Lease-Columbia MD (Ste. 150)


    SUBLEASE
      AGREEMENT

    


    THIS
      SUBLEASE AGREEMENT is
      entered into as of May 18, 2005, between Convera Corporation, a Delaware
      corporation (“Subtenant”) and MWH Americas, Inc., a California corporation
      (“Tenant”).

    


    WHEREAS, Gateway
      44, LLC (“Landlord”), by an Agreement of Lease which commenced March 17, 2003
      (“Lease”), leased to Tenant the premises known as Suite 150 consisting of
      approximately 5,024 rentable square feet of space in the building located at
      6760 Alexander Bell Drive, Columbia, Maryland 21046 as shown on the attached
      Exhibit “A” (the “Premises”); and

    


    WHEREAS, Tenant
      desires to sublease the Premises to Subtenant and Subtenant desires to take
      the
      Premises by sublease from Tenant under all of the terms and conditions of this
      Sublease; 

    


    NOW,
      THEREFORE,
      in
      consideration of the sublease of the Premises and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged
      by
      the parties, the parties agree as follows:

    


    	1.  	
            Sublease.
              The Tenant hereby subleases to the Subtenant the
              

          


    Premises
      comprised of approximately 5,024 rentable square feet of space located in real
      property leased by the Tenant from the Landlord at 6760 Alexander Bell Drive,
      Suite 150, Columbia, Maryland 21046.

    


    2.  Term
      of Sublease.
      The
      term of this Sublease shall commence on June 1, 2005 and shall terminate on
      June
      30, 2008. 

    


    3. Rent.
      The
      Subtenant shall pay rent to the Tenant for the Premises at the rate of $18.00
      per rentable square foot per year for the first year in monthly increments
      of
      $7,536.00. Rent for June and July, 2005 shall be abated. Beginning June 1,
      2006,
      rent shall increase by $.75 per rentable square foot per year and on June 1st
      of
      each year, thereafter. The first month’s rent (for August 2005) shall be paid at
      the time of execution of this Sublease. Subsequent rent payments shall be due
      without notice on the first day of each and every month commencing on September
      1, 2005 and continuing to and including June, 2008. All rent shall be paid
      to
      the Tenant and shall be remitted to Landlord so that the rent is received on
      or
      before the first day of each and every month. Late payments shall be subject
      to
      fees called for in Section 6.6 of the Lease.

    


    4.
       Security
      Deposit.
      The
      Subtenant shall pay the Tenant a Security Deposit

    of
      $22,608.00, said deposit to be paid at the time of execution of this Sublease.
      Provided Subtenant is not in default, Tenant shall refund $7,536.00 on June
      1,
      2006 and $7,536.00 on June 1, 2007.

    


    5. Operating
      Expenses and Taxes.
      There
      shall be no pass through of increases in Operating Expenses and Taxes during
      the
      Sublease term.

    


    6.  Parking.
      Subtenant is granted the same parking rights and privileges afforded Tenant
      as
      defined in the Lease. Tenant represents to Subtenant that Tenant and its
      employees, agents and invitees are allowed to park in the building parking
      lot,
      in common with other occupants of the Building (as defined in the Lease). The
      Lease does not provide for a charge for parking.

    


    7.  Assignment
      and Subletting.
      Subtenant shall not have the right to assign, sublease, or in any way encumber
      all or any portion of the Premises without Landlord and Tenant’s prior
      approval.

    


    8.  Landlord’s
      Consent; New Direct Lease.
      This
      Sublease is conditional on, and shall not become effective until (a) the written
      approval of this Sublease by Landlord; and (b) mutual execution by Subtenant
      and
      Landlord of a direct lease for approximately 2364 square feet on the second
      floor of the “Building” as defined in the Lease. Tenant agrees to use reasonable
      efforts to obtain the consent of Landlord referenced in clause (a) above.


    


    	9.  	
             Obligation
              to Comply With Lease.
              Subtenant shall perform and hereby 

          


    agrees
      to
      perform, all of the covenants, conditions and agreements to be performed by
      Tenant under the Lease, insofar as they pertain to the sublet Premises.
      Subtenant shall be and is bound by each and every covenant, condition and
      agreement contained in the Lease except that (i) rent payable to Tenant by
      Subtenant shall be the rent set forth in Section 3 and Section 5 hereof and
      payments shall be made as prescribed in Section 3; (ii) Subtenant shall have
      no
      right to renew or extend this Sublease; (iii) Subtenant will make no
      alterations, changes, improvements, repairs, replacements or physical additions
      in or to the Premises without prior written consent of Tenant and the Landlord;
      (iv) the cost of any such alterations, changes, improvements, repairs,
      replacements or physical additions to the Premises shall be borne by Subtenant
      and (v) with respect to Section 13 of the Lease, Subtenant shall add Tenant
      as
      an additional insured in addition to Landlord’s requirements provided in this
      section and provide evidence of insurance coverage to Tenant prior to occupancy.
      A true and correct copy of the Lease is attached hereto as Exhibit “D”.


    


    10. Default
      by the Subtenant.
      If the
      Subtenant fails to perform or observe any of its covenants under this Sublease
      and such failure continues for five days after written notice from Tenant in
      the
      case of a monetary default, or twenty days after such written notice in the
      case
      of a nonmonetary default, the Tenant may immediately: (a) terminate or cancel
      this Sublease by notifying the Subtenant, and upon such termination or
      cancellation, the Subtenant shall be liable to the Tenant for all damages
      sustained by Tenant by reason of the Subtenant’s breach of covenant and of the
      termination or cancellation; or (b) re-enter the Premises without notice and
      upon reentry lease all or any part thereof as agent for the Subtenant. If the
      Premises are leased in accordance with the provisions of (b), the Tenant may
      receive the rent, applying it first to the payment of any expenses the Tenant
      incurs in entering and releasing the Premises, and then to the payment of the
      rent and the fulfillment of the Subtenant’s covenants hereunder. Subtenant shall
      be responsible for any shortfall between such payments and the rent owed under
      this Sublease, including the Tenant’s reasonable expenses referenced herein. If
      the Subtenant defaults, it shall pay and be liable for all rent that would
      under
      this Sublease become due should the demised Premises remain vacant in whole
      or
      in part during the remainder of the term. Notwithstanding the foregoing, Tenant
      will make a reasonable effort to mitigate its damages in the event of such
      a
      default by Subtenant.

    


    11. Furniture
      and
      Phone System. Rental of the Premises includes use of the furniture listed in
      Exhibit B attached hereto and incorporated by reference (the “Furniture”).
      Tenant makes no representations to Subtenant regarding the Furniture and Phones.
      Subtenant accepts the Furniture and Phones “as is” without any warranty of
      merchantability, fitness for a particular purpose or any other express or
      implied warranty. At the natural expiration of the Sublease term, title to
      the
      Furniture shall not be transferred to Subtenant. Subtenant
      agrees to maintain this property in good order and condition during the
      Subleased Premises Term, normal wear and tear excepted. Tenant and Subtenant
      agree that Subtenant shall purchase the Phone System listed in Exhibit C
      attached hereto and incorporated by reference (the “Phones”). A Bill of Sale
      shall be executed by both parties along with the execution of this
      Sublease.

    


    12. Broker
      Participation.
      

    


    Subtenant
      warrants and represents that, other than The Ezra Company representing Subtenant
      and MacKenzie Commercial Real Estate Services and Trammell Crow Company
      representing Tenant, no real estate broker has a claim for brokerage commission
      or finder’s fees in connection with this Sublease. Tenant is responsible for
      payment of all brokerage commission due in connection with the transaction
      hereunder.

    


    13. Attorney's
      Fees.
      If
      Tenant or Subtenant shall commence an action against the other arising out
      of or
      in connection with this Sublease, the prevailing party shall be entitled to
      recover its costs of suit and reasonable attorney's fees.

    


    14. Notices.
      All
      notices and demands which may or are to be required or permitted to be given
      by
      either party on the other hereunder shall be in writing. All notices and demands
      by the Tenant to Subtenant shall be sent either by United States Mail, postage
      prepaid, or by overnight express mail addressed to the Subtenant at the address
      herein below, or to such other place as Subtenant may from time to time
      designate in a written notice to the Tenant. All notices and demands by the
      Subtenant to Tenant shall be sent either by United States Mail, postage prepaid,
      or by overnight express mail addressed to the Tenant at the address set forth
      herein, and to such other person or place as the Tenant may from time to time
      designated in a written notice to the Subtenant.

    


    To
      Subtenant: 

    


    Convera
      Corporation

    1921
      Gallows Road, Suite 200

    Vienna,
      VA 22182

    Phone:
      703 761 3700

    FAX
      703
      761 1990

    


    


    with
      a
      copy to:

    


    


    


    To
      Tenant:

    


    MWH
      Americas, Inc.

    370
      Interlocken Boulevard, Suite 300

    Broomfield,
      CO 80021

    Attn:
      Real Estate Manager

    Phone:
      303-410-4000

    FAX:
      303-410-4196

    


    IN
      WITNESS WHEROF, each party to this Sublease Agreement has caused it to be
      executed on the date indicated below.

    


     

    Tenant:
      MWH Americas, Inc., a California corporation

    


    By:
      _____________________________________________

    


    Title:
      ____________________________________________

    


    Date:
      ____________________________________________

    


    


    


    Subtenant:
      Convera Corporation, a Delaware corporation

    


     

    By:
      ______________________________________________

    


    Title:
      _____________________________________________

    


    Date:
      _____________________________________________

    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      “A”

    


    PREMISES


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      “D”

    


    LEASE