS.




     33.1. Each of the parties represents and warrants to the other that it has not dealt with any
broker or finder in connection with this Lease, except as described on the Reference Pages. Tenant
hereby agrees to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold
Landlord harmless from and against any claims by a broker or finder relating to Tenant’s breach or
alleged breach of Tenant’s foregoing representation or warranty.



34. TIME AND APPLICABLE LAW.




     34.1. Time is of the essence of this Lease and all of its provisions. This Lease shall in all
respects be governed by the laws of the state in which the Building is located.



35. SUCCESSORS AND ASSIGNS.




     35.1. Subject to the provisions of Article 9, the terms, covenants and conditions contained in
this Lease shall be binding upon and inure to the benefit of the heirs, successors, executors,
administrators and assigns of the parties to this Lease.



36. ENTIRE AGREEMENT.




     36.1. This Lease, together with its exhibits, contains all agreements of the parties to this
Lease and supersedes any previous negotiations. There have been no representations made by the
Landlord or any of its representatives or understandings made between the parties other than those
set forth in this Lease and its exhibits. This Lease may not be modified except by a written
instrument duly executed by the parties to this Lease.



37. EXAMINATION NOT OPTION.




     37.1. Submission of this Lease shall not be deemed to be a reservation of the Premises.
Landlord shall not be bound by this Lease until it has received a copy of this Lease duly executed
by Tenant and has delivered to Tenant a copy of this Lease duly executed by Landlord, and until
such delivery Landlord reserves the right to exhibit and lease the Premises to other prospective
tenants. Notwithstanding anything contained in this Lease to the contrary, Landlord may



- 29 -









 







withhold delivery of possession of the Premises from Tenant until such time as Tenant has paid
to Landlord any security deposit required by Article 4, the first month’s rent as set forth in
Article 3 and any sum owed pursuant to this Lease and provided to Landlord such other items
required under this Lease, including, but not limited to evidence of adequate insurance and
evidence of authority of Tenant to enter into this transaction.



38. RECORDATION.




     38.1. Tenant shall not record or register this Lease or a short form memorandum hereof without
the prior written consent of Landlord, and then shall pay all charges and taxes incident such
recording or registration.



39. PARKING.




     39.1. Tenant shall have the privilege to use up to four (4.0) unreserved surface parking
spaces per one thousand (1,000) rentable square feet of the Premises at no additional cost on a
non-exclusive basis which shall be used in common with other tenants, invitees and visitors to the
Building. The foregoing shall not be deemed to provide Tenant with an exclusive right to any
parking spaces or any guaranty of the availability of any particular parking spaces or any specific
number of parking spaces. During the Term of this Lease, provided that Tenant timely pays its rent
therefor, Tenant shall have the privilege to use up to 1.4 unreserved, covered parking spaces per
one thousand (1,000) rentable square feet of the Premises (collectively, the “Covered Parking
Spaces” and individually the “Covered Parking Space”) in the parking garage in the
Building at the prevailing market rate for such Covered Parking Spaces in substitution for each
unreserved surface parking space available to Tenant pursuant to the first sentence of this Section
39.1, provided that Tenant notifies Landlord of the desire for such Covered Parking Spaces at least
ten (10) days prior to the Commencement Date. Such rent shall constitute Additional Rent under
this Lease. In the event Tenant fails to provide the requisite notice within the aforesaid ten
(10) day period, or subsequently relinquishes in any manner any Covered Parking Space, Landlord
shall be under no obligation to provide any such relinquished Covered Parking Space. The current
rate for a Covered Parking Space is twenty dollars and zero cents ($20.00) per space per month,
subject to change at any time and from time to time (“Monthly Parking Rate”).



     39.2. As used in this Article 39, “Landlord” shall be deemed to include an independent parking
facility operator contracted by Landlord to operate the Building’s parking facility, if any.
Tenant acknowledges that Landlord may at some time establish a standard license agreement (the
“Parking License Agreement”) with respect to the use of parking spaces. Tenant, upon request of
Landlord, shall enter into such Parking License Agreements with Landlord provided that such
agreement does not materially alter the rights of Tenant hereunder with respect to the parking
spaces. No deductions or allowances shall be made for days when Tenant or any of its employees
does not utilize the parking facilities or for Tenant utilizing less than all of the parking
spaces. Tenant shall not assign or sublease any of the parking spaces without the consent of
Landlord. Furthermore, Tenant agrees that it and its employees shall observe reasonable safety
precautions in the use of the Building’s parking facility, and shall at all times abide by all
rules and regulations promulgated by Landlord governing the use of the Building’s parking facility.
It is understood and agreed that Landlord does not assume any responsibility



- 30 -










 







for, and Tenant hereby expressly releases and discharges Landlord and Landlord Entity from any
liability, and hereby waives any claim against Landlord and Landlord Entity, for any damage or loss
to any automobiles parked in the parking facility or to any personal property located therein, or
for any injury sustained by any person in or about the parking facility. Landlord shall have the
right to temporarily close the Building parking facility or certain areas therein in order to
perform necessary repairs, maintenance and improvements to the Building parking facility or the
Building; provided, however, that (except in the case of emergency) Landlord shall provide
reasonable advance notice of such closure to Tenant. Tenant shall not store any automobiles in the
Building parking facility without the prior written consent of Landlord. Except for emergency
repairs, Tenant shall not perform any work on any automobiles while located in the Building parking
facility.



40. LIMITATION OF LANDLORD’S LIABILITY.




     40.1. Redress for any claim against Landlord under this Lease shall be limited to and
enforceable only against and to the extent of Landlord’s interest in the Building. The obligations
of Landlord under this Lease are not intended to be and shall not be personally binding on, nor
shall any resort be had to the private properties of, any of its or its investment manager’s
trustees, directors, officers, partners, beneficiaries, members, stockholders, employees, or
agents, and in no case shall Landlord be liable to Tenant hereunder for any lost profits, damage to
business, or any form of special, indirect or consequential damages.



[SIGNATURES CONTAINED ON NEXT PAGE]




- 31 -









 








	 	 	 	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TMT RESTON I & II, INC.,	 	 
	 

	 	 	 	 	 	     a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	RREEF MANAGEMENT COMPANY,	 	 
	 

	 	 	 	 	 	 	 	     a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Title:

	 	
 

	 	 
	 	By:

Name:
	 	/s/ Mark Arena
 

Mark Arena
	 	 
	 

	 	 	 	 	 	Title:
	 	District Manager	 	 
	 

	 	 	 	 	 	Dated:
	 	12/31/04	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	GO2MARKET.COM INCORPORATED,	 	 
	 

	 	 	 	 	 	D/B/A
	 	NITROSECURITY,	 	 
	 

	 	 	 	 	 	     a Minnesota corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Heather L. Howe
 

Heather L. Howe
	 	 
	 	By:

Name:
	 	/s/ Terry B. Christensen
 

Terry B. Christensen
	 	 
	Title:

	 	Executive Assistant
	 	 	 	Title:
	 	President and COO	 	 
	 

	 	 	 	 	 	Dated:
	 	12/29/2004	 	 






Corporate Seal





- 32 -









 








EXHIBIT A — FLOOR PLAN DEPICTING THE PREMISES




attached to and made a part of Lease bearing the

Lease Reference Date of 12/28/2004 between

TMT Reston I & II, Inc., as Landlord and

GO2MARKET.COM INCORPORATED, d/b/a NitroSecurity, as Tenant



Exhibits A and A-1 are intended only to show the general layout of the Premises as of the beginning
of the Term of this Lease. They do not in any way supersede any of Landlord’s rights set forth in
Article 17 with respect to arrangements and/or locations of public parts of the Building and
changes in such arrangements and/or locations. It is not to be scaled; any measurements or
distances shown should be taken as approximate.









A-1









 








EXHIBIT A-1 — SITE PLAN




attached to and made a part of Lease bearing the

Lease Reference Date of 12/28/2004 between

TMT Reston I & II, Inc., as Landlord and

GO2MARKET.COM INCORPORATED, d/b/a NitroSecurity, as Tenant










A-1-1









 








EXHIBIT B — INITIAL ALTERATIONS




attached to and made a part of Lease bearing the

Lease Reference Date of 12/28/2004 between

TMT Reston I & II, Inc., as Landlord and

G02MARKET.COM INCORPORATED, d/b/a NitroSecurity, as Tenant



Provided that there shall not exist any Event of Default, and no event exists which by notice
and/or the passage of time would constitute an Event of Default if not cured within the applicable
cure period provided under this Lease, Landlord shall use commercially reasonable efforts, prior to
the Commencement Date, to re-carpet and re-paint those portions of the Premises carpeted and
painted as of the Lease Reference Date (collectively, the “Landlord’s Work”). Landlord’s Work
shall be performed at Landlord’s sole cost and expense. Landlord’s failure to complete Landlord’s
Work by such date shall not entitle Tenant to any abatement of rent, constitute an eviction of
Tenant, constructive or otherwise, or impose upon Landlord any liability whatsoever, including but
not limited to, liability for consequential damages or loss of business by Tenant. In carrying out
Landlord’s Work, Landlord shall not be required to perform such work outside of its contractors’
normal work day hours.




B-1









 








EXHIBIT C — COMMENCEMENT DATE MEMORANDUM




attached to and made a part of Lease bearing the

Lease Reference Date of 12/28/2004 between

TMT Reston I & II, Inc., as Landlord and

GO2MARKET.COM INCORPORATED, d/b/a NitroSecurity, as Tenant




COMMENCEMENT DATE MEMORANDUM




     THIS MEMORANDUM, made as of                     , 20___, by and between TMT Reston I & II, Inc., a
Delaware corporation, (“Landlord”) and GO2MARKET.COM INCORPORATED, d/b/a NitroSecurity, a Minnesota
corporation (“Tenant”).



Recitals:





	 	A.	 	Landlord and Tenant are parties to that certain Lease, dated for reference
                    ,
20___ (the “Lease”) for certain premises (the “Premises”) consisting of
approximately ___square feet at the building commonly known as Reston Plaza I
located at 12030 Sunrise Valley Drive, Reston, VA 20191.
	 
	 	B.	 	Tenant is in possession of the Premises and the Term of the Lease has
commenced.
	 
	 	C.	 	Landlord and Tenant desire to enter into this Memorandum confirming the
Commencement Date, the Termination Date and other matters under the Lease.





     NOW, THEREFORE, Landlord and Tenant agree as follows:



     1. The actual Commencement Date is                     .



     2. The actual Termination Date is                     .



     3. The schedule of the Annual Rent and the Monthly Installment of Rent set forth on the
Reference Pages is deleted in its entirety, and the following is substituted therefor:



[insert rent schedule]




     4. Capitalized terms not defined herein shall have the same meaning as set forth in the Lease.



C-1









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date and year first above written.



	 	 	 	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TMT RESTON I & II, INC.,	 	 
	 

	 	 	 	 	 	     a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	RREEF MANAGEMENT COMPANY,	 	 
	 

	 	 	 	 	 	 	 	     a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Title:

	 	/s/ Christa Roeall
 

Admin. Assistant
	 	 
	 	By:

Name:
	 	/s/ Mark Arena
 

Mark Arena
	 	 
	 

	 	 	 	 	 	Title:
	 	District Manager	 	 
	 

	 	 	 	 	 	Dated:
	 	12/31/04	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	GO2MARKET.COM INCORPORATED,	 	 
	 	 	 	 	 	 	D/B/A NITROSECURITY,	 	 
	 

	 	 	 	 	 	     a Minnesota corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Heather L. Howe
 

Heather L. Howe
	 	 
	 	By:

Name:
	 	/s/ Terry B. Christensen
 

Terry B. Christensen
	 	 
	Title:

	 	Executive Assistant
	 	 	 	Title:
	 	President and COO	 	 
	 

	 	 	 	 	 	Dated:
	 	12/29/2004	 	 






Corporate Seal





C-2









 








EXHIBIT D — RULES AND REGULATIONS




attached to and made a part of Lease bearing the

Lease Reference Date of 12/28/2004 between

TMT Reston I & II, Inc., as Landlord and

G02MARKET.COM INCORPORATED, d/b/a NitroSecurity, as Tenant



1. No sign, placard, picture, advertisement, name or notice shall be installed or displayed on any
part of the outside or inside of the Building without the prior written consent of the Landlord.
Landlord shall have the right to remove, at Tenant’s expense and without notice, any sign installed
or displayed in violation of this rule. All approved signs or lettering on doors and walls shall
be printed, painted, affixed or inscribed at Tenant’s expense by a vendor designated or approved by
Landlord. In addition, Landlord reserves the right to change at its sole cost and expense from
time to time the format of the signs or lettering and to require previously approved signs or
lettering to be appropriately altered.



2. If Landlord objects in writing to any curtains, blinds, shades or screens attached to or hung in
or used in connection with any window or door of the Premises, Tenant shall immediately discontinue
such use. No awning shall be permitted on any part of the Premises. Tenant shall not place
anything or allow anything to be placed against or near any glass partitions or doors or windows
which may appear unsightly, in the opinion of Landlord, from outside the Premises.



3. Tenant shall not obstruct any sidewalks, halls, passages, exits, entrances, elevators, or
stairways of the Building. No tenant and no employee or invitee of any tenant shall go upon the
roof of the Building.



4. Any directory of the Building, if provided, will be exclusively for the display of the name and
location of tenants only and Landlord reserves the right to exclude any other names. Landlord
reserves the right to charge for Tenant’s directory listing in excess of the standard directory
listing provided as of the Commencement Date.



5. All cleaning and janitorial services for the Building and the Premises shall be provided
exclusively through Landlord. Tenant shall not cause any unnecessary labor by carelessness or
indifference to the good order and cleanliness of the Premises. Landlord shall not in any way be
responsible to any Tenant for any loss of property on the Premises, however occurring, or for any
damage to any Tenant’s property by the janitor or any other employee or any other person.



6. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any
purpose other than that for which they were constructed. No foreign substance of any kind
whatsoever shall be thrown into any of them, and the expense of any breakage, stoppage or damage
resulting from the violation of this rule shall be borne by the Tenant who, or whose employees or
invitees, shall have caused it.



7. Tenant shall store all its trash and garbage within its Premises. Tenant shall not place in any
trash box or receptacle any material which cannot be disposed of in the ordinary and customary
manner of trash and garbage disposal. All garbage and refuse disposal shall be made




D-1









 





in accordance with directions issued from time to time by Landlord. Tenant will comply with any
and all recycling procedures designated by Landlord.



8. Landlord will furnish Tenant two (2) keys free of charge to each door in the Premises that has a
passage way lock. Landlord may charge Tenant a reasonable amount for any additional keys, and
Tenant shall not make or have made additional keys on its own. Tenant shall not alter any lock or
install a new or additional lock or bolt on any door of its Premises. Tenant, upon the termination
of its tenancy, shall deliver to Landlord the keys of all doors which have been furnished to
Tenant, and in the event of loss of any keys so furnished, shall pay Landlord therefor.



9. If Tenant requires telephone, data, burglar alarm or similar service, the cost of purchasing,
installing and maintaining such service shall be borne solely by Tenant. No boring or cutting for
wires will be allowed without the prior written consent of Landlord.



10. No equipment, materials, furniture, packages, bulk supplies, merchandise or other property will
be received in the Building or carried in the elevators except between such hours and in such
elevators as may be designated by Landlord. The persons employed to move such equipment or
materials in or out of the Building must be acceptable to Landlord.



11. Tenant shall not place a load upon any floor which exceeds the load per square foot which such
floor was designed to carry and which is allowed by law. Heavy objects shall stand on such
platforms as determined by Landlord to be necessary to properly distribute the weight. Business
machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be
transmitted to the structure of the Building or to any space in the Building to such a degree as to
be objectionable to Landlord or to any tenants shall be placed and maintained by Tenant, at
Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate the noise or
vibration. Landlord will not be responsible for loss of or damage to any such equipment or other
property from any cause, and all damage done to the Building by maintaining or moving such
equipment or other property shall be repaired at the expense of Tenant.



12. Landlord shall in all cases retain the right to control and prevent access to the Building of
all persons whose presence in the judgment of Landlord would be prejudicial to the safety,
character, reputation or interests of the Building and its tenants, provided that nothing contained
in this rule shall be construed to prevent such access to persons with whom any tenant normally
deals in the ordinary course of its business, unless such persons are engaged in illegal
activities. Landlord reserves the right to exclude from the Building between the hours of 6 p.m.
and 7 a.m. the following day, or such other hours as may be established from time to time by
Landlord, and on Sundays and legal holidays, any person unless that person is known to the person
or employee in charge of the Building and has a pass or is properly identified. Tenant shall be
responsible for all persons for whom it requests passes and shall be liable to Landlord for all
acts of such persons. Landlord shall not be liable for damages for any error with regard to the
admission to or exclusion from the Building of any person.



13. Tenant shall not use any method of heating or air conditioning other than that supplied or
approved in writing by Landlord.




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14. Tenant shall not waste electricity, water or air conditioning. Tenant shall keep corridor
doors closed. Tenant shall close and lock the doors of its Premises and entirely shut off all
water faucets or other water apparatus and electricity, gas or air outlets before Tenant and its
employees leave the Premises. Tenant shall be responsible for any damage or injuries sustained by
other tenants or occupants of the Building or by Landlord for noncompliance with this rule.



15. Tenant shall not install any radio or television antenna, satellite dish, loudspeaker or other
device on the roof or exterior walls of the Building without Landlord’s prior written consent,
which consent may be withheld in Landlord’s sole discretion, and which consent may in any event be
conditioned upon Tenant’s execution of Landlord’s standard form of license agreement. Tenant shall
be responsible for any interference caused by such installation.



16. Tenant shall not mark, drive nails, screw or drill into the partitions, woodwork, plaster, or
drywall (except for pictures, tackboards and similar office uses) or in any way deface the
Premises. Tenant shall not cut or bore holes for wires. Tenant shall not affix any floor covering
to the floor of the Premises in any manner except as approved by Landlord. Tenant shall repair any
damage resulting from noncompliance with this rule.



17. Tenant shall not install, maintain or operate upon the Premises any vending machine without
Landlord’s prior written consent, except that Tenant may install food and drink vending machines
solely for the convenience of its employees.



18. No cooking shall be done or permitted by any tenant on the Premises, except that Underwriters’
Laboratory approved microwave ovens or equipment for brewing coffee, tea, hot chocolate and similar
beverages shall be permitted provided that such equipment and use is in accordance with all
applicable federal, state and city laws, codes, ordinances, rules and regulations.



19. Tenant shall not use in any space or in the public halls of the Building any hand trucks except
those equipped with the rubber tires and side guards or such other material-handling equipment as
Landlord may approve. Tenant shall not bring any other vehicles of any kind into the Building.



20. Tenant shall not permit any motor vehicles to be washed or mechanical work or maintenance of
motor vehicles to be performed in any parking lot.



21. Tenant shall not use the name of the Building or any photograph or likeness of the Building in
connection with or in promoting or advertising Tenant’s business, except that Tenant may include
the Building name in Tenant’s address. Landlord shall have the right, exercisable without notice
and without liability to any tenant, to change the name and address of the Building.



22. Tenant requests for services must be submitted to the Building office by an authorized
individual. Employees of Landlord shall not perform any work or do anything outside of their
regular duties unless under special instruction from Landlord, and no employee of Landlord will
admit any person (Tenant or otherwise) to any office without specific instructions from Landlord.




D-3









 







23. Tenant shall not permit smoking or carrying of lighted cigarettes or cigars other than in areas
designated by Landlord as smoking areas.



24. Canvassing, soliciting, distribution of handbills or any other written material in the Building
is prohibited and each tenant shall cooperate to prevent the same. No tenant shall solicit
business from other tenants or permit the sale of any good or merchandise in the Building without
the written consent of Landlord.



25. Tenant shall not permit any animals other than service animals, e.g. seeing-eye dogs, to be
brought or kept in or about the Premises or any common area of the Building.



26. These Rules and Regulations are in addition to, and shall not be construed to in any way modify
or amend, in whole or in part, the terms, covenants, agreements and conditions of any lease of any
premises in the Building. Landlord may waive any one or more of these Rules and Regulations for
the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed
as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent
Landlord from thereafter enforcing any such Rules and Regulations against any or all of the tenants
of the Building.



27. Landlord reserves the right to make such other and reasonable rules and regulations as in its
judgment may from time to time be needed for safety and security, for care and cleanliness of the
Building, and for the preservation of good order in and about the Building. Tenant agrees to abide
by all such rules and regulations herein stated and any additional rules and regulations which are
adopted. Tenant shall be responsible for the observance of all of the foregoing rules by Tenant’s
employees, agents, clients, customers, invitees and guests.





D-4









 








CONSENT TO ASSIGNMENT OF LEASE




     This Consent to Assignment of Lease (“Consent to Assignment”) is given as of the
18th day of February, 2005, by TMT RESTON I & II, INC., a Delaware corporation
(“Landlord”), as landlord, to NITROSECURITY, INC., a Delaware corporation (“NitroSecurity”), as
assignee and GO2MARKET.COM INCORPORATED, a Minnesota corporation (“Tenant”), as tenant, under that
certain Lease Agreement with a Lease Reference Date of December 28, 2004 (the “Lease”), between
Landlord and Tenant, pursuant to which Tenant leased approximately 2,439 rentable square feet of
office space on the first (1st) floor (the “Premises”) of that certain building known as Reston
Plaza I located at 12030 Sunrise Valley Drive, in Reston, Virginia (the “Building”).



     WHEREAS, Tenant is incorporated under the laws of the State of Minnesota;



     WHEREAS, Tenant has notified Landlord of its intention to merge with and into NitroSecurity,
for purposes of changing the state of incorporation of Tenant to Delaware (the “Reincorporation”);



     WHEREAS, as part of the Reincorporation, the Lease shall be assigned from Tenant to
NitroSecurity and the obligations thereunder assumed by NitroSecurity pursuant to that certain
Agreement and Plan of Merger between Tenant and NitroSecurity, the form of which is attached hereto
as Exhibit A (the “Assignment”);



     WHEREAS, Tenant acknowledges that the Assignment is subject to Article 9 of the Lease and that
Landlord’s consent to the Assignment is required; and



     WHEREAS, Tenant has requested the Landlord’s consent to the Assignment Landlord hereby gives
its consent to the Assignment upon the expressed following conditions:




	1.	 	Landlord’s consent to this Assignment shall not make Landlord a party to the Reincorporation,
shall not create any privity of contract between Landlord and Tenant and/or NitroSecurity,
respectively, pursuant to the instruments of the Reincorporation or the Assignment, except as
between Landlord and Tenant (and NitroSecurity after the Assignment) under the Lease. This
consent shall not constitute Landlord’s consent or waiver of consent to any subsequent
assignment, sublease or sub-sublease or other transfer, and shall not in any manner increase,
decrease or otherwise affect the rights and obligations of Landlord and Tenant (or
NitroSecurity after the Assignment) under the underlying Lease, with respect to the Premises.






	2.	 	There shall be no further modifications or amendments of the Lease or subsequent assignments,
subleases, or other transfers of any portion of the leasehold interest created in the Lease
without the prior written consent of Landlord as required under the Lease.






	3.	 	Landlord’s consent shall be expressly contingent upon: (i) Tenant’s payment to Landlord of
the sum of One Thousand Dollars and 00/100 ($1,000.00); (ii) Tenant’s payment to Landlord of
the sum set forth upon the attached Exhibit B, representing Landlord’s costs incurred
with respect to its consent to this Assignment; and (iii) receipt by Landlord of




 









 






	 	 	written notice, accompanied by evidence acceptable to Landlord, of the consummation of the
Reincorporation.






	4.	 	Tenant and NitroSecurity, each respectively, hereby represents that the net worth of
NitroSecurity will not be less subsequent to the Reincorporation than the Tenant prior to the
Reincorporation, nor will Tenant undertake additional liabilities as a result of the
Reincorporation, other than with respect to fees to be paid to the State of Delaware as a
result of being therein incorporated.






	5.	 	Landlord shall not be liable for, and Tenant and NitroSecurity, each respectively, hereby
indemnifies and holds Landlord harmless from, any commission payable by Tenant or
NitroSecurity associated with the Reincorporation.






	6.	 	In the event of any conflict between the terms and provisions of the Lease and this Consent
to Assignment, the terms and provisions of the Lease shall control.






	7.	 	Redress for any claims against Landlord under the Lease or this Consent to Assignment shall
be limited as is set form in the Lease.






	8.	 	The recitals of this Consent to Assignment are incorporated herein by reference as if set
forth in full.






	9.	 	The Reincorporation and Assignment shall take place not more than sixty (60) days following
the date hereof. If the Reincorporation and Assignment both do not take place within such
sixty (60) day period and notice of the same is not provided to Landlord as required
hereunder, then this Consent shall be deemed null and void.





[Signatures contained on next page]




- 2 -









 






	 	 	 	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	LANDLORD	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TMT RESTON I & II, INC.,	 	 
	 	 	 	 	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	RREEF Management Company,

a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Marie Infram
 

Marie Infram
	 	 
	 	By:

Name:
	 	/s/ Mark Arena
 

Mark Arena
	 	 
	Title:

	 	Administrative Assistant
	 	 	 	Title:
	 	District Manager	 	 
	 

	 	 
	 	 	 	Dated:
	 	 2/18/05	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	TENANT	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	GO2MARKET.COM INCORPORATED,	 	 
	 	 	 	 	 	 	a Minnesota corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Lisa J. Duquette
 

Lisa J. Duquette
	 	 
	 	By:

Name:
	 	/s/ Terry B. Christensen
 

Terry B. Christensen
	 	 
	Title:

	 	Vice President of Finance and Administration
	 	 	 	Title:
	 	President and Chief Executive Officer	 	 
	 

	 	 
	 	 	 	Dated:
	 	2/18/2005	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	[Corporate Seal]	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	NITROSECURITY	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	NITROSECURITY, INC., a
Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Lisa J. Duquette
 

Lisa J. Duquette
	 	 
	 	By:

Name:
	 	/s/ Terry B. Christensen
 

Terry B. Christensen
	 	 
	Title:

	 	Vice President of Finance and Administration
	 	 	 	Title:
	 	President and Chief Executive Officer	 	 
	 

	 	 
	 	 	 	Dated:
	 	2/18/2005	 	 






[Corporate Seal]




-3-









 





EXHIBIT A




FORM OF AGREEMENT AND PLAN OF MERGER




[TENANT TO PROVIDE]




- 4 -









 





EXHIBIT B




STATEMENT OF FEES AND COSTS




[ATTACHED HERETO]





- 5 -









 








COVINGTON & BURLING




	 	 	 
	1201 PENNSYLVANIA AVENUE NW

	 	WASHINGTON
	WASHINGTON, DC 20004-2401

	 	NEW YORK
	TEL 202.662.6000

	 	SAN FRANCISCO
	FAX 202.602.6281

	 	LONDON
	WWW.COV.COM

	 	BRUSSELS






STATEMENT OF FEES AND COSTS




     As requested, based upon review of the time and disbursement entries in Covington & Burling’s
accounting system which are compiled from the contemporaneous time records of Covington & Burling
personnel and the contemporaneous expense records for costs such as copying charges and facsimile
transmission charges, the accrued fees and costs relating to the review and consent to the proposed
reincorporation of Go2Market.com Incorporated are as follows:



	 	 	 	 	 
	Attorney & paralegal fees:
	 	$	816.75	 
	Costs:
	 	$	5.00	 
	Total:
	 	$	821.75	 






     Please contact the undersigned if there are any questions.



	 	 	 
	/s/ Robert E. Wone, Esquire
 

Robert E. Wone, Esquire