**Exhibit10.1**

**AGREEMENT OF LEASE**

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**by andbetween**

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**NBP 220,LLC**

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**and**

****

****

**THETITAN CORPORATION**

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**(“220 National BusinessPark”)**

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**TABLE OFCONTENTS**

1.       Definitions and Attachments.1

2.        Demise andMeasurement of Premises.2

3.        Term..3

4.        Security Deposit andAdvance Rent4

5.        Use.6

6.        Rent6

7.        Requirements ofApplicable Law..14

8.        Certificate ofOccupancy.14

9.        Contest-Statute,Ordinance, Etc.14

10.       Tenant Improvements.15

11.       Repairs andMaintenance.15

12.       Conduct on Premises.17

13.       Insurance.18

14.       Rules and Regulations.19

15.       Mechanics’ Liens.20

16.       Tenant’s Failure toRepair20

17.       Property -- Loss,Damage.20

18.       Destruction -- Fire orOther Casualty.20

19.       Eminent Domain.20

20.       Assignment21

21.       Default, Remedies, Damages,Bankruptcy of Tenant22

22.       Landlord’sDefault24

23.       Services and Utilities.25

24.       Electric Current25

25.       Telephone andTelecommunications.26

26.       Acceptance of Premises.26

27.       Inability to Perform..26

28.       No Waivers.27

29.       Access to Premises andChange in Services.27

30.      EstoppelCertificates.28

31.      Subordination.28

32.      Attornment28

33.      Notices.28

34.      Intentionally LeftBlank.29

35.      Tennat’sSpace.29

36.      Quiet Enjoyment40

37.      Vacation ofPremises.40

38.      Members’Liability.40

39.      Separability.40

40.      Indemnification.40

41.      Captions.41

42.      Brokers.41

43.      Recordation.41

44.      Successors andAssigns.41

45.      Integration ofAgreements.41

46.      Hazardous Material,Indemnity.41

47.      Americans WithDisabilities Act43

48.      SeveralLiability.44

49.      Security CardAccess.44

50.      Parking.44

51.      Tenant’sEquipment44

52.      Signage.44

53.      Intentionally LeftBlank.45

54.      Definition of45

55.      Waiver ofLandlord’s Lien.45

**AGREEMENT OF LEASE**

           THIS AGREEMENT OF LEASE (this “Lease”) made this 31stday of March, 2003 (the “Effective Date”) by andbetween**NBP 220, LLC** (the “Landlord”) and **THETITAN CORPORATION,** a Delaware corporation****  (the“Tenant”), witnesseth that the parties hereby agree asfollows:

W I T N E S S E TH:

           THAT FOR AND IN CONSIDERATION of the mutual covenants andagreements herein contained, the parties hereto do hereby covenantand agree as follows:

1.        Definitions and Attachments.

           1.1       Certain DefinedTerms.

                       1.1.1    “Building” means the Class Aoffice building to be known as “220 National BusinessPark” located at 2720 Technology Drive, Annapolis Junction,Maryland 20701, which is located within Anne Arundel County,Maryland.

                       1.1.2    “Premises” means the entireBuilding.

                       1.1.3    “Rentable Area of the Building” or “Rentable Area of the Premises” meansapproximately  156,730 rentable square feet, subject toadjustment in accordance with BOMA standards (ANSI Z65.1-1996) asprovided in Section 2 hereof.

                       1.1.4    “Initial Term” means a periodof ten (10) years plus the part of a month mentioned in Section3.1, commenc­ing and ending as provided in Section3.1.

                       1.1.5    “Renewal Term” means each ofthree (3) additional periods of five (5) years each, commencing andending as provided in Section 3.2.

                       1.1.6    “Annual Base Rent” means theamount set forth on the following schedule multiplied by theRentable Area of the Premises:

                                                                            Annual Base Rent

                                   LeaseYear                  Per Rentable Square Foot

                                         1                                       $25.50 

                                         2                                       $26.27

                                         3                                       $27.05

                                         4                                       $27.86

                                         5                                       $28.70

                                         6                                       $29.56

                                         7                                       $30.45

                                         8                                       $31.36

9                                       $32.30

                                         10                                     $33.27

                       1.1.7    “Target Date for Delivery ofPossession” means June 1, 2004.

                       1.1.8    “Advance Rental” means the sumof $333,051.25.  See Section 4.2.

                       1.1.9    “Security Deposit” means thesum of __NONE__, subject to the provisions of Section4.1.

                       1.1.10  “Tenant Notice Address” means the addressset forth in Section 33.

                       1.1.11  “Base Year Building Expenses”  shallmean the actual Building Expenses per rentable square foot incurredby Landlord for the 2005 calendar year.

                       1.1.12  “Base Year Taxes” shall mean the actualTaxes incurred by Landlord per rentable square foot for the 2005calendar year.

                       1.1.13  “Allowance” means the product of $22.00multiplied by the Rentable Area of the Premises. ** **“Amortized Amount” means the product of $10.00multiplied by the Rentable Area of the Premises.  SeeSection 35.

                       1.1.14  “Broker” means Miller Corporate RealEstate and Insignia/ESG.

                       1.1.15  “Tenant’s Share” means a fraction,the numerator of which is the Rentable Area of the Premises and thedenominator is the Rentable Area of the Building.  As of theEffective Date, Tenant’s Share is 100%.

           1.2.      Additional DefinedTerms.

           The following additional terms are defined in the places in thisLease noted below:

           Term                                                                           Section

           “ADA”                                                            47

           “ApplicableLaws”                                                       7

           “Approved Plans andSpecifications”                           35

           “BuildingExpenses”                                                     6.2.2

           “CommencementDate”                                               3.1

           “CommonAreas”                                                        6.2.4

           “Cost of Building Expenses Per Square Foot”  6.4.1

           “Cost of Taxes Per SquareFoot”                                 6.3.1

           “HazardousMaterial”                                                  46

           “HVAC”                                                                    23

           “Landlord’sNotice”                                                    3.2

           “LeaseYear”                                                              6.2.5

           “Mortgagee”                                                                31

           “Prevailing MarketRate”                                             3.2

           “Property”                                                                   6.2.1

           “Successor’                                                                 32

           “Taxes”                                                                       6.2.3

           “TenantImprovements”                                               35

           “Term”                                                            3.3

           1.3.      Attachments.

           The following documents are attached hereto, and such documents, aswell as all drawings and documents prepared pursuant thereto, shallbe deemed to be a part hereof:

           Exhibit  “A”      - Legal Description of Property

           Exhibit “A-2” - Design Drawings

           Exhibit “B”       - Rulesand Regulations

           Exhibit “C”       -Schedule of Landlord’s Work

           Exhibit “C-1”    - Interior Constructionand Renovation Contractor Requirements

           Exhibit “D”       - Platof Signage

           Exhibit “E”       -** ** Suburban Office Building Guidelines 

           Exhibit “F”        -Commencement Date Agreement

           Exhibit “G”       -Intentionally Left Blank

           Exhibit “H”       -Intentionally LeftBlank          

           Exhibit“I”         -Specifications for HVAC, Electrical Capacity and FloorLoad****

           Exhibit “J”        -Janitorial Specifications

           Exhibit “K”       -Subordination, Non-Disturbance and Attornment Agreement

           Exhibit “L”        -Modifications to Base Building

2.        Demise and Measurement of Premises.  Landlord hereby leases untoTenant, and Tenant does hereby rent from Landlord the Premises thatwill be constructed in accordance with the provisions of Section 35of this Lease.  In addition thereto, Tenant shall have theright to use, on a non-exclusive basis, and in common with theother tenants of the Building, if any, the Common Areas of theBuilding (as that term is defined in Section 6.2.4 hereof).The Premises and the Building shall be measured in accordance withBOMA standards (ANSI Z65.1- 1996), utilizing the “GrossBuilding Area” computation. At Tenant’s election, the Rentable Area of the Building as set forth inSection 1.1.3 shall be subject to confirmation beforethe Rent Commencement Date by Tenant’s architect, atTenant’s sole cost. In the event the Rentable Area of theBuilding figure determined by Tenant’s architect differs byno more than 0.5% (higher or lower) from the Rentable Area of theBuilding set forth in Section 1.1.3 , then the Rentable Areaof the Building set forth in Section 1.1.3 shall becontrolling.  In the event the Rentable Area of the Buildingfigure determined by Tenant’s architect differs by more than0.5% (higher or lower) from the Rentable Area of the Building setforth in Section 1.1.3, then Landlord and Tenant (incoordination with their respective architects) shall endeavor ingood faith to resolve the discrepancy, and in the event they arenot able to resolve such discrepancy then Landlord and Tenant shalljointly appoint an independent architect to resolve suchdiscrepancy within thirty (30) days following a request therefor byLandlord or Tenant and the determination of such independentarchitect shall be binding on both Landlord and Tenant. During any such dispute, Tenant shall pay Annual Base Rent toLandlord based on the Rentable Area of the Building set forth inSection 1.1.3.  If such independent architectdetermines that the rentable area differs by no more than 0.5% fromthe Rentable Area of the Building set forth in Section1.1.3, then the fees of such independent architect shall beborne by Tenant, otherwise such fees shall be  borne byLandlord.  Promptly after determination of the Rentable Areaof the Building in accordance with this Section 2,Landlord and Tenant shall execute an amendment to this Leaseconfirming such determination and with a proportionateadjustment to Annual Base Rent, additional rent and any priorpayments which have been made by Tenant.  In no event shallTenant be required to pay Annual Base Rent based on more than 157,514 rentable square feet regardless of the actual measurementof the rentable square footage of the Premises.  Landlordshall have no right to remeasure the Premises during theTerm.  In the event Tenant does not elect to verify theRentable Area of the Building pursuant to this Section 2,then the Rentable Area of the Building shall be as set forth inSection 1.1.3. 

           3.        Term.

           3.1       Commencement Date andTerm.  All of the provisions of thisLease shall be in full force and effect from and after theEffective Date. As used in this Lease, the term“Commencement Date”, as advanced or postponed pursuantto the terms hereof, shall be defined as the date of Delivery ofPossession of Landlord Items (as defined in Section 35) and,subject to Section 35.1 hereof, the term “RentCommencement Date” shall be the date which is one hundredfifty (150) days following that date of Delivery of Possession ofLandlord’s Items (as defined in Section 35). Notwithstanding the foregoing to the contrary, if Tenant elects forLandlord to construct the Tenant’s Work pursuant to the termsof Section 35 below, the Commencement Date and the RentCommencement Date shall be the date of Delivery of Possession ofthe Premises with Landlord’s Work substantiallycompleted.  The first Lease Year shall commence on theCommencement Date and shall end on the date which is last day ofthe calendar month which is twelve (12) full months after the RentCommencement Date. Within fifteen (15) days after receipt of awritten request from Landlord, Tenant shall execute and deliver theCommencement Date Agreement in substantially the form attachedhereto as Exhibit “F”.

           3.2       Option to Extend LeaseTerm.  Provided Tenant is not in default of any term,covenant or condition of this Lease beyond any applicable noticeand cure period, Tenant shall have the option to extend the InitialTerm of this Lease for the entire Premises for three (3) additionalperiods of five (5) years each (the “Renewal Term”) tocommence immediately upon the expiration of the Initial Term, theFirst Renewal Term and the Second Renewal Term, asapplicable.

           Tenant’s rental of the Premises during the First RenewalTerm, the Second Renewal Term and the Third Renewal Term, asapplicable, shall be upon the same terms, covenants and conditionscontained in this Lease, except that Tenant shall pay to Landlordas Annual Base Rent that amount equal to the “PrevailingMarket Rate” for the Premises for the First Renewal Term, theSecond Renewal Term and the Third Renewal Term, as applicable, ashereinafter defined (including annual adjustments).  Forpurposes of this Section 3.2, the term “PrevailingMarket Rate” shall mean the then prevailing market rate beingcharged for renewals of comparable space in comparable officebuildings within a ten (10) mile radius of the Premises, withconsideration given for all factors appropriately considered indetermining fair market economics of a similar transaction,including, but not limited to, construction allowances, commissions(or lack thereof), free rent, the creditworthiness of Tenant andother concessions or premiums, costs being saved and downtime forvacancy.  In order to exercise its option granted herein,Tenant shall notify Landlord in writing of its intent to renew notless than three hundred sixty-five (365) days prior to theexpiration of the Initial Term, the First Renewal Term or theSecond Renewal Term, as applicable.  Within thirty (30) daysfollowing the exercise by Tenant of its option to extend the Leasefor the First Renewal Term, the Second Renewal Term and the ThirdRenewal Term, as applicable, Landlord shall notify Tenant inwriting of its determination of the Prevailing Market Rate for theFirst Renewal Term, the Second Renewal Term and the Third RenewalTerm, as applicable, as reasonably determined by Landlord(“Landlord’s Notice”).  Within ten (10)business days after receipt of Landlord’s Notice, Tenantshall notify Landlord in writing of Tenant’s acceptance orrejection of such rate.  If Tenant accepts the proposedPrevailing Market Rate by written notice to Landlord, Landlord andTenant shall enter into an amendment to this Lease acknowledgingsuch renewal and setting forth any terms at variance with the termsof this Lease.  If, within the ten (10) day period, Tenant does not accept the proposed Prevailing Market Rate asdetermined by Landlord for the First Renewal Term, the SecondRenewal Term and the Third Renewal Term, as applicable, then withintwenty (20) days thereafter, Landlord and Tenant shall meet at amutually acceptable time and place and shall use their reasonableefforts to agree upon the Prevailing Market Rate.  If Landlordand Tenant shall fail to agree upon such Prevailing Market Rate foreither the First Renewal Term, the Second Renewal Term or the ThirdRenewal Term, within the twenty (20) day period, Landlord andTenant shall each appoint an independent commercial leasing brokerlicensed in the Maryland area within the next ten (10) days (the“Brokers”). Such Brokers shall deliver their respectiveestimates of the Prevailing Market Rate within ten (10) days afterbeing appointed. If the estimates of the Prevailing Market Rate asquoted by the Brokers are within ten percent (10%) of each other,the Prevailing Market Rate shall be deemed to be the average of theestimates presented by the Brokers.  If the estimates of thePrevailing Market Rate as quoted by the Brokers differ by more thanten percent (10%), then Landlord and Tenant shall jointly appoint athird independent commercial leasing broker licensed in theMaryland area within ten (10) days after the receipt of the initialbrokers’ estimates (the “Third Broker”) who shalldeliver its estimate of the Prevailing Market Rate within ten (10)days after being appointed and such estimate shall be deemed to bethe Prevailing Market Rate.  Tenant shall have the right tonotify Landlord within ten (10) business  days after receiptof the estimate of the Prevailing Market Rate (whether as resultingfrom the average of the Brokers or from the Third Broker, asapplicable), that it rejects such Prevailing Market Rate and insuch event, Tenant’s option to extend the Lease for the FirstRenewal Term, the Second Renewal Term or the Third Renewal Term, asapplicable, shall be void and inoperable.  If Tenant fails toexercise its right to reject the Prevailing Market Rate, thenLandlord and Tenant shall enter into an amendment to this Leaseacknowledging such renewal and setting forth any terms at variancewith the terms of this Lease.  Landlord and Tenant shall eachpay the fee of the broker designated by them originally and shallsplit the fees of the Third Broker.  If Tenant shall fail todeliver the requisite notice exercising its option to extend by thedate prescribed above, then Tenant’s option to extend theTerm for the First Renewal Term, the Second Renewal Term and theThird Renewal Term, as applicable, shall be void andinoperable.  The Second Renewal Term and the Third RenewalTerm shall terminate if Tenant does not elect to renew the Leasefor the First Renewal Term.  The Third Renewal Term shallterminate if Tenant does not elect to renew the Lease for theSecond Renewal Term.

           3.3       Definition of“Term”.  As used herein, the word“Term” shall refer to the Initial Term the FirstRenewal Term, the Second Renewal Term and the Third Renewal Term,if applicable. 

           4.         SecurityDeposit and Advance Rent.

           4.1       SecurityDeposit.  Simultaneously with the execution of this Lease,Tenant shall not be required to pay a Security Deposit inaccordance with the terms of this Lease.  However, if prior tothe Rent Commencement Date, Tenant’s credit rating fallsbelow a “BB-” as determined by Standard &Poor’s credit rating agency or Moody’s credit ratingagency, Tenant shall pay to Landlord a Security Deposit in theamount of  $1,998,307.50 by Letter of Credit (as furtherdescribed below) as security for the performance by Tenant of allobligations imposed on Tenant hereunder.  Tenant shall deliverto Landlord a statement of its credit rating on each January 15,April 15, July 15, and October 15th occurring after theEffective Date and prior to the Rent Commencement Date; provided,however, that the provisions of the immediately proceeding sentenceshall be effective at anytime prior to the Rent Commencement Dateand shall not be limited to the reporting periodsaforementioned.  Tenant shall deliver the Letter of Creditwithin fifteen (15) days after written request from Landlord. Failure to deliver such Letter of Credit shall be an automaticEvent of Default under the terms of the Lease, without furthernotice or cure periods afforded to Tenant.

           In such event, Tenant shall deliver to Landlord an unconditionaland irrevocable Letter of Credit issued by and drawable uponComerica Bank in San Diego, California or another bankinginstitution reasonably approved by Landlord in the amount of $1,998,307.50 to be held by Landlord as a guaranty for the paymentand performance by Tenant of all covenants and obligations ofTenant as set forth in this Lease.  The Letter of Credit shallcontain terms whereby it can be drawn on by Landlord by sending theoriginal Letter of Credit by overnight delivery, in the case of aninstitution which is not located in the Baltimore-Washingtonmetropolitan area or  on sight if located in theBaltimore-Washington metropolitan area on any date during the Termof this Lease on which issuer shall receive from Landlord acertification signed by Landlord stating that there is a Event ofDefault by Tenant under the terms of this Lease. Landlord shallhave the right to make such certification immediately upon anyEvent of Default by Tenant hereunder (as defined in Section21 hereof) and to apply said sum against all amounts then dueand owing by Tenant hereunder and/or against sums required to beand actually expended by Landlord hereunder to correct existingdefaults by Tenant.  The Letter of Credit shall also providethat Landlord shall have the right to draw upon the Letter ofCredit, in full or in part.  Any balance left of the sumreceived from drawing on the Letter of Credit, after the correctionof defaults by Tenant and/or the payment of amounts due by Tenant,shall be credited against the next Rent payment(s) due toLandlord.  In the event Landlord shall draw on the Letter ofCredit provided by Tenant, all as set forth herein, Tenant shallreplace same no later than thirty (30) days after the date of suchdrawing, and if same is not replaced, it shall constitute an Eventof Default under the terms of this Lease and Landlord shall havethe benefit of all remedies permitted pursuant to the terms of thisLease and the laws of the State of Maryland.

           Subject to the provisions of Section 4.1.1 below, Tenantacknowledges and agrees that it shall keep the Letter of Credit infull force and effect throughout the Term of this Lease.  Inthe event the term of the Letter of Credit is not coterminous withthe Term of this Lease, then not more than forty-five (45) daysprior to any expiration date of the Letter of Credit, Tenant shallprovide Landlord with the appropriate documentation that saidLetter of Credit has been extended and provide Landlord with thenew expiration date of same.  Should Tenant fail to provideLandlord with such documentation on or before the expiration dateof the Letter of Credit, Landlord shall have the right to draw onthe entire amount of said Letter of Credit and hold it withoutinterest for the benefit of Landlord as security for the faithfulperformance of the Lease until the Letter of Credit is reinstatedor the Term of the Lease expires.  If the Letter of Credit isnot reinstated, the amount drawn by Landlord shall be returned toTenant, less all costs incurred by Landlord in correcting orsatisfying any Event of Default under this Lease within thirty (30)days after the expiration or earlier termination of theTerm.

           No right or remedy available to Landlord as provided in thisSection 4.1 shall preclude or extinguish any other right orremedy to which Landlord may be entitled.

           Notwithstanding the foregoing, if the Letter of Credit is requiredand Tenant then receives a rating of  “BB” orhigher by Moody’s for twelve (12) consecutive months, thenLandlord shall return the Letter of Credit to Tenant and Tenantshall have no further obligation to pay a Security Deposit duringthe Term.

                       4.1.1    Transfer.  Upon a sale of theLand and/or the Building or a leasing of the Building, or anyfinancing of Landlord’s interest therein, Landlord shall havethe right to transfer any cash Security Deposit or the Letter ofCredit, as applicable, to the vendee, lessee or lender, providedsuch vendee, lessee or lender assumes Landlord’s obligationshereunder with respect to the cash Security Deposit or the Letterof Credit, as applicable.  With respect to the Letter ofCredit, within ten (10) business days after notice of such sale,leasing or financing, Landlord (with Tenant’s cooperation),at its sole cost, shall arrange for the transfer (by amendment) ofthe Letter of Credit to the new landlord or the lender, or have theLetter of Credit reissued in the name of the new landlord or thelender.  To the extent so transferred, Tenant shall looksolely to the new landlord or lender for the return of such cashSecurity Deposit or Letter of Credit and the provisions hereofshall apply to every transfer or assignment made of the SecurityDeposit to a new landlord. 

                       4.1.2    Reduction.

                                   (a)        Provided no uncuredEvent of Default shall then exist, then on the first day ofeach Lease Year, commencing with the first day of the sixth(6th)      Lease Year, andcontinuing annually thereafter on the first day of each subsequentLease Year in which Tenant qualifies for reduction (each suchanniversary date, a “Reduction Date”), Tenant shallhave the right to reduce the Security Deposit (a“Reduction”) to the amount set forth in the followingschedule (the “Reduction Schedule”):

                           ReductionDate                             Amount

                           First Day of Lease Year#6                  $1,665,256.25

                           First Day of Lease Year#7                  $1,332,205.00

                           First Day of Lease Year#8                  $   999,153.75

                           First Day of Lease Year#9                  $   666,102.50

                           First Day of Lease Year#10                $   333,051.25        

                                   (b)        Provided Tenantqualifies as of any such Reduction Date, such Reduction shall beeffectuated by Tenant’s delivery of either (i) a replacementletter of credit for the applicable lesser amount, whichreplacement letter of credit may (A) include an endorsement thatprovides that such replacement Letter of Credit shall be effectiveonly upon Landlord’s return of the Letter of Credit beingreplaced or Landlord’s written consent to cancellation of theletter of credit being replaced, or (B) be delivered pursuant to anescrow arrangement otherwise reasonably approved by Landlord andTenant, or (ii) at least ten (10) business days prior to theeffective date of such Reduction, a written amendment to the Letterof Credit which has the effect of reducing the amount of the Letterof Credit to the lesser amount determined pursuant to this Sectionas of the applicable Reduction Date.

                                   (c)        If Tenant does notqualify for a Reduction as of any applicable Reduction Date, butTenant subsequently does qualify for such Reduction as of a laterReduction Date, then Tenant shall be permitted to “catchup” all prior foregone Reductions as of the applicableReduction Date.  (For example, if Tenant had never previouslyqualified for a Reduction, but did so effective as of the ReductionDate coinciding with the first day of Lease Year #8, then theSecurity Deposit would be reduced from  $1,998,307.50 to $999,153.75 as of such Reduction Date.)

           4.2       Advance Rent. Upon execution of this Lease, Tenant shall pay Landlord the AdvanceRent to be held as advance rent and security and which Landlordshall be entitled to retain, without limitation of other remedies,for any defaults of this Lease by Tenant occurring prior to thecommencement of the Term.  If no such defaults occur, theAdvance Rent shall be applied by Landlord against firstinstallments of Annual Base Rent payable by Tenanthereunder.

           5.        Use.  Tenant covenants that it shall use and occupy thePremises during the Term of this Lease solely for general officepurposes and uses incidental and ancillary thereto that areconsistent with the operation of a Class A office building whichuses may include, without limitation, data center, SCIF, training,employee/building invitee cafeteria/in-house food service,operations center, coffee and vending uses, Tenant company store,deli, light assembly for modification and testing of computers andrelated equipment, child care for employees, exercise facility andconference center, all in accordance with applicable zoningregulations. 

           6.        Rent.

           6.1       Annual BaseRent.  As rent for the Premises during each year of theTerm, commencing on the Rent Commencement Date, Tenant shall pay toLandlord an Annual Base Rent, in equal monthly installments, inadvance on the first day of each calendar month during the Term,and without deduction, setoff or demand in accordance with theschedule set forth in Section 1.1.6 above.  Inaddition, if the Rent Commencement Date occurs on a day other thanthe first day of a calendar month, Tenant shall pay to Landlordupon the Rent Commencement Date, a sum equaling that percentage ofthe monthly rent installment which equals the percentage of suchcalendar month falling after the Rent CommencementDate. 

           Notwithstanding the foregoing, Tenant shall have the right to abatea portion of the Annual Base Rent up to a maximum amount of either(i)  $333,051.25 per month over the first three (3) months ofthe Term, computed as ($25.50 x 156,730)/12, or (ii)$166,525.63 permonth over the first six (6) months of the Term, computed as  [($25.50 x 156,730)/12]divided by 2.****  Tenant shall notify Landlord in writingon or before January 1, 2004, of the amount of Annual Base Rent, ifany, which  Tenant desires to abate and over what period oftime.  If  Tenant fails to notify Landlord of itselection to abate Annual Base Rent on or before January 1, 2004,Tenant shall be deemed to have waived its right to abate AnnualBase Rent.  If Tenant elects option (i), the Annual Base Rentfor the 117 months remaining in the Initial Term shall be increasedmonthly by an amount equal to the quotient of the amount abateddivided by 117 months; and if Tenant elects option (ii), the AnnualBase Rent for the 114 months remaining in the Initial Term shall beincreased monthly by an amount equal to the quotient of the amountabated divided by 114 months.  By way of example, but withoutlimitation, if Tenant elects to abate  $333,051.25 permonthover the first three (3) months of the InitialTerm, Annual Base Rent shall increase monthly commencing on the4th month and through the balance of the Initial Term inan amount equal to $2,846.59, computed as $333,051.25divided by 117.    If Tenant elects toabate Annual Base Rent pursuant hereto, (i) within fifteen (15)days after request from Landlord, the parties shall enter into anamendment to the Lease which sets forth the revised schedule ofAnnual Base Rent, and (ii) in no event shall Tenant’sobligation to pay for electrical service during such abatementperiod be abated in any regard.

           6.2       Definitions. For the purposes hereof, the fol­lowing definitions shallapply:

                       6.2.1    “Property” shall mean theBuilding, the land upon which same is situated and all fixtures andequipment thereon or therein,  and all commonly owned orshared appurtenances, including but not limited to, parking areas,walkways, landscaping and utilities located on the Premises, whichlegal description is attached hereto as Exhibit“A”. 

                       6.2.2    “Building Expenses” shall beall those expenses paid by Landlord in connection with the owning,maintaining, operating and repairing of the Property or any partthereof, in a manner deemed reasonable and appropriate by Landlordand shall include, except as otherwise expressly excluded fromBuilding Expenses, without limitation, the following:

                                   6.2.2.1    All costs and expenses of operating,repairing, lighting, cleaning, and insuring (including liabilityfor personal injury, death and property damage and workers’compensation insurance covering personnel) the Property or any partthereof, as well as all costs incurred in removing snow, ice anddebris therefrom and of policing and regulating traffic withrespect thereto, and depreciation of all machinery and equipmentused therein or thereon, replacing or repairing of pavement,parking areas, curbs, walkways, drainage, lighting facilities,landscaping (including replanting and replacing flowers and otherplanting);

                                   6.2.2.2    Electricity, steam and fuel used inlighting, heating, ventilating and air conditioning and all costs,charges, and expenses incurred by Landlord in connection with anychange of any company providing electricity service, including,without limitation, maintenance, repair, installation and servicecosts associated therewith;

                                   6.2.2.3    Maintenance and repair of mechanical andelectrical equipment including heating, ventilating and airconditioning equipment;

                                   6.2.2.4    Window cleaning and janitor service,including equipment, uniforms, and supplies andsundries;

                                   6.2.2.5    Maintenance of elevators, stairways, restrooms, lobbies, hallways and other Common Areas;

                                   6.2.2.6    Repainting and redecoration of all CommonAreas;

                                   6.2.2.7 Repair and maintenance of the parking areas, includingwithout limitation, the resurfacing and striping of saidareas;

                                   6.2.2.8    Sales or use taxes on supplies orservices;

                                   6.2.2.9 Management fees (in an amount not to exceed  two andone-half percent (2.5%) of gross rents collected from the Propertyduring the Initial Term), wages, salaries and compensation of allpersons engaged directly in the maintenance, operation or repair ofthe Property and the provision of amenities to all tenants in theProperty (including Landlord’s share of all payroll taxes andthe cost of an on-site or near-site office and segregated storagearea for Landlord’s parts, tools and supplies);

                                   6.2.2.10  Legal fees (but only to the extent they are incurredin connection with an expense which is includable in BuildingExpenses) and accounting and engineering fees and expensesreasonably necessary for Landlord to render required servicespursuant to this Lease, except for fees and expenses related todisputes with tenants or which are a result of and/or are based onLandlord’s negligence or other tortious conduct;

                                   6.2.2.11  Costs and expenses that may result from compliancewith any Applicable Laws that were not applicable at the time thePremises were originally constructed; and

                                   6.2.2.12  All other expenses which under generally acceptedaccounting principles would be considered as an expense ofmaintaining, operating, or re­pairing the Property. Notwithstanding the foregoing, all expenses (whether or not suchexpenses are enumerated on items 1 through 11 of this Section6.2.2) which would be considered capital in nature undergenerally accepted accounting principles shall be included in Building Expenses in any Lease Yearonly if it (1) actually results in savings in such year (as forexample, expenditures for a labor-saving improvement) in which casethe amount included in Building Expenses shall not exceed theamount of actual savings from such improvement in the same yearand/or (2) is made in compliance with Applicable Laws not in effectas of the Delivery of Possession of Landlord’s Items. Suchcapital improvements shall be amortized on a straight-line basisover the useful life of the improvement beingamortized. 

                       6.2.3    “Taxes” shall mean all realproperty taxes including currently due installments of assessments,sewer rents, ad valorem charges, water rates, rents and charges,front foot benefit charges, and all other govern­mentalimpositions in the nature of any of the foregoing.  Excludedfrom Taxes are (i) federal, state or local income taxes, (ii)franchise, corporation, income, receipts, revenue, net profits,gift, transfer, excise, capital stock, estate or inheritance taxes,(iii) personal property taxes of Tenant, and (iv) penalties orinterest charged for late payment of Taxes.  If at any timeduring the Term the method of taxation prevailing at thecommencement of the Term shall be altered so as to cause the wholeor any part of the items listed in the first sentence of thissubparagraph to be levied, assessed or imposed, wholly or partly asa capital levy, or otherwise, on the rents received from theBuilding, wholly or partly in lieu of imposition of or in additionto the increase of taxes in the nature of real estate taxes issuedagainst the Property, then the charge to Landlord resulting fromsuch altered additional method of taxation shall be deemed to bewithin the definition of “Taxes,”provided that any tax, assessment, levy, imposition orcharge imposed on income from the Premises shall be calculated asif the Premises were the only asset ofLandlord. 

           6.2.4    “Common Areas” shall mean thoseareas and facilities which may be from time to time furnished tothe Building by Landlord for the non-exclusive general common useof tenants and other occupants of the Building, their officers,employees, and invitees, including (without limitation) thehallways, stairs, parking facilities, sidewalks, exterior elements,washrooms, and elevators.  The foregoingnotwithstanding, during any period in which Tenant is leasing (A)100% of the Building, Tenant shall have the exclusive right to usethe interior Common Areas, and priority usage of the exteriorCommon Areas, and (B) 100% of any floor of the Building,Tenant shall have the exclusive right to use the interior CommonAreas on such Floor.  Notwithstanding any other provision inthis Lease to the contrary, during any period in which Tenant isleasing 100% of the Building, Landlord shall not take any actionthat will materially and adversely diminish Tenant’s abilityto use the Common Areas (other than repairs or other obligationswhich are Landlord’s responsibility under the terms ofSection 11.2 of this Lease) without first obtainingTenant’s prior approval (which approval shall not beunreasonably withheld, conditioned or delayed and shall not berequired in the event of an emergency). Without limiting theforegoing, if, with Tenant’s approval, Tenant’s use ofthe Common Areas (including, without limitation, the parking areas)is temporarily restricted, Landlord shall use all reasonableefforts to minimize the disturbance to Tenant and the operation ofTenant’s business and to maintain the confidential nature ofTenant’s business.

                       6.2.5    “Lease Year” shall mean for thefirst Lease Year  that period which shall commence on theCommencement Date and shall end on the date which is last day ofthe calendar month which is twelve (12) full months after the RentCommencement Date and each succeeding twelve (12) month periodthereafter up to the end of the Term.

                       6.2.6    Building Expenses Exclusions. Notwithstanding any other provision of this Lease and inaddition to the restrictions on Building Expenses set forth inSection 6.2.2 hereof, the following costs and expenses shallbe excluded from Building Expenses:

                                   (1)        Costs incurred inconnection with the construction of the Landlord’s Itemsor Tenant’s Work if constructed by Landlord;

 

                                   (2)        Costs of correctingdefects in the Landlord’s Items, or the initial design,construction, reconstruction or renovation of the Building orthe parking lot, or equipment therein, or any tenantimprovements;

 

                                   (3)        Costs, includingpermit, license and inspection costs, associated with alterationsor improvements of the premises of other tenants or occupants ofthe Building or vacant retail space in the Building or incurred inrenovating or otherwise improving, decorating, painting orredecorating vacant space for tenants or other occupants of theBuilding;

                                   (4)        Non-cash items suchas depreciation, amortization, reserves, bad debt losses andreserves therefor, or other non-cash expenses, except foramortization of personal property used in the ordinary course ofoperating and maintaining the Building and the Land and theimprovements thereon;

                                   (5)        Interest, points,fees and principal payments on mortgages and other debt costs, ifany, or amortization on any mortgage or mortgages or any other debtinstrument encumbering the Building;

                                   (6)        Payments pursuant toany ground lease or master space lease;

                                   (7)        Expenses directlyresulting from the breach of this Lease by Landlord, or thenegligence of Landlord, its agents, contractors or employees, orother acts or omissions of tenants other than Tenant;

                                   (8)        Costs for whichLandlord is entitled to be reimbursed by its insurance carrier, anytenant’s carrier, any tenant, any warrantor or any otherthird party;

                                   (9)        Any bad debt loss,rent loss, or legal fees incurred in collecting rent or otherobligations from Building tenants;

                                   (10)      The expense of extraordinaryservices provided to other tenants of the Building or services towhich Tenant is not entitled or costs incurred by Landlord inrespect of breaches of leases or other agreements relating to theBuilding;

                                   (11)      Costs associated with theoperation of the business of the person or entity that constitutesLandlord, as distinguished from the costs of operation of theBuilding, including accounting and legal matters, costs ofdefending any lawsuits with any prospective or actual purchaser,ground lessor or mortgagee, costs of selling, syndicating,financing, mortgaging or hypothecating any of Landlord’sinterest in the Building, costs of any disputes between Landlordand its employees, disputes of Landlord with Building management,and outside fees paid in connection with disputes with othertenants;

 

                                   (12)      The wages of any employee ofLandlord who does not devote substantially all of his or her timeto the Building or common areas of the Building, except to theextent such wages and benefits are reasonably, properly andequitably allocable to time spent by such employee in directlyservicing the Building or Land;

 

                                   (13)      Fees for services rendered by anaffiliate of Landlord to the extent such fees exceed the marketrate payable for comparable services if rendered by unrelated thirdparties of comparable quality, except as pre-approved by Tenant andexcept that management fees shall be included in BuildingExpenses to the extent provided in Section 6.2.2.9;

                                   (14)    Any improvements that under normalaccounting rules should be treated as capital improvements, exceptas expressly permitted by Section 6.2.2.12;

                                   (15)      Fines, penalties, late paymentcharges and interest arising from the acts or inaction of Landlordor failure timely to make tax and/or other payments, except forsuch fines, penalties, late payment charges and interest incurredafter Tenant has failed to pay its share of Taxes pursuant toSection 6.3;

                                   (16)      Capital improvements for therestoration of all or any portion of the Building after theoccurrence of a casualty;

 

                                   (17)      Legal fees, court costs andlitigation related fees, except as expressly permitted bySection 6.2.2.10;

 

                                   (18)      Costs of remediation or cleanupof any Hazardous Materials near, in, on or under the Building orthe Land which are the responsibility of Landlord pursuant toSection 46 below;

 

                                   (19)      Any Building Expenseattributable to any health club or other revenue generatingfacility or amenity (if any) or parking structure;

 

                                   (20)      Costs of repairs or replacementscaused by the exercise of any right of condemnation or eminentdomain by any public or quasi-public authority;

 

                                   (21)      Taxes other than Taxes describedin Section 6.2.3 and other than sales and use taxes onitems the cost of which is properly included in BuildingExpenses;

 

                                   (22)      Salaries and other compensationpaid to executive employees above the grade of building manager(including profit sharing, bonuses and other employee benefitplans);

 

                                   (23)      Costs of tools and equipment inexcess of $3,000 in the aggregate per annum used in the repair and maintenance of the Building;

                                   (24)      Rent, imputed rent, or expensesin lieu of rent for Landlord’s on-site or near-sitemanagement office or any other offices or other spaces in theBuilding used by Landlord or any affiliate of Landlord;

                                   (25)      Costs and expenses of utilitiesdirectly metered or submetered to other tenants of theBuilding, if any, or otherwise payable separately by suchtenants;

                                   (26)      General overhead andadministrative and accounting expenses, except to the extentreasonably and properly directly allocable to the operation of theBuilding;

                                   (27)      Assessments to the extent paidin fewer than the maximum permitted number ofinstallments;

                                   (28)      Costs associated with anyconcessions or incentives granted to other tenants in theBuilding, if any (such as moving expense allowances orreimbursements);

                                   (29)      Costs and expenses of janitorialor other services payable separately by other tenants of theBuilding, if any;

                                   (30)      Rental for items which, ifpurchased rather than rented, would constitute a capitalimprovement specifically excluded by clause (14);

                                  (31)      Marketing costs includingleasing commissions, space planners’ fees, attorneys’fees, advertising expenses, expenses incurred in connection withthe negotiation and preparation of proposals, deal memos, lettersof intent, leases, subleases and/or assignments, space planningcosts and other costs and expenses incurred in connection withlease, sublease and/or assignment negotiations and transactionswith present or prospective tenants or other occupants of theBuilding;

                                   (32)      Costs of acquiring anysculpture, paintings or other artwork;

 

                                   (33)      Costs associated with anyproperty other than the Building or the Land, or the improvementsthereon, except for those costs incurred by Landlord pursuant tothe Association Declaration, but only to the extent such costsrelate, or are attributable, to Landlord’s ownership of thePremises and not to other property owned by Landlord inNational Business Park;

                                   (34)      Excess costs of any workperformed or service provided solely for any other tenant ofthe Building, if any, other than Tenant to a materiallygreater extent than that furnished generally to other tenants andoccupants (such as electricity and cleaning services provided toretail tenants or other charges for after-hours heating or airconditioning, supplemental chilled water charges, and loading dockservices, whether or not reimbursable to Landlord by tenants orother third parties);

 

                                   (35)      Holiday decorations, parties andevents;

                                   (36)      Utilities paid directly byTenant pursuant to Section 24, below;

                                   (37)      All operating expensesassociated with any other building with National BusinessPark.

 

                                   (38)      Charitable and politicalcontributions, advertising and promotional expenditures, includingcosts of staging special events.

 

                                   In addition to the foregoing, all Building Expenses shall bereduced by all cash discounts, trade discounts or quantitydiscounts received by Landlord or Landlord’s managing agentin the purchase of any goods, utilities or services in connectionwith the prudent operation of the Building and the Land. Landlordshall not collect from the tenants of the Building more than onehundred percent (100%) of the actual costs of operating theBuilding and the Land. In the calculation of any Building Expenses,it is understood that no expense shall be charged more than once(whether directly or in Building Expenses). Landlord shallequitably prorate bills for services rendered to the Building andto any other property owned by Landlord.  Landlord shalldiligently and in good faith pursue all insurance, breach ofwarranty or other claims or actions that might result in areduction in Building Expenses payable by Tenant.

           6.3       Rent Adjustments forTaxes.

                       6.3.1    On or before March 31 of each Lease Year,Landlord shall total the Taxes and shall allocate such Taxes to theRentable Area of the Building in the following manner:  Taxesfor the foregoing tax year shall be totaled and such total shall bedivided by the total rentable square feet in the Building therebyderiving the “Cost of Taxes Per Square Foot” ofrentable area.  Notwithstanding the foregoing, if Taxes arenot fully assessed against the Property during the Base Year forTaxes, the Base Year for Taxes shall be deemed to be the fullassessed value of the Taxes for a twelve (12) month period. Notwithstanding anything herein to the contrary, in no event shallTenant be required to pay any additional rent for Taxes for thefirst twelve (12) months after the Building has been fullyassessed.

                               6.3.2    In the event that the Costof Taxes Per Square Foot assessed for any calendar year  aftercalendar year 2005 which is wholly or partly within the Term aregreater than the Base Year Taxes, Tenant shall pay to Landlord, asadditional rent at the time such Taxes are due and payable, theamount of such excess times the number of Rentable Area of thePremises.  Any additional rent due Landlord under this Sectionshall be due and payable within thirty (30) days after Landlordshall have submitted a written statement to Tenant showing theamount due, together with reasonably adequate documentationsufficient to support the amount requested to be paid pursuant tothe invoice after Tenant fully occupies the Building.  ForTenant's obligation for such addi­tional rent at the end of theLease, see Section 6.5.  No later than fifteen (15)days prior to the start of each calendar year after the Base YearTaxes are determined, Landlord will deliver to Tenant itsreasonable estimate of such additional rent with respect to Taxes,and require Tenant to pay each month, in advance, during such year1/12 of such amount, at the time of payment of monthly installmentsof Base Rent.  Tenant shall have the right to examine, atTenant's sole expense, Landlord's records with respect to any suchincreases in rent; provided, however, that unless Tenant shall havegiven Landlord written notice of exception to any such statementwithin thirty (30) days after delivery thereof, the same shall beconclusive and binding on Tenant for the applicable year, subjectto Tenant’s audit rights.     If Landlord has not deliveredthe estimate of Taxes  to Tenant by the first day ofJanuary of the applicable calendar year, Tenant will continuepaying Tenant’s Share of  Taxes based on theTax  estimate for the previous calendar year until the newestimate of Taxes is delivered.  No credit shall be given toTenant if the Cost of Taxes Per Square Foot are less than the BaseYear Taxes.

                       6.3.3    Landlord’s Right to ContestProperty Taxes.  Landlord is not obligated to but maycontest the amount or validity, in whole or in part, of anyTaxes.  Landlord’s contest will be at Landlord’ssole cost and expense, except that if Taxes are reduced (or if aproposed increase is avoided or reduced) because ofLandlord’s contest, Landlord may include in its computationof Taxes the costs and expenses Landlord incurred in connectionwith the contest, including, but not limited to, reasonableattorney’s fees, up to the amount of any Tax reductionLandlord realized from the contest or any Tax increase avoided orreduced in connection with the contest, as the case maybe.

                       6.3.4    Tenant’s Right to  RequestLandlord to Obtain a Reduction in Assessments.  Tenant mayrequest in writing that Landlord, from time to time, but no moreoften than once every two (2) years during the Term, endeavor toobtain a reduction in the assessed valuation of the Building forthe purpose of reducing Taxes.  In such event, Landlord shalluse commercially reasonable efforts to effect such areduction.  Landlord shall have sole control and discretion inits efforts to obtain such reduction in assessments.  Landlordshall credit against Taxes any tax refund payable as a result ofany proceeding instituted pursuant to this Section6.3.4.  In the event Landlord is successful in obtainingsuch reduction in the assessed valuation of the Building, allreasonable costs and expenses incurred by Landlord in such endeavorshall be included in Taxes up to the amount of any tax refundpayable.  To the extent the costs of such proceedings exceedany tax refund or in the event such proceedings are unsuccessful,all such reasonable costs and expenses incurred by Landlord shallbe Tenant’s sole responsibility and shall be charged toTenant as additional rent. **Tenant shall be entitled to therefund of any excess Taxes attributable to Taxes, penalties, finesand interest thereon received by Landlord which has been paid byTenant or which has been paid by Landlord but for which Landlordhas been previously reimbursed in full by Tenant, such amount to bepaid within thirty (30) days after receipt byLandlord.**

           6.4       Rent Adjustments forBuilding Expenses.

                       6.4.1    On or before March 31 of each Lease Year,Landlord shall compute the Building Expenses for such year andshall allocate such costs to the Rentable Area of the Building inthe following manner:  Building Expenses shall be totaled andsuch total shall be divided by the total Rentable Area of theBuilding thereby deriving the “Cost of Building Expenses PerSquare Foot” of rentable area.

                       6.4.2    In the event that the cost of BuildingExpenses Per Square Foot of rentable area for any year aftercalendar year 2005 which is wholly or partly within the Term aregreater than the Base Year Building Expenses, Tenant shall pay toLandlord, as additional rent, the amount of such excess times thenumber of square feet of Rentable Area of the Premises, as setforth in Section 1 above.   If, during any yearthat Tenant is not leasing 100% of the Building,  occupancy ofthe Building during any calendar year is less than one hundredpercent (100%), then Building Expenses for that calendar year shallbe "grossed up" to that amount of Building Expenses that, usingreasonable projections, would normally be expected to be incurredduring the calendar year in question if the Building was onehundred percent (100%) occupied during the applicable calendar yearperiod, as determined under generally accepted accountingprinciples; it being understood that the written statementsubmitted to Tenant shall provide a reasonably detailed descriptionof how the Building Expenses were grossed up and that only thosecomponent expenses that are affected by variations in occupancylevels shall be grossed up.  ** ****Notwithstanding the provisions of****Section1.1.11****, in the eventTenant does not fully occupy the Building during the entire BaseYear for Building Expenses, then the Base year for BuildingExpenses shall be the first twelve (12) calendar months that Tenantfully occupies the Building, provided that if Tenant does not fullyoccupy the Building within eighteen (18) months after theCommencement Date, the Base Year Building Expenses shall be grossedup using the last twelve (12) months of the eighteen (18) monthperiod.**** **Such additional rent shall be computed on ayear-to-year basis.  No later than fifteen (15) days prior tothe start of each calendar year, Landlord will deliver to Tenantits reasonable estimate of such additional rent with respect toBuilding Expenses, and require Tenant to pay each month, inadvance, during such year 1/12 of such amount, at the time ofpayment of monthly installments of Base Rent.  Tenant shallhave the right to examine, at Tenant's sole expense, Landlord'srecords with respect to any such increases in  BuildingExpenses; provided, however, that unless Tenant shall have givenLandlord written notice of exception to any such statement withinthirty (30) days after delivery thereof, Tenant shall pay the samefor the balance of the year, subject to Tenant’s auditrights.     IfLandlord has not delivered the estimate of BuildingExpenses  to Tenant by the first day of January of theapplicable calendar year, Tenant will continue payingTenant’s Share of  Building Expenses based on theBuilding Expense  estimate for the previous calendar yearuntil the new estimate of Building Expenses isdelivered**.****Tenant shall pay any additional rent owed as a resultof increased Building Expenses within thirty (30) days afterdelivery thereof, the same shall be conclusive and binding onTenant for the applicable year, subject to Tenant’s auditrights.**** **Any such additional rentshall be due within thirty (30) days after Landlord has submitted awritten state­ment to Tenant showing the amountdue.    No credit shall be given to Tenant if thecost of Building Expenses Per Square Foot are less than the BaseYear Building Expenses. Notwithstanding anything to the contrarycontained herein, Landlord shall use diligent efforts to keepBuilding Expenses at reasonable amounts, while maintaining theBuilding as a first class office building.

**

                       6.4.3    Tenant shall have the right to (i) provideits own janitorial services to all or any portion of the Premises,and/or (ii) require modifications to the standard office janitorialservice as described in Exhibit “J”hereto.  If Tenant chooses to provide and/or modify suchservices, Landlord and Tenant shall enter into an amendment to thisLease which reduces or increases, as the case may be, the AnnualBase Rent due hereunder from the date Tenant provides such servicesor requires such modifications, as the case may be by the amount ofany savings or increased cost and adjusts the Base Year BuildingExpenses proportionately.  Landlord and Tenant acknowledge andagree that the cost included in the stated Annual Base Rent forstandard unescorted, after-hours  janitorial services isEighty Cents ($0.80) per rentable square foot.

           6.5       Additional RentPayments.  Tenant’s obligation to pay any additionalrent accruing during the Term pursuant to Sections 6.3 and6.4 hereof shall apply pro rata to the proportionate part ofa calendar year as to Taxes and Building Expenses, in which thisLease  ends, for the portion of such year during which thisLease is in effect.  Such obligation to make payments of suchadditional rent shall survive the expiration or sooner terminationof the Term for one (1) year.

           6.6       Payments.  Allpayments or installments of any rent hereunder and all sumswhatsoever due under this Lease (including but not limited to courtcosts and attorneys fees) shall be deemed rent, shall be paid toLandlord at the address designated by Landlord.  If any amountof Annual Base Rent or additional rent shall remain unpaid for ten(10) calendar days after written notice that such payment is pastdue (provided, that in no event shall Landlord be required to givemore than two (2) written notices in any twelve (12) month period), Tenant shall pay Landlord, without notice or demand, a latecharge equal to the greater of (i) $35.00 and (ii) five percent(5%) of such overdue amount to partially compensate Landlord forits administrative costs in connection with such overdue payment;which administrative costs Tenant expressly acknowledges arereasonable and do not constitute a penalty.    Inaddition, such overdue amounts shall bear interest at the rate of15% per annum, but not more than the maximum allowable legal rateapplicable to Tenant (the “Default Rate”) untilpaid.  Additionally, if any of Tenant’s checks forpayment of rent or additional rent are returned to Landlord forinsufficient funds, Tenant shall pay to Landlord as additional rent$50.00 for each such check returned for insufficient funds. Time is of the essence in this Lease. No invoice, nor any requestfor unscheduled additional rent, shall be sufficient unlessaccompanied by receipts or other reasonably adequate documentationsufficient to support the amount requested to be paid pursuant tothe invoice. 

           6.7       Annual Taxes andBuilding Expense Statement.  From and after the RentCommencement Date, after the end of each calendar year, Landlordshall submit to Tenant a statement prepared by Landlord’sproperty management company  (the “Taxes and BuildingExpense Statement”) setting forth in reasonable detailthe Taxes and Building Expenses for such calendar year and theamount (if any) of Tenant’s Share of BuildingExpenses and Taxes for such calendar year.  If Tenant’sShare of the Building Expenses and Taxes so stated is more than theamount (if any) theretofore paid by Tenant for BuildingExpenses and Taxes for the period covered by the Taxes andBuilding Expense Statement, Tenant shall pay to Landlord thedeficiency within thirty (30) days after the submission of theTaxes and Building Expense Statement.  If Tenant’s Shareof the Building Expenses or Tenant’s Share of Taxes so statedis less than the amount (if any) theretofore paid by Tenantfor Building Expenses or Taxes for the period covered bythe Taxes and Building Expense Statement, Landlord shall credit theexcess against the next monthly installment of Annual Base Rentthereafter payable by Tenant under this Lease, except that Landlordshall refund the excess (if any) for the calendar year endingwith or within the last Lease Year to Tenant within forty-five (45)days after submission of the Taxes and Building Expense Statementfor such calendar year.  Tenant’s obligation under thissubsection to pay Tenant’s Share of Building Expensesand Taxes and Landlord’s obligation to reimburse Tenant forany overpayment shall survive the expiration of the Term or theearlier termination of this Lease for one (1) year.

           6.8       Disputes. Each statement of Taxes and Building Expenses  shall bein a form sufficiently detailed and complete for Tenant’sadequate review, sent to Tenant shall be conclusively binding uponTenant unless Tenant shall (i) within thirty (30) days aftersuch  statement is sent, pay to Landlord the amount set forthin such statement, without prejudice to Tenant’s right todispute such  statement, and (ii) within onehundred  eighty (180) days after such  statement isreceived, give notice to Landlord objecting to such  statementand specifying the reasons that such  statement is claimed tobe incorrect. No such objection shall prejudice Tenant’sright to make further objections with respect to thesame            statement within the permitted time periods.  Tenant shallhave the right at its sole cost and expense to review or auditLandlord’s books and records relating to Landlord’scalculation of Building Expenses and Taxes at any timewithin two years from Tenant’s receipt of the statement, andmay use the auditor or reviewer of its choice provided suchauditor’s area of expertise includes lease expenseanalysis.  If the parties are unable to resolve a dispute asto the correctness of a  statement within thirty (30) days following Tenant’s notice of objection, either party mayrefer the issues raised to an accountant reasonably acceptable tothe other party and that has not and does not provide accountingand consulting services to Landlord or Tenant and does nototherwise have any affiliation or business relationship withLandlord or Tenant, and the decision of such accountants shall beconclusively binding upon Landlord and Tenant. The fees andexpenses relating to the accountant hired to conclusively resolvethe dispute as to the correctness of the statement shall beborne by the unsuccessful party (and if both parties are partiallyunsuccessful, the accountants shall apportion the fees and expensesbetween the parties based on the degree of success of eachparty).  In the event there is an adjustment of the statement,the amount owed by either party shall be increased by interest onthe sum owed calculated at  the Default Rate from the date ofthe original payment until the date the adjustment ispaid

           7.         Requirementsof Applicable Law.  Landlord warrants that on the Commencement Date,the Premises shall comply with the Association Declaration and allapplicable Federal, State and local laws, codes, ordinances, rulesand regulations of governmental authorities having jurisdictionover the Property, including, but not limited to, zoning rules andregulations and the Americans with Disabilities Act(“Applicable Laws”).  Tenant, at its sole cost andexpense, shall comply promptly with all Applicable Laws firstenacted after the Rent Commencement Date, which impose any dutyupon Landlord or Tenant with respect to the use, occupancy oralteration of the Premises or any part thereof and for theprevention of fires; provided, however, that Landlord and notTenant shall correct all structural defects in the Buildingnecessary to comply with Applicable Laws, and make all repairs,changes or alterations necessary because the Building was notconstructed in compliance with any of the ApplicableLaws.

           8.         Certificateof Occupancy.  Tenant shall not use or occu­py the Premises inviolation of any certificate of occupancy, permit, or othergovernmental consent issued for the Building.  If anygovernmental authority, after the commencement of the Term, shallcontend or declare that the Premises are being used for a purposewhich is in violation of such certificate of occupancy, permit, orconsent, then Tenant shall, upon five (5) days’ notice fromLandlord, immediately discontinue such use of the Premises. If thereafter the governmental authority asserting such violationcommences or continues criminal or civil proceedings againstLandlord for Tenant’s failure to discontinue such use, inaddition to any and all rights, privi­leges and remedies givento Landlord under this Lease for default therein, Landlord shallhave the right to terminate this Lease forthwith. 

           9.        Contest-Statute, Ordinance, Etc.   Tenant may, after notice to Landlord, byappropriate proceedings conducted promptly at Tenant’s ownexpense in Tenant’s name and whenever necessary inLandlord’s name, contest in good faith the validity orenforcement of any Applicable Laws and may similarly contest anyassertion of violation of any certificate of occupancy, permit, orany consent issued for the Building.  Tenant may, pending suchcontest, defer compliance therewith if, such deferral shall notsubject either Landlord or the Premises or the Property (or anypart thereof) to any penalty, fine or forfeiture, and if Tenantshall post a bond with corporate surety approved by Landlordsufficient, in Landlord’s opinion, fully to indemnifyLandlord from loss.

           10.       Tenant’sImprovements.  

           10.1     Except to the extent that Landlord isresponsible for making improvements to the Premises pursuant toSection 35 of this Lease and subsequent to the installationof Tenant’s Work pursuant to Section 35, Tenant shallmake such improvements to the Premises as it may deem necessary atits sole cost and expense.  Notwithstanding anything herein to the contrary, Tenant shall havethe right to make non-structural alterations which do not affectthe mechanical, electrical or plumbing systems of the Buildingwithout obtaining Landlord’s prior consent, provided thateither (i) such alterations cost less than Fifty  ThousandDollars ($50,000.00) per occurrence during the Initial Term and OneHundred Thousand Dollars ($100,000,00) during any of the RenewalTerm(s), or (ii) are items of decoration, painting orcarpeting.   Landlord will notifyTenant of Landlord’s election to consentor withhold its consent within ten (10) days afterreceiving Tenant’s written request for consent to analteration.  If Landlord does not respond within suchten (10) day period, Landlord shall be deemed to have givenconsent to the proposed alteration. Landlord’sconsent to and/or approval of Tenant’s plans andspecifications for the aforesaid improvements shall create noresponsibility or liability on the part of Landlord for theircompleteness, design sufficiency, or compliance with all laws,rules and regulations of governmental agencies orauthorities.  All alterations, installations, additions orimprovements made by either of the parties hereto upon thePremises, (except for Tenant’s movable office fixtures,furniture and equipment, trade fixtures, generators,uninterruptible power sources,  supplemental HVAC equipment inaddition to the base building systems, and other items identifiedby Tenant prior to the Rent Commencement Date or, after the RentCommencement Date, as mutually agreed upon in writing,collectively, “Tenant’s Personal Property”),shall be the property of Landlord and shall remain upon and besurrendered with the Premises at the termination of this Leasewithout molestation or injury.  Except for Tenant’sPersonal Property, Tenant shall have no obligation to remove anyimprovements to the Premises, made by or on behalf of Tenant,including, without limitation, the Tenant’s Work.  IfTenant fails to remove any of Tenant’s Personal Propertyitems, Landlord shall have the right, but not the obligation, toremove and dispose of such items, and restore the Premisesaccordingly and Tenant shall reimburse Landlord for the costs ofsuch removal, disposal and restoration within thirty (30) daysafter receipt of an invoice therefore, together with interest atthe Default Rate, which shall accrue form the date the costs wereincurred by Landlord.

           10.2         Notwithstandinganything herein to the contrary, within six (6) months after theexpiration or sooner termination of the Term, Landlord, atTenant’s expense, shall have the right to remove all of theimprovements comprising the auditorium in the Building and restorethe level of the floor of such area to match the grade of thebalance of the first floor area (the “RestorationCosts”).  In no event shall the Restoration Costs exceedthe lesser of (i) $67,000.00, or (ii) the amount of costs actuallyincurred by Landlord.  Tenant shall reimburse Landlord forsuch costs within thirty (30) days after receipt of a writteninvoice for such Restoration Costs, together with reasonablesupporting documentation.  Tenant’s obligations underthis Section 10.2 shall survive the expiration or soonertermination of this Lease, unless the parties have agreedspecifically in writing that the provisions of this Section10.2 shall be of no further force and effect.  If Landlordfails to remove such improvements and restore the level of thefloor of such area within the six (6) month period, Tenant shallhave no obligation to reimburse Landlord for the Restoration Costsand the provisions of this Section 10.2 shall be of nofurther force or effect.

           11.       Repairs andMaintenance.

           11.1     Tenant’s Care of the Premisesand Building.  During the Term Tenant shall:

                       (i)         keep theTenant’s Personal Property and the fixtures, appurtenancesand equipment installed on the Premises in good order andcondition, except to the extent such maintenance is the obligationof Landlord pursuant to Section 11.2;

                       (ii)        make repairs andreplacements to the Premises required because of Tenant’smisuse or primary negligence, except to the extent that the repairsor replacements are covered by Landlord’s insurance asrequired hereunder;

                       (iii)       not commitwaste.

           In addition, Tenant shall not place a load upon any floor of thePremises exceeding the floor load per square foot area which suchfloor was designed to carry and which may be allowed underApplicable Laws.  Landlord reserves the right to prescribe theweight and position of all heavy equipment brought onto thePremises and prescribe any reinforcing required under thecircumstances, all such reinforcing to be at Tenant’sexpense.

           11.2     Landlord’s Repairs. Except for the repairs and replacements that Tenant is required tomake pursuant to Section 11.1 above, Landlord shall make allrepairs and replacements to the Premises (excluding items of theTenant’s Work such as wall coverings, carpeting and the like,but including extensions of the Base Building Systems, such asadditional sprinkler heads, VAV boxes, supplemental HVAC units,plumbing systems and the like), Common Areas and the Building(including Building fixtures and equipment) as shall be reasonablydeemed necessary to maintain the Building in a condition comparableto other newly constructed first class suburban office buildings ofcomparable quality in the Baltimore‐Washington corridor area(“Comparable Buildings”).  If Tenant constructsTenant’s Work pursuant to the terms of Section 35, tothe extent that Tenant installs items as part of its improvementsthat Landlord is responsible to maintain during the Term, Tenantshall transfer any warranties to Landlord.  Without limitingthe foregoing, this maintenance shall include (a) the roof,foundation, exterior walls and windows (including interiorsprandrel systems and gaskets), interior structural walls, allstructural components (including the foundation), and all systemssuch as mechanical, electrical, HVAC and plumbing, (b) all landscaping and parking areas at the Property(including snow removal and repair);  (c) all other repairsdeemed reasonably necessary for the prudent management of thePremises or as requested by Tenant.  The costsassociated with such repairs shall be deemed a part of BuildingExpenses; provided, however, that (i) costs of all of such repairswhich would be considered capital in nature under generallyaccepted accounting principles shall be paid by Landlord, (ii) theportion of the costs which are covered by warranties shall not beincluded in the Building Expenses.  There shall be noallowance to Tenant for a diminution of rental value, no abatementof rent, and no liability on the part of Landlord by reason ofinconvenience, annoyance or injury to business arising fromLandlord, Tenant or others making any repairs or performingmaintenance as provided for herein.  Landlord agrees to diligently attend to any repairs ormaintenance needs brought to its attention by written notice fromTenant as soon as reasonably practicable (but in no event shallLandlord commence such repairs or maintenance later than five(5) days (or shorter period as may be reasonably required inan emergency) thereafter or cease to pursue the completion of suchrepair with diligence) and in a commercially reasonable mannercalculated to minimize to the extent possible disruption ofTenant’s business activities.

                       11.2.1  Failure to Repair or Maintain.  If eitherparty fails within the time periods required by this Lease (or suchshorter period as may be required in an emergency) to proceed withdiligence to make any required repairs or perform any maintenance,the other party may do so and the non-performing party shallreimburse the performing party for within thirty (30) days afterreceipt of a written invoice for all reasonable, out-of-pocketcosts and expenses incurred on account thereof, together withinterest at  the Default Rate from the date that such costsand expenses were incurred.    If Landlord fails topay the amounts due in connection with this Section,  Tenantshall have no rights to offset such amounts against futureobligations to pay Annual Base Rent or additional rent until Tenanthas received a final, unappealable, adjudicatorydecision.

                       11.2.2  Interruptions Due to Repairs.

(a)       Landlord shall minimize interference with Tenant’s use andoccupancy of the Premises during the making of any repairs,alterations, additions, improvements, repairs or replacements,Landlord shall provide Tenant with reasonable notice of the scopeand schedule of any such work and, in the event that the completionthereof is reasonably likely to disrupt (other than in a *deminimis* manner) the operation of Tenant’s business at thePremises, Landlord shall perform such work during non-businesshours.  Except as expressly provided in this Lease to thecontrary, there shall be no allowance to Tenant for adiminution of rental value, no abatement of rent, and no liabilityon the part of Landlord by reason of inconvenience, annoyance orinjury to business arising from Landlord, Tenant or others makingany repairs or performing maintenance as provided forherein.

(b)       Notwithstanding anything to the contrary contained in this Lease,if Tenant is unable to use the Building (or any portion thereof)for the ordinary conduct of Tenant’s business due to aninterruption of an Essential Service (as hereinafter defined)resulting from (a)  Landlord’s performance of analteration, addition, impairment, repair or replacement to thePremises, or due to Landlord’s entry into the Premises, orfor any other reason within Landlord’s or its agent’sreasonable control, or (b) any of the causes described inSection 27 hereof, and such condition continues for a period inexcess of six (6) consecutive days after (i) Tenant furnishes anotice to Landlord (the “Abatement Notice”) statingthat Tenant’s inability to so use the Premises (or portionthereof) is due to such condition, and (ii) Tenant does notactually use or occupy the Premises (or portion thereof) duringsuch period for the ordinary conduct of its business,then Annual Base Rent, Taxes and Building Expenses forsuch portion of the Building that is both untenantable andunoccupied (determined based upon the ratio which the squarefootage of such portion of the Building, determined using the BOMAStandard bears to the Rentable Area of the Building) shall beabated on a per diem basis for the period commencing on the seventh(7th) date after the Essential Service is interruptedand ending on the earlier of (x) the date Tenant reoccupies suchportion of the Premises for the ordinary conduct of its business,and (y) the date on which such condition is remedied in allmaterial respects.  “Essential Service” shall meanany of the service and utilities described in Section 23hereof. 

           11.3     Time for Repairs.  Repairsor replacements required pursuant to Section 11.1 and11.2 above shall be made within a reasonable time except inmatters of security and safety in which case the repairs shall bemade as expeditiously as possible (depending on the nature of therepair or replacement needed - generally no more than fifteen (15)days) after receiving notice or having actual knowledge of the needfor a repair or replacement.

           11.4     Surrender of thePremises.  Upon the termination of this Lease, Tenantshall surrender the Premises to Landlord in the same broom cleancondition that the Premises were in on the date the Tenant’sWork is substantially completed except for:

                       (i)         ordinary wearand tear;

                       (ii)        damage by theelements, fire, and other casualty unless Tenant would be requiredto repair under the provisions of this Lease;

                       (iii)       damage arising from anycause not required to be repaired or replaced by Tenant;and

                       (iv)       alterations as permittedby this Lease unless consent was conditioned on theirremoval.

           On surrender*,*   Tenant shall remove from the Premisesits Tenant’s Personal Property and repair any damage to thePremises caused by its removal.  Any items not removed byTenant as required above shall be considered abandoned. Landlord may dispose of abandoned items as Landlord chooses andbill Tenant for the cost of their disposal.

           12.       Conduct onPremises.  Tenant shall not do, or permit anything to be done inthe Premises, or bring or keep anything therein which shall, in anyway, increase the rate of fire insurance on the Building, orinvalidate or conflict with the fire insurance policies on theBuilding, fixtures or on property kept therein, or obstruct orinterfere with the rights of Landlord or of other tenants, or inany other way injure or annoy Landlord or the other tenants, orsubject Landlord to any liability for injury to persons or damageto property, or interfere with the good order of the Building, orconflict with Applicable Laws, or the Maryland Fire UnderwritersRating Bureau.  Tenant agrees that any increase of fireinsurance premiums on the Building or contents caused by theoccupancy of Tenant, Tenant's employees, agents, servants, orinvitees shall, as they accrue be added to the rent heretoforereserved and be paid as a part thereof; and Landlord shall have allthe rights and remedies for the collection of same as are conferredupon Landlord for the collection of rent provided to be paidpursuant to the terms of this Lease.

           13.       Insurance. 

           13.1     Tenant’s Insurance. Tenant shall keep in force at its own expense, so long as thisLease remains in effect, (a) public liability insurance, includinginsurance against assumed or contractual liability under thisLease, with respect to the Premises, to afford protection withlimits, per person and for each occur­rence, of not less thanTwo Million Dollars ($2,000,000), combined single limit, withrespect to personal injury and death and prop­erty damage, suchinsurance to provide for only a reasonable deductible, (b) all-riskproperty and casualty insurance, including theft, written atreplacement cost value and with replacement cost endorsement,covering all of Tenant’s personal property in the Premisesand all improvements and installed in the Premises by or on behalfof Tenant whether pursuant to the terms of Section 35,Section 10, or otherwise, such insurance to provide for onlya reasonable deductible, (c) if, and to the extent, required bylaw, workmen’s compensation or similar insurance offeringstatutory coverage and containing sta­tutory limits, (d)insurance of all plate and other interior glass in the Premises forand in the name of Landlord, and (e) business interruptioninsurance in an amount sufficient to reimburse Tenant for loss ofearnings attributable to prevention of access to the Building orthe Premises for a period of at least twelve (12) months. Such policies shall be maintained in companies and in formreasonably acceptable to Landlord and shall be written as primarypolicy coverage and not contributing with, or in excess of, anycoverage which Landlord shall carry.  Tenant shall deposit thepolicy or policies of such required insurance or certificatesthereof with Landlord prior to the Commencement Date, whichpolicies shall name Landlord or its designee and, at the request ofLandlord, its mortgagees, as additional  insured and shallalso contain a provision stating that such policy or policies shallnot be canceled except after thirty (30) day’s written noticeto Landlord or its designees.  All such policies ofin­surance shall be effective as of the date Tenant occupiesthe Premises and shall be maintained in force at all times duringthe Term of this Lease and all other times during which Tenantshall occupy the Premises. Any insurance required of Tenanthereunder may be furnished by Tenant under a blanket policy carriedby it, provided that such blanket policy shall contain anendorsement that names Landlord as an additional insured,specifically references the Premises, and guarantees a minimumlimit available for the Premises equal to or greater than theinsurance amounts required under this Article. 

           In addition to the foregoing insurance coverage, Tenant shallrequire any contractor retained by it to perform work on thePremises to carry and maintain, at no expense to Landlord, duringsuch times as contractor is working in the Premises, anon-deductible (i) comprehensive general liability insurancepolicy, including, but not limited to, contractor’s liabilitycoverage, contractual liability coverage, completed operationscoverage, broad form property damage endorsement andcontractor’s protective liability coverage, to affordprotection with limits per person and for each occurrence, of notless than Two Hundred Thousand Dollars ($200,000.00), combinedsingle limit, with respect to personal injury and death andproperty damage, such insurance to provide for no deductible, and(ii) workmen’s compensation insurance or similar insurance inform and amounts as required by law. 

           In the event of damage to or destruction of the Premises and thetermination of this Lease by Landlord pursuant to Section 18herein, Tenant agrees that it shall pay Landlord all of itsinsurance proceeds relating to improvements made in the Premises byor on behalf of Tenant whether pursuant to the terms of Section35, Section 10, or otherwise.  If Tenant fails tocomply with its covenants made in this Section, if such insurancewould terminate or if Landlord has reason to believe such insuranceis about to be terminated, Landlord may at its option cause suchinsurance as it in its sole judgment deems necessary to be issued,and in such event Tenant agrees to pay promptly uponLandlord’s demand, as additional rent the premiums for suchinsurance.

           13.2     Landlord’sInsurance.  Throughout the Term,Landlord shall maintain standard All Risk Coverage insurance on thePremises, including the Base Building Shell, Tenant’sWork and subsequent alterations (but excludingTenant Personal Property) insuring against such perils as arenormally insured against by prudent owners of Comparable Buildingsfor the full replacement value thereof; provided, however, Landlordshall only be required to maintain insurancefor Tenant’s Work and subsequent alterations to theextent Tenant has provided Landlord the Construction Documents (asdefined in Section 35), the construction documents forany alteration, and reasonably detailed schedules satisfactoryto Landlord’s insurer, describing the property to beinsured.  Without limitation, such insurance shallinclude:  (i) insurance on the Building and other improvementsand its property therein against fire and casualty and other risksas may be included in extended coverage casualty insurance in anamount equal to full replacement value of the Building, and rentloss insurance protecting Landlord against abatement or loss ofrent in an amount equal to the rent and additional rent paid byTenant under this Lease.  Landlord shall include within thecoverage of its fire and extended coverage insurance anyimprovements and betterments which may be made on behalf of or paidby the Tenant to the extent that same are customarily insurable aspart of the realty; (ii) comprehensive general liabilityinsurance with a minimum combined single limit of liability of$2,000,000 for the protection of the Landlord against all claimsfor bodily injury (including death) and for the property damageincurred in, or about the Premises for which the Landlord islegally liable, in respect of injury in or about the Premises ordeath of one or more persons, in respect of one or moreoccurrences, and in respect of damage to property and including allcontractual obligations coverage and including actions of theemployees, contractors, subcontractors, invitees, agents and othersworking on behalf of the Landlord; (iii) broad boiler and machineryinsurance covering property damage; and (iv) such other insuranceas it is or may become customary for owners of Comparable Buildingsto carry for loss of or damage to the property, or liabilityarising therefrom.  Such insurance shall be maintained with aninsurance company authorized to do business in the State ofMaryland, with a then current Alfred M. Best Company, Inc. (or ifit no longer exists, a comparable rating service) general policymaker’s rating of A- or better and financial size category ofClass X or higher.  Landlord shall promptly deliver to Tenantnotice of (i) any substitution of such company or companies, and(ii) any change in their Alfred M. Best Company, Inc. generalpolicy maker’s rating of any such company or substitutedcompany. The deductible on Landlord’s All Risk CoverageInsurance shall not exceed One Hundred Thousand Dollars($100,000.00) or such greater amount as may customarily be acceptedfrom time to time by prudent owners of Comparable Buildings. Landlord shall name Tenant as an additional insured onLandlord’s public liability insurancepolicy.

           13.3     Waiver of Subrogation. Each party hereto waives claims arising in any manner in its favorand against the other party and agrees that neither party heretoshall be liable to the other party or to any insurance company (byway of subrogation or otherwise) insuring the other party for anyloss or damage to the Building, the Premises or other tangibleproperty, or any resulting loss of income, or losses underworker’s compensation laws and benefits, or against liabilityon or about the Building, even though such loss or damage mighthave been occasioned by the negligence of such party, its agents oremployees if any such loss or damage is covered by insurancebenefiting the party suffering such loss or damage as was requiredto be covered by insurance carried pursuant to this Lease. Landlord shall cause each insurance policy carried by it insuringagainst liability on or about the Building or insuring the Premisesand the Building or income resulting therefrom against loss by fireor any of the casualties covered by the all-risk insurance carriedby it hereunder to be written in such a manner as to provide thatthe insurer waives all right of recovery by way of subrogationagainst Tenant in connection with any loss or damage covered bysuch policies.  Tenant shall cause each insurance policycarried by it insuring against liability or insuring theTenant’s Personal Property against loss by fire or any of thecasualties covered by the all-risk insurance required hereunder tobe written in such a manner as to provide that the insurer waivesall right of recovery by way of subrogation against Landlord inconnection with any loss or damage covered by suchpolicies. 

           14.       Rules andRegulations.  Tenant shall be bound by the rules and regulations setforth on the schedule attached hereto as Exhibit“B” and made a part hereof,provided, that in case of any conflict or inconsistency between theprovisions of this Lease and any of the rulesand regulations as originally promulgated or as supplementedor amended from time to time, the provisions of this Lease shallcontrol.  Landlord shall have the right, from time totime, subject to Tenant’s prior consentas long as Tenant leases at least seventy-five percent (75%) of theBuilding, to issue additional or amended rules andregulations regarding the use of the Building, so long as the rulesshall be reasonable, non-discriminatory between tenants, impose nocost on Tenant, do not reduce any rights of Tenant under thisLease.  When so issued the same shall be considered a part ofthis Lease and Tenant covenants that the additional or amendedrules and regulations shall likewise be faithfully observed byTenant, the employees of Tenant and all persons invited by Tenantinto the Building.

           15.       Mechanics’Liens. Tenant shall not do or suffer to be done any act, matter or thingwhereby Tenant’s interest in the Premises, or any partthereof, may be encumbered by any mechanics’ lien. Tenant shall discharge by payment, filing of a bond, or otherwise,within thirty (30) days after the date of filing, anymechanics’ liens filed against Tenant’s interest in thePremises, or any part thereof, purporting to be for labor ormaterial furnished or to be fur­nished to Tenant. Landlord shall not be liable for any labor or materials furnishedor to be furnished to Tenant upon credit, and no mechanics’or other lien for labor or materials shall attach to or affect thereversionary or other estate or interest of Landlord in and to thePremises, or the Property.

           16.       Tenant’s Failure toRepair.  In the event that Tenant fails after thirty (30) daysprior written notice from Landlord, to keep the Premises in a goodstate of condition and repair pursuant to Section 11 above,or to do any act or make any payment required under this Lease orotherwise fails to comply herewith, Landlord may, at its option(but without being obliged to do so) immediately, or at any timethereafter and without notice, perform the same for the account ofTenant, including the right to enter upon the Premises at allreasonable hours to make such repairs, or do any act or make anypayment or compliance which Tenant has failed to do, and upondemand, Tenant shall reimburse Landlord for any reasonable out ofpocket expense incurred by Landlord including but not limited toany costs, damages and reasonable counsel fees.  Any moneysexpended by Landlord, as aforesaid, shall be deemed additionalrent, collectible as such by Landlord.  All rights given toLandlord in this Section shall be in addition to any other right orremedy of Landlord herein contained.

           17.       Property -- Loss,Damage.  Landlord, its agents and employees shall not be liableto Tenant for (i) any damage or loss of property of Tenant placedin the custody of persons employed to provide services for orstored in or about the Premises and/or the Building, unless suchdamage or loss is the result of the negligence of Landlord, and(ii) interference with the light, air, or other incorporealhereditaments of the Premises.

           18.       Destruction -- Fire or OtherCasualty.  In case of damage to the Premises by fire or othercasualty insured against by Landlord, Tenant shall give immediatenotice thereof to Landlord, who shall thereupon cause damage to allproperty owned by it to be repaired with reasonable speed atexpense of Landlord to substantially the condition of the Premisesprior to the damage, subject to customary requirements of anymortgage regarding placement of proceeds into trust, submittingrequisitions, etc., due allowance being made for reasonable delaywhich may arise by reason of adjustment of loss under insurancepolicies on the part of Landlord and/or Tenant, and for reasonabledelay on account of “labor troubles” or any other causebeyond Landlord’s control.  To the extent that thePremises are rendered untenantable in whole or in part the rentshall proportionately abate from the date of such casualty. In the event the damage shall be so extensive as to render thewhole Building untenantable or not reasonably usable by Tenant forits business purposes, then this Lease, at the option of Tenant orLandlord, shall be terminated upon written notice and the rentshall, in such event, be paid to or adjusted as of the date of suchdamage, and the terms of this Lease shall expire by lapse of timeand conditional limitation upon the third day after such notice ismailed, and Tenant shall thereupon vacate the Premises andsurrender the same to Landlord, but no such termination shallrelease either party from any liability such party to the otherarising from such damage or from any breach of the obligationsimposed on such party hereunder, or from any obligations accruedhereunder prior to such termination.

           In addition, in the event that (a) Landlord fails to notify Tenantof the estimated time to complete the restoration within thirty(30) days after the casualty, (b) Landlord estimates that itsrepairs will take more than  two hundred seventy (270) daysfor any areas of the Premises, or (c) Tenant is actually deprivedof the use of all or any substantial portion of the Premises for aperiod in excess of   two hundred seventy (270) days forany areas of the Premises, Tenant shall have the right, by writtennotice to Landlord to terminate the Lease as of the date of thecasualty, provided that Tenant gives its notice within (45) daysafter the date of the casualty in the case of subparagraph (a)above, within thirty (30) days after receipt of Landlord’snotice of the estimated time to complete the restoration or repairin the case of subparagraph (b) above, or within thirty (30) daysafter failing to meet the deadline set forth in subparagraph (c)above.  .

           19.       EminentDomain.

(a)        Ifall or substantially all of the Building shall be acquired orcondemned for any public or quasi-public purpose, other than on atemporary basis, this Lease shall terminate and the Term shall endas of the date of the vesting of title and rent shall beprorated and adjusted as of such date.

(b)        Ifonly a part of the Building shall be acquired or condemnedthen, except as hereinafter provided in this Section19, this Lease and the Term shall continue in full force andeffect, provided that from and after the date of the vesting oftitle, the rent shall be equitably reduced to reflect thereduction of the Premises as a result of such acquisition orcondemnation.

(c)        If(i) the part of the Premises so acquired or condemned containsmore than thirty-three percent (33%) of the total area of theBuilding and such condemnation lasts for a period of 120 days, or(ii) if, by reason of such acquisition or condemnation, Tenantno longer has reasonable means of access to the Premises (includingthe Building and the parking lot) for more than 120consecutive days, then Tenant may terminate this Lease by notice toLandlord given within thirty (30) days following the date uponwhich Tenant received notice of such acquisition orcondemnation.  If Tenant so notifies Landlord, this Leaseshall end and expire upon the thirtieth (30th) dayfollowing the giving of such notice.  If a part of thePremises shall be so acquired or condemned and this Lease and theTerm shall not be terminated in accordance with this Section19 Landlord, at Landlord’s expense, but without requiringLandlord to spend more than it collects as an award, shall, subjectto the provisions of any mortgage, restore that part of thePremises not so acquired or condemned to a self-contained rentalunit as substantially equivalent as reasonably possible (withrespect to character, quality, appearance and services) to thatwhich existed immediately prior to such acquisition orcondemnation, excluding Tenant’s Personal Propertyand Annual Base Rent shall be equitably reduced for thebalance of the Term. 

(d)       Upon any termination of this Lease pursuant to the provisions ofthis Section 19, rent shall be apportioned as of, andshall be paid or refunded up to and including, the date of suchtermination.  This provision shall survive expiration orearlier termination of the Lease.

(e)        Ifall or any part of the Premises is acquired or condemned for lessthan 120 days during the Term for any public or quasi-public use orpurpose, Tenant shall give prompt notice to Landlord and the Termshall not be reduced or affected in any way and Tenant shallperform all of its other obligations under this Lease, except tothe extent prevented from doing so by the condemning authority,provided that rent shall be proportionally abated for theamount of time any such part of the Premises is unusable by Tenantand Tenant shall be entitled to receive any award or payment fromthe condemning authority for such use.

           In case of any taking or condemnation, whether or not the Term ofthis Lease shall cease and terminate, the entire award shall be theproperty of Landlord, and Tenant hereby assigns to Landlord all itsright, title and interest in and to any such award, except thatTenant shall be entitled to claim, prove and receive in theproceedings such awards as may be allowed for moving expenses, lossof profit and fixtures and other equipment installed by it*,*any improvements which it may or is required to remove at the endof the Term of this Lease, and an amount with respect toTenant’s improvements and alterations (including thosedescribed in Article 35) in excess of the then unamortizedamount (amortized over ten (10) years) of the Allowance and theAmortized Allowance, and also for any item which shall not, underthe terms of this Lease, be or become the property of Landlord atthe termination hereof and any other amount allowed bylaw.

           20.       Assignment.  So long as Tenant is notin default of any of the terms and conditions hereof, after thegiving of all required notices and the expiration of all cureperiods, Landlord shall not unreasonably withhold its consent to anassignment of this Lease or sublease of the Premises (a“Transfer”) for any of the then remaining portion ofthe unexpired Term or any portion of the Premises provided: (i) the net assets of the assignee or sublessee (a“Transferee”) shall be sufficient in Landlord’sreasonable determination to perform its obligations under theproposed assignment or sublease; (ii) in the event of anassignment, such Transferee shall assume in writing all ofTenant’s obligations under this Lease; (iii) in the event ofa sublease, such sublease shall in all respects be subject to andin conformance with the terms of this Lease; and (iv) in all eventsTenant continues to remain liable on this Lease for the performanceof all terms, including but not limited to, payment of all rent duehereunder.  Landlord will notify Tenant ofLandlord’s election to consent or withhold itsconsent within ten (10) days after receiving Tenant’s writtenrequest for consent to a Transfer.  If Landlord does notrespond within such ten (10) day period, Landlord shall bedeemed to have given consent to the proposed Transfer.If this Lease  is assigned, or if the Premises or any partthereof  is underlet or occupied by anybody other than Tenant,Landlord may, after default by Tenant, collect rent from theassignee, undertenant or occupant and apply the net amountcollected to the rent herein reserved, but no such collection shallbe deemed a waiver of this covenant, or the acceptance of theassignee, undertenant or occupant as tenant, or a release of Tenantfrom the further observance and performance by Tenant of thecovenants herein contained. For purposes of the foregoing, atransfer by operation of law or transfer of a controlling interestin Tenant as same exists as of the date hereof, shall be deemed tobe an assignment of this Lease.  No Transfer, regardless ofwhether Landlord’s consent has been granted or withheld,shall be deemed to release Tenant from any of its obligations norshall the same be deemed to release any person guaranteeing theobligations of Tenant hereunder from their obligations asguarantor.  Landlord’s acceptance of any name submittedby Tenant, an agent of Tenant, or anyone acting by, through orunder Tenant for the purpose of being listed on the Buildingdirectory will not be deemed, nor will it substitute for,Landlord’s consent, as required by this Lease, to anyTransfer or other occupancy of the Premises by anyone other thanTenant or Tenant’s employees.  Fifty percent (50%) ofany profit or additional consideration or rent in excess of theAnnual Base Rent or additional rent payable by Tenant hereunder(after taking into account tenant improvements for the proposedassignee or sublessee, legal fees and leasing commissions,undepreciated costs of tenant improvements made to the Premises byTenant (or by Landlord at Tenant’s request and atTenants’ expense) in excess of the Allowance and other costsand expenses Tenant incurs in connection with the Transfer) whichis payable to Tenant as a result of any assignment or sublettingshall be paid to Landlord as additional rent when received byTenant.  All the foregoing notwithstanding, Tenant shall notenter into any lease, sublease, license, concession or otheragreement for the use, occupancy or utilization of the Premises orany portion thereof, which provides for a rental or other paymentfor such use, occupancy or utilization based in whole or in part onthe income or profits derived by any person or entity from theproperty leased, used, occupied or utilized. Any such purportedlease, sublease, license, concession or other agreement shall beabsolutely void and ineffective as a conveyance of any right orinterest in the possession, use or occupancy of any part of thePremises. Any consent by Landlord hereunder shall not constitute awaiver of strict future compliance by Tenant with the provisions ofthis Article.

           Notwithstanding the foregoing, without the consent and approval ofLandlord, Tenant shall have the right to Transfer the Premises orany portion thereof without Landlord’s consent (however,Tenant shall endeavor to provide prior written notice thereof alongwith a true and complete copy of the sublease or assignmentdocument) to (a) any Affiliate of Tenant, (b)any entity in which or with which Tenant, or itscorporate successors or assigns, is merged or consolidated, inaccordance with applicable statutory provisions regarding mergerand consolidation of corporations, or (c) any entity thatacquires all or substantially all of Tenant’s assets or stockor all of the assets of an operating division of Tenant, andin any event shall notify Landlord in writing within thirty (30)days of the effective date of such assignment or sublease. For the purposes hereof, “Affiliate” means any person or entity that, directly or indirectly,controls, is controlled by or is under common control withTenant.  For purposes of this definition, "control" meanspossessing the power to direct or cause the direction of themanagement and policies of the entity by the ownership of amajority of the voting interests of the entity. Notwithstanding the foregoing, Landlord acknowledges that Tenantintends to allow individuals (or teams of individuals) working onprojects with Tenant, Tenant’s business invitees andTenant’s customers to temporarily use and occupy the Premisesincluding, without limitation, employees of third party businesseswhose co-location with Tenant at the Premises facilitatesTenant’s business operations or its ability to meet itsobligations to customers (any of the foregoing herein call a“Permitted Occupant”).  Provided that such use andoccupancy is subject to all of the terms and conditions of thisLease and provided that (A) Tenant remains fully liable under thisLease; and (B) the occupancy arrangement is not a subterfuge byTenant to avoid its obligations under this Article 20, then anysuch occupancy arrangement shall not be deemed a Transferunder this Section 20 nor be a violation of thisLease.  None of the foregoing shall prohibit Tenant fromrecovering an equitable portion of its costs (including a pro rataportion of Tenant’s rental obligations) from any PermittedOccupant.

           21.       Default; Remedies; Damages,Bankruptcy of Tenant.  Any one or more of the following events shallconstitute an “Event of Default” hereunder, atLandlord’s election:  (a) the sale of Tenant’sinterest in the Premises under attachment, execution or similarlegal process or, the adjudication of Tenant as a bankrupt orinsolvent, unless such adjudication is vacated within thirty (30)days; (b) the filing of a voluntary petition proposing theadjudication of Tenant (or any guarantor of Tenant’sobligations hereunder) as a bankrupt or insolvent, or thereorganization of Tenant (or any such guarantor), or an arrangementby Tenant (or any such guarantor) with its creditors, whetherpursuant to the Federal Bankruptcy Code or any similar federal orstate proceeding, unless such petition is filed by a party otherthan Tenant (or any such guarantor) and is withdrawn or dismissedwithin thirty (30) days after the date of its filing; (c) theadmission, in writing, by Tenant (or any such guarantor) of itsinability to pay its debts when due; (d) the appointment of areceiver or trustee for the business or property of Tenant (or anysuch guarantor), unless such appointment is vacated within thirty(30) days of its entry; (e) the making by Tenant (or any suchguarantor) of an assignment for the benefit of its creditors, orif, in any other manner, Tenant’s interest in this Leaseshall pass to another by operation of law; (f) the failure ofTenant to pay any rent, additional rent or other sum of money whendue and such failure continues for a period of ten (10) days afterreceipt of written notice that the same is past duehereunder;****(g) if Tenant fails to pay any rent or additionalrent when due after Landlord shall have given Tenant written noticewith respect to such non-payment twice in any twelve (12) monthperiod as provided in subsection (f) above; (h) Tenant shall failto move into or take possession of the Premises within two hundredten (210) days after the Rent Commencement Date; and (i) thedefault by Tenant in the performance or observance of any covenantor agreement of this Lease (other than a default involving thepayment of money), which default is not cured within thirty (30)days after the giving of written notice thereof by Landlord, unlesssuch default is of such nature that it cannot be cured within suchthirty (30) day period, in which case no Event of Default shalloccur so long as Tenant shall commence the curing of the defaultwithin such thirty (30) day period and shall thereafter diligentlyprosecute the curing of same. 

           Upon the occurrence and continuance of an Event of Default,Landlord, with such notice to Tenant as provided for by law or asexpressly provided for herein, may do any one or more of thefollowing:  (a) perform, on behalf and at the expense ofTenant, any obligation of Tenant under this Lease which Tenant hasfailed to perform and of which Landlord shall have given Tenantwritten notice, the cost of which performance by Landlord,together, with interest thereon at the Default Rate, from the dateof such expenditure, shall be deemed additional rent and shall bepayable by Tenant to Landlord upon demand; (b) elect to terminatethis Lease and the tenancy created hereby by giving notice of suchelection to Tenant in which event Tenant shall be liable for Base Rent, additional rent, and other indebtedness that otherwisewould have been payable by Tenant during the remainder of the Termhad there been no Event of Default, and on notice reenter thePremises, by summary proceedings or otherwise remove Tenant and allother persons and property from the Pre­mises, and store suchproperty in a public warehouse or elsewhere at the cost and for theaccount of Tenant, without resort to legal process and withoutLandlord being deemed guilty of trespass or becoming liable for anyloss or damage occasioned thereby; and  also, the right, butnot the obligation, to re-let the Premises for any unexpiredbalance of the Term, and collect the rent therefor.  In theevent of such re‐letting by Landlord, the re-letting shall beon such terms, conditions and rental as Landlord may deem proper,and the proceeds that may be collected from the same, less theexpense of re-letting (including rea­sonable leasing fees andcommissions and reasonable costs of renovating the Premises), shallbe applied upon Tenant’s rental obligation as set forth inthis Lease for the unexpired portion of the Term.  Tenantshall be liable for any balance that may be due under this Lease,although Tenant shall have no further right of possession of thePremises and Landlord shall not be liable for, nor shallTenant’s obligations hereunder be diminished by reason of,any failure by Landlord to relet the Premises or any failure byLandlord to collect any rent due upon such reletting and(c) exercise any other legal or equitable right or remedywhich it may have at law or in equity.  Notwithstanding theprovisions of clause (a) above and regardless of whether an Eventof Default shall have occurred, Landlord may exercise the remedydescribed in clause (a) without any notice to Tenant if Landlord,in its good faith judgment, believes it would be materially injuredby the failure to take rapid action, or if the unperformedobligation of Tenant constitutes an emergency. 

           TO THE EXTENT PERMITTED BY LAW, TENANT HEREBY EXPRESSLY WAIVES ANYAND ALL RIGHTS OF REDEMPTION, GRANTED BY OR UNDER ANY PRESENT ORFUTURE LAWS IN THE EVENT OF TENANT’S BEING EVICTED ORDISPOSSESSED FOR ANY CAUSE, OR IN THE EVENT OF LANDLORD’SOBTAINING POSSESSION OF THE PREMISES, BY REASON OF THE VIOLATION BYTENANT OF ANY OF THE COVENANTS AND CONDITIONS OF THIS LEASE, OROTHERWISE. LANDLORD AND TENANT HEREBY EXPRESSLY WAIVE TRIAL BY JURYIN ANY ACTION OR PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTYHERETO AGAINST THE OTHER PARTY ON ANY AND EVERY MATTER, DIRECTLY ORINDIRECTLY ARISING OUT OF OR WITH RESPECT TO THIS LEASE, INCLUDING,WITHOUT LIMITATION, THE RELATIONSHIP OF LANDLORD AND TENANT, THEUSE AND OCCUPANCY BY TENANT OF THE PREMISES, ANY STATUTORY REMEDYAND/OR CLAIM OF INJURY OR DAMAGE REGARDING THIS LEASE.

           Any reasonable costs and expenses incurred by Landlord (including,without limitation, reasonable attorneys' fees) in enforcing any ofits rights or remedies under this Lease following an Event ofDefault, provided that Tenant shall not be obligated to pay suchcosts and expenses if it objects in writing to the validity of theEvent of Default, shall be deemed to be additional rent and shallbe repaid to Landlord by Tenant upon demand; and provided furtherthat, if a formal adjudicatory matter is initiated and there is afinal adjudicatory decision, the non-prevailing party shall pay thereasonable attorneys’ fees of the prevailingparty. 

           Notwithstanding any of the other provisions of this Lease, in theevent Tenant shall voluntarily or involuntarily come under thejurisdiction of the Federal Bankruptcy Code and thereafter Tenantor its trustee in bankruptcy, under the authority of and pursuantto applicable provisions thereof, shall have the power and so usingsame determine to assign this Lease, Tenant agrees that (i) Tenantor its trustee shall provide to Landlord sufficient informationenabling it to independently determine whether Landlord will incuractual and substantial detriment by reason of such assignment and(ii) “adequate assurance of future performance” underthis Lease, as that term is generally defined under the FederalBankruptcy Code, shall be provided to Landlord by Tenant and itsassignee as a condition of the assignment.

               If this Lease is terminated by Landlord pursuant tothis Section 21, Tenant shall, nevertheless, remain liablefor all rent and damages which may be due or sustained prior tosuch termination, and all reasonable costs, fees and expensesincluding, but not limited to expenses incurred by Landlord inpursuit of its remedies hereunder, or in renting the Premises toothers from time to time and additional damages (the "LiquidatedDamages"), which shall be an amount equal to the total rent which,but for termination of this Lease, would have become due during theremainder of the Term, less the amount of rent, if any, whichLandlord shall receive during such period from others to whom thePremises may be rented (other than any additional rent received byLandlord as a result of any failure of such other person toper­form any of its obligations to Landlord), in which casesuch Liquidated Damages shall be computed and pay­able inmonthly in­stallments, in advance on the first day of eachcalendar month following termination of the Lease and continuinguntil the date on which the Term would have expired but for suchtermina­tion, and any suit or action brought to collect anysuch Liqui­dated Damages for any month shall not in any mannerprejudice the right of Landlord to collect any Liquidated Damagesfor any subse­quent month by a similar proceeding.

           If this Lease is terminated pursuant to this Section 21,Landlord may relet the Premises or any part thereof, alone ortogether with other premises, for such term(s) which may be greateror less than the period which otherwise would have constituted thebalance of the Term and on such terms and conditions (which mayinclude concessions, free rent and/or alterations of the Premises)as Landlord, in its sole discretion, may determine, but Landlordshall not be liable for, nor shall Tenant's obligations hereunderbe diminished by reason of, any failure by Landlord to relet thePremises or any failure by Landlord to collect any rent due uponsuch reletting.

           22.       Landlord’sDefault.  If Landlord shall fail to perform any of the covenantsor agreements in this Lease on the part of Landlord to beperformed, and if the default shall continue for thirty (30) days(or such lesser reasonable period of time if emergency repairs orreplacements are required) following written notice thereof fromTenant to Landlord to cure the specific default or defaults, inaddition to all other remedies provided hereunder or now orhereafter afforded or provided by law or equity (which remediesshall be cumulative and non-exclusive), Tenant may at its electionperform such covenant, agreement or work for or on behalf of theLandlord; provided, however, Tenant shall not have any cure rightsif the default is not capable of being cured within thirty (30)days, but Landlord has commenced the cure within the thirty (30)day period and is diligently prosecuting the cure tocompletion.  Any amount which Tenant shall advance inconnection therewith shall be repaid by Landlord to Tenant, withintwenty (20) days after written demand from Tenant, accompanied withreasonable supporting documentation, together with interest thereonat  the Default Rate per annum from the date of such advanceto the repayment thereof in full.  If Landlord fails payTenant within the twenty (20) day period, Tenant shall only bepermitted to offset the amount due against Annual Base Rent afterobtaining a final, unappealable decision in its favor from anadjudicatory body.  Notwithstandinganything to the contrary in the previous sentence, in an emergency,Tenant shall have the right to fulfill Landlord’s obligationon behalf of Landlord, after reasonable (in the circumstances) oralnotice to Landlord at Landlord’s cost which cost shall bereimbursed by Landlord as set forthabove.

           23.       Services andUtilities.  Throughout the Term, Landlord shallmaintain the Premises in a first-class manner consistent withComparable Buildings, shall operate all Base Building Systemsconsistent with the Final Base Building Plans, andLandlord shall provide the following listed services and utilities,namely:

           (a)        heating, ventilation,and air conditioning (“HVAC”) for the 24 hours a day, seven days a week, as determined by Tenantpursuant to the computer-controlled system for the Building which,as long as Tenant leases the entire Building, will be underTenant’s control ;

           (b)        electric energy inaccordance with Section 24 following;

           (c)        automatic passengerelevator service 24 hours a day, seven days aweek, in accordance with the Final BaseBuilding Plans;

           (d)        evening, unescortedjanitorial services to the Premises in accordance with the cleaningspecifications attached as Exhibit“J”;

           (e)        hot and cold watersufficient for drinking, kitchen, lavatory toilet and ordinarycleaning purposes from fixtures either within the Premises all in accordance with the specifications containedwithin the Final Base Building Plans and the ConstructionDocuments;

           (f)         replacement ofceiling tiles and all lighting tubes, lamp ballasts and bulbs inthe Premises;

           (g)        extermination andpest control when and if necessary or at the request of Tenant;and

           (h)        maintenance of CommonAreas in a manner consistent with other ComparableBuildings.

           (i)         landscaping,road and driveway repair and snow removal and maintenance of allimprovements on the  Property consistent with that foundin Comparable Buildings;

           (j)         A controlledaccess security system for the Building permitting access theretotwenty-four (24) hours a day, three hundred sixty-five (365) days ayear, via a Kastle or similar key-card system, including key-cardsfor such system; and

           (k)        Operational firealarm and life safety systems (which, to the extent applicable,shall include telecommunications systems which are a part of suchsystems) in accordance with Applicable Laws and consistent with theFinal Base Building Plans and the Construction Documents

           Landlord reserves the right to stop service of the HVAC, elevator,plumbing and electric systems, when necessary, by reason ofaccident, or emergency, or for repairs, alterations, replacements,or improvements, which in the judgment of Landlord are desirable ornecessary to be made, until the repairs, alterations, replacements,or improvements shall have been completed.  Landlord shallhave no responsibility or liability for failure to supply HVAC,elevator, plumbing, cleaning, and electric service, during theperiod when prevented from so doing by laws, orders, or regulationsof any Federal, State, County or Municipal authority or by strikes,accidents or by any other cause whatsoever beyond Landlord’scontrol.  Landlord’s obligations to supply HVAC aresubject to applicable laws and regulations as to energyconservation and other such restrictions.  In the event thatTenant should require supplemental HVAC for the Premises, anymaintenance repair and/or replacement required for suchsupplemental service shall be performed by Landlord but the cost ofsuch maintenance repair and/or replacement (including labor andmaterials) shall be paid by Tenant as additional rent**. ****Notwithstanding theforegoing, in the event that any of the foregoing services are notprovided by Landlord for a period of six (6) consecutive businessdays and such cessation is a result of Landlord's inaction ornegligence, then Annual Base Rent and additional rent shall abatecommencing on the seventh (7th) consecutive business day until suchservices are restored.**

           24.       ElectricCurrent.  Landlord will supply the Premises with the necessarylines to provide electric service to the Premises for normal officeand data center operations, as well as separate meters so thatTenant’s consumption of electric power can be separatelymeasured and charged to Tenant all in accordance with the FinalBase Building Plans.  The power distribution to each floor ofthe Premises will be at a minimum of 2.5 watts for lighting and 4.5watts available for convenience power.  Tenant’s use of electrical energy in the Buildingshall not at any time exceed the capacity of any of the electricalconductors and equipment in or otherwise serving the Building, asset forth on Exhibit “I”. Commencing onthe  Commencement Date, Tenant shall pay all charges forelectric and similar utilities or services so supplied directly tothe utility company supplying same when due and before penalties orlate charges on same shall accrue.  Tenant, at Tenant’sexpense, shall be responsible for contacting the utility company tosecure an account in Tenant’s name as of the CommencementDate.  Tenant shall not at any time overburden or exceed thecapacity of the mains, feeders, ducts, conduits, or otherfacilities by which electric and similar utilities are supplied to,distributed in or serve the Premises.  If Tenant desires toinstall any equipment which shall require additional electric orsimilar facilities of a greater capacity than as provided byLandlord, such installation shall be subject to Landlord’sprior written approval of Tenant’s plans and specificationstherefor, which approval shall not be unreasonably withheld,conditioned or delayed.  If such installation is approved byLandlord, all costs for providing such additional electrical andsimilar facilities shall be paid by Tenant.

           25.       Telephone andTelecommunications.  Landlord shall arrangefor the installation of telephone service by a provider acceptableto Tenant (the “Provider”) within the Building to theground floor telephone utility closet and conduit to the groundfloor telephone and electrical riser closets. Tenant shall beresponsible for contacting the utility company supplying thetelephone service and arranging to have such telephone facilitiesas it may desire to be extended and put into operation in thePremises, including without limitation, obtaining a low voltagepermit for phone and data wiring. Tenant acknowledges and agreesthat all telephone and telecommunications services desired byTenant shall be ordered and utilized at the sole expense ofTenant.  All costs related to installation and the provisionof such service shall be borne and paid for directly byTenant.  Tenant shall obtain the requisite permit and completethe ceiling work in cooperation with Landlord in order not tointerfere  with or delay the completion of the TenantImprovements by Landlord if Tenant elects to have Landlord completethe Tenant Improvements pursuant to Section 35, including,without limitation, the closing of the ceiling and the carpetinstallation, if applicable.

           In the event Tenant wishes to utilize the services of a telephoneor telecommunications provider other than the current provider,Tenant shall secure the prior written consent of Landlord beforeinstalling its lines or other equipment, which consent shall not beunreasonably withheld, conditioned or delayed.  Prior to thecommencement of any work in or about the Building by the alternateprovider, the alternate provider shall agree to abide by such rulesand regulations, job site rules, and such other requirements asreasonably determined by Landlord to be necessary to protect theinterest of the Building and Property and Landlord, including,without limitation, providing security in such form and amount asreasonable determined by Landlord.  Each alternate providermust be duly licensed, insured and reputable.  Landlord shallincur no expense whatsoever with respect to any aspect of alternateprovider’s provision of its services, including withoutlimitation, the costs of installation, materials andservice.

           In addition, but only in the event that Tenant is no longer leasingthe entire Building, Landlord reserves  for itself and itssuccessors and assigns the right, subject to Section 11.2hereof, to install, operate, maintain, repair, replace and removefiber optic cable and conduit and associated equipment andappurtenances within the Building and the Premises so as to providetelecommunications service to and for the benefit of tenants of theBuilding, if any.

           26.       Acceptance ofPremises.  Tenant shall have reasonable opportunity from time totime, provided it does not thereby interfere with the completion ofLandlord’s Items, to examine the Premises prior to theCommencement Date to determine the condition thereof and progressof construction of the Base Building Shell and other ofLandlord’s Items.  Upon taking possession of thePremises of delivery of possession of Landlord’s Items,Tenant shall be deemed to have accepted same as being satisfactoryand in the condition called for hereunder, except for latentdefects and punch list items other items described in Section35.

           27.       Inability toPerform.  Subject to the provisions of this Lease, this Lease andthe obligation of either party to its covenants and agreementshereunder shall in no way be affected, impaired or excused becauseof strikes or labor troubles or any outside cause whatsoever beyondsuch party’s control, including, but not limited to,governmental pre­emption in connection with a NationalEmergency, or by reason of any rule, order or regulation of anydepartment or subdivision of any government agency or by reason ofthe conditions of supply and demand which have been or are affectedby war or other emergency (“Unavoidable Delay”). Each party shall promptly notify the other ofany Unavoidable Delay within twenty-five (25) days after theoccurrence of the Unavoidable Delay which prevents such party fromfulfilling any of its obligations under thisLease.

           28.       No Waivers.  The failure of eitherparty to insist, in any one or more instances, upon a strictperformance of any of the covenants of this Lease, or to exerciseany option herein contained, shall not be construed as a waiver, ora relinquishment for the future, of such covenant or option, butthe same shall continue and remain in full force and effect. The receipt by Landlord of rent, with knowledge of the breach ofany covenant hereof, shall not be deemed a waiver of such breach,and no waiver by Landlord of any provision hereof shall be deemedto have been made unless expressed in writing and signed byLandlord.

           29.       Access to Premises and Changein Services.  Tenant shall have the right todesignate all or any portion of the Building as"secure areas" to which access shall be restricted.  ShouldLandlord desire to enter into and upon any "secure areas",Landlord shall so notify Tenant and Tenant shall make access tosuch portions of the Demised Premises available to Landlord withinforty-eight (48) hours thereafter unless Tenant agreesotherwise.  Notwithstanding anything to the contrary containedherein, Landlord shall be accompanied by an employee of Tenant inany "secure areas", and Landlord shall not unreasonably interferewith Tenant’s use of the Premises during any suchentry.  Notwithstanding the foregoing, in the event of anemergency, Landlord shall be permitted to enter any “secureareas” by any means necessary and Tenant shall reimburseLandlord for the costs of such entry within thirty (30) days afterreceipt of an invoice for such costs.  Except as set forthabove with respect to “secure areas,” Landlordshall have the right, without abatement of rent, providedTenant’s use and enjoyment of the Premises is not interferedwith more than a de minimus amount, to enter the Premises with atleast forty-eight (48) hours advance notice, to examine the same,or to make such repairs and alterations as Landlord shall deemnecessary for the safety and preservation of the Building, and alsoto exhibit the Premises to be let; provided, however, that in thecase of emergency, no advance notice shall be required to be givento Tenant.  Nothing herein contained, however, shall be deemedor construed to impose upon Landlord any obligation, responsibilityor liability whatsoever, for the care, supervision or repair, ofthe Building or any part thereof, other than as herein elsewhereexpressly provided.  Landlord shall also have the right at anytime, without the same constituting an actual or constructiveeviction and without incurring any liability to Tenant therefor, tochange the arrangement and/or location of entrances or passageways,doors and doorways, and corridors, stairs, toilets, elevators, orother public parts of the Building, and to change the name by whichthe Building is commonly known and/or its mailing address, providedthat in no event shall Landlord exercise such rights withoutTenant’s prior consent during the time that Tenant leasesseventy-five percent (75%) or more of the Building unless Landlord is required to do so by a governmental authority. In noevent shall any of the changes permitted in the immediatelypreceding sentence materially and adversely affect Tenant’sbusiness operations in the Premises.

           Except for the extent arising out of negligent or omission ofLandlord or failure to exercise due care for Tenant’sproperty.  Tenant hereby waives and releases any claim againstLandlord or its agents or employees for damages for any injury orinconvenience to or interference with Tenant’s business, anyloss of occupancy or quiet enjoyment of the Premises, and any otherloss occasioned thereby arising out of Landlord’s actionswith this Section.  For each of the aforesaid purposes,Landlord shall at all times have and retain a key with which tounlock all of the doors in, upon and about the Premises, excludingTenant’s vaults, safes, files and “secure areas”,and Landlord shall have the right to use any and all means whichLandlord may deem proper to open such doors in an emergency inorder to obtain entry to the Premises, without liability to Tenantexcept for Landlord’s negligent act or omission and anyfailure to exercise due care for Tenant’s property.  Anyentry to the Premises obtained by Landlord in accordance withSection shall not

under any circumstances beconstrued or deemed to be a forcible or unlawful entry into, or adetainer of, the Premises, or an eviction of Tenant from thePremises or any portion thereof.

           30.       EstoppelCertificates.  Tenant agrees, at any time and from time to time, uponnot less than fifteen (15) days’ prior written request byLandlord, but not more frequently than twice in any twelve (12)month period, to execute, acknowledge and deliver to Landlord anestoppel certificate such  reasonable form requested byLandlord and acceptable to Tenant which certifies that this Leaseis unmodified and in full force, (or if there have beenmodifications, that the same is in full force and effect asmodified and stating the modifications) and the dates to which therent and other charges have been paid in advance, if any, andstating whether or not to the knowledge of the signer of suchcertificate Landlord is in default in performance of any covenant,agreement or condition contained in this Lease and, if so,specifying each such default of which the signer may haveknowledge, it being intended that any such statement deliveredhereunder may be relied upon by third parties not a party to thisLease to whom the estoppel is addressed.

           31.      Subordination. ** ** Subject to the terms of thisSection 31, Tenant accepts this Lease, and the tenancycreated hereunder, subject and subordinate to any mortgages,overleases, leasehold mortgages or other security interests now orhereafter a lien upon or affecting the Building or the Property orany part thereof.  (a “Mortgage”).  Tenantshall, at any time hereafter, within fifteen (15) days afterrequest from Landlord, execute a Subordination, Non-DisturbanceAgreement (“SNDA”) in a reasonable form that may berequired by any mortgage or mort­gagee or overlandlord,provided that no SNDA shall increase Tenant’s paymentobligations or other liability under this Lease or reduceLandlord’s obligations hereunder (herein a "Mortgagee")substantially in the form of Exhibit “K” heretofor the purpose of (a) subjecting or subordi­nating this Leaseand the tenancy created hereunder to the lien of any such mortgageor mortgages or underlying lease**, (b) affirming the agreement of the Mortgagee that so longas no Event of Default hereunder shall have occurred and becontinuing, the leasehold estate granted to Tenant and the rightsof Tenant pursuant to this Lease to quiet and peaceful possessionof the Premises shall not be terminated, modified, affected ordisturbed by any action which such Mortgagee may take to forecloseany such Mortgage, and (c) affirming the agreement of theMortgagee and Tenant to attorn to each other as provided in Section32 hereof**. The failure of Tenant to execute any suchinstruments, releases or documents shall constitute a defaulthereunder.  Notwithstanding the foregoing, as a condition toTenant’s agreement hereunder to subordinate Tenant’sinterest in this Lease to any Mortgage, Landlord shall first obtainan SNDA from such Mortgagee for the benefit of Tenant.

           32.       Attornment.  Tenant agrees that uponany termination of Landlord’s interest in the Premises,Tenant shall, upon request, attorn to the person or organizationthen holding title to the reversion of the Premises (the“Successor”) and to all subsequent Successors, andshall pay to the Successor all of the rents and other moniesrequired to be paid by Tenant hereunder and perform all of theother terms, covenants, conditions and obligations in this Leasecontained; provided, however, that if in connection with suchattornment Tenant shall so request from such Successor in writing,such Successor shall execute and deliver to Tenant an instrumentwherein such Successor agrees that as long as an Event of Defaultdoes not exist under this Lease, Tenant's possession under theprovisions of this Lease shall not be dis­turbed by suchSuccessor..  In the event that the Mortgagee succeeds to theinterest of Landlord hereunder and is advised by its counsel thatall or any portion of the Annual Base Rent or additional rentpayable by Tenant hereunder is or may be deemed to be unrelatedbusiness income within the meaning of the United States InternalRevenue Code or regulations issued thereunder, Mortgagee, asLandlord, shall have the right at any time, from time to time, tonotify Tenant in writing of the required changes to the Lease.Tenant shall execute all documents necessary to effect any suchamendment within ten (10) days after written request fromMortgagee, as landlord, provided that in no event shall suchamendment increase Tenant’s payment obligations or otherliability under this Lease or reduce Landlord’s obligationshereunder. 

           33.       Notices.  All notices and othercommunications to be made hereunder shall be in writing and shallbe delivered to the addresses set forth below by any of thefollowing means: (a) personal service or receipted courier service;(b) telecopying (if confirmed in writing sent by the methodsspecified in clauses (a), (c) or (d) of this Section), (c)registered or certified first class mail, return receipt requested,or (d) nationally-recognized overnight delivery service.  Suchaddresses may be changed by notice to the other parties given inthe same manner as provided above.  Any notice or othercommunication sent pursuant to clauses(a) through (d) hereof shallbe deemed received upon actual receipt or refusal thereof, providedif there is no record of actual

receipt of refusalthereof, any notice or other communication sent pursuant to clause(c) shall be deemed received five (5) days following deposit in themail and/or  if sent pursuant to subsection (d) shall bedeemed received the next succeeding business day following depositwith such nationally recognized overnight deliveryservice.   Such deemed receipt shall only apply ifdelivery at the applicable notice address was attempted.

                       If toLandlord:             NBP 220, LLC

                                                           c/o Corporate Office Properties, L.P.

                                                           8815 Centre Park Drive, Suite 400

                                                           Columbia, Maryland 21045

                                                           Attn: General Counsel

                                                           Telecopier: 410-740–1174

                       If toTenant:                 From and after the Rent Commencement Date at the Premises and priorto the Rent Commencement Date to Tenant at:

                                                           The Titan Corporation

                                                           2701 Technology Drive

#                                                            Annapolis Junction, MD 20701

                                                           Attn:  Facilities Manager

                                                           with a copy in every instance to:

                                                           The Titan Corporation

                                                           3033 Science Park Drive

                                                           San Diego, CA 92121

                                                           Attn:  Director of Real Estate

                                                           And

                                                           The Titan Corporation

                                                          3033 Science Park Drive

                                                           San Diego, California  92121

                                                           Attn:  General Counsel

Any party may designate achange of address by written notice to the above parties, given atleast ten (10) days before such change of address is to becomeeffective.

           34.       Intentionally LeftBlank.

           35.        .  Tenant'sSpace.Landlord and Tenant acknowledge and agree that as of the dateof this Lease, Tenant has not determined whether it willconstruct  the Tenant’s Work (as defined herein) orwhether it desires for Landlord to construct the Tenant’sWork. In order for Tenant to determine whether Landlord or Tenantwill construct Tenant’s Work, the parties have agreed to theschedule set forth in Section 35.4.2 below so that theparties will have an agreed set of Construction Drawings (ashereinafter defined), in a condition suitable for Landlord and/orTenant to solicit guaranteed maximum price bids for Tenant’sWork as of December 1, 2003.  Tenant shall notify Landlord inwriting on or before November 1, 2003, whether Tenant will requestsLandlord to solicit a bid from Landlord’s general contractorwhich is constructing the Base Building Shell to constructTenant’s Work (“Bid Request Notice”).  Tenant shall notify Landlord in writing on or before that datewhich is fifteen (15) business days after Landlord provides its bidfor Tenant’s Work (the “Election Notice”), if itelects for Landlord to construct the Tenant’s Work.  IfTenant fails to send Landlord the Bid Request Notice or theElection Notice as required, Tenant shall be deemed to have electedto construct the Tenant’s Work itself, and the provisions ofSections 35.2 and 35.3 shall apply and none of theprovisions of Section 35.4 shall apply. If Tenant sendsthe Election Notice as required, the provisions of Sections35.4 shall govern the construction of Tenant’sWork.  Sections 35.5 and 35.6 shall apply regardless ofwhether Landlord or Tenant constructs Tenant’sWork.

           35.1      Construction ofLandlord’s Items. 

                       35.1.1  Landlord, at Landlord’s expense, shall constructa five (5) story building and parking lot, with a glass andpre-cast exterior, including building lobby, elevator lobbies oneach of floors 2-5, restrooms and first floor corridors, all asrequired for a single-tenanted building, substantially inaccordance with the guidelines which are entitled “SuburbanOffice Building Design Guidelines” dated January, 2003, whichare attached hereto and made a part hereof as Exhibit“E”  (referred to either as the “BaseBuilding Shell” or the “Landlord’s Items”),and as more fully described in greater detail on Exhibit“C” and as depicted on the design drawings attachedas Exhibit “A-2". In addition, Landlord, atLandlord’s expense, shall construct the Landlord’sItems, as described on Exhibit “C” attachedhereto and made a part hereof.  Landlord and Tenant herebyacknowledge and agree that prior to the execution of this Lease,Tenant requested Landlord to modify the building which hadinitially been planned by Landlord and such modifications have beenincorporated in the Base Building Shell as outlined on Exhibit“L” attached hereto and made a part hereof (the“Modifications”).  Landlord and Tenant shallcooperate with each other, negotiate in good faith and work asdiligently as possible after the execution of this Lease to confirmthe incremental cost savings or increases resulting from the eachof the items comprising the Modifications.  Upon mutualagreement of the net cost savings or increases, the parties shallenter into a written  amendment to this Lease whichestablishes the net cost savings or increases.  If there is anet cost savings, the amount of the Allowance shall be increased bythe net cost savings and if there is a net cost increase, theamount of the Allowance shall be decreased by the by net costincrease.  If for any reason Landlord and Tenant have notagreed on the net cost savings or cost increases on or before thatdate which is ten (10) business days after receipt of the writtenestimate from Landlord, Tenant shall be deemed to have accepted thenet cost savings or cost increase as set forth in the estimate.Tenant acknowledges and agrees that notwithstanding any otherprovision of this Section 35 to the contrary, Tenant shallnot be permitted to request any further modifications to the BaseBuilding Shell prior to the date that Landlord obtains the gradingpermit and building permit for the Base Building Shell.  See Section 35.5 regarding potential, future modificationsto the Base Building Shell after the issuance of the grading permitand the building permit for the Base Building Shell.

Prior to the execution ofthis Lease, Landlord, at Landlord’s expense,  deliveredarchitectural floor plans for each of the floors of the Building inCAD format (“Landlord’s Floor Plans”) insufficient detail for Tenant to prepare Space Plans, DesignDevelopment Drawings and Final Construction Drawings.  Whenavailable, Landlord shall deliver to Tenant copies of all finalplans and specifications for the Base Building Shell. Landlord shall be solely responsible for the development andpreparation of the construction documents of all exterior areas,including, without limitation, appropriate grading, utility,landscaping and parking lot plans, and for obtaining all necessarylocal government and similar approvals for such documents and anynecessary easements, licenses, permits and the like for all sitework, which documents shall be deemed a part of the final plans andspecifications for the Base Building Shell.

                       35.1.2  Landlord, at Landlord’s expense, shall completethe Landlord’s Items all in a good and workmanlikemanner.   Landlord covenants that completion ofLandlord's Items shall be constructed in all material respects inaccordance with the construction documents for the Base BuildingShell which shall be substantially in accordance with the DesignDrawings attached hereto as Exhibit “A-2”(“Base Building Construction Documents”) and shall bein accordance with applicable Federal, State and local rules,regulations, codes, laws and ordinances (including but not limitedto zoning rules and regulations). Landlord warrants that the roof,HVAC system, windows and window seals, structural components andall electrical and plumbing systems and equipment serving the BaseBuilding Shell (the “Base Building Systems”) shall bein good working order at the time of Delivery of Possession ofLandlord’s Items, except to the extent that the completion ofthe such systems is dependent upon the completion of Tenant’sWork.  Any change orders, construction change directives, orother modifications to the Base Building Construction Documentsshall require Tenant’s prior approval if theTenant’s Work is affected thereby, which approval shall notbe unreasonably withheld, conditioned or delayed.

                       35.1.3  If Tenant does not request Landlord to complete theTenant’s Work, Landlord shall use its reasonable efforts toachieve Delivery of Possession of Landlord’s Items (asdefined herein) on or before that date which is twelve (12) monthsafter the issuance of the shell building permit (the “TargetDate”).  Notwithstanding anything herein to thecontrary, if the shell building permit is not issued on or beforeNovember 1, 2003, Tenant shall have the right to terminate thisLease by giving Landlord thirty (30) days’ advance writtennotice thereof, provided, however, that if the permit has beenissued prior to the date of Tenant’s termination notice orduring the thirty (30) day period, this Lease shall remain in fullforce and effect.  The term "Delivery of Possession ofLandlord’s Items" as used hereafter, shall be deemed to haveoccurred when (i) Landlord's Items shall have been substantiallycompleted (as defined below) and Landlord’s contractors havevacated the Premises and removed all equipment, unused materialsand debris, (ii) Landlord shall have made the Premises available toTenant and ready for Tenant to obtain the appropriate governmentalapprovals to commence the Tenant’s Work (as defined below),including without limitation, final shell inspections andapprovals, (iii) the parking areas, driveways, loading areas,infrastructure and utilities serving the Building and the Premisesare complete and ready for use, and (iv) Landlord shall have givenTenant  thirty (30) days’ prior written notice that theitems in (i)-(iii), above, shall be satisfied as of the date ofgiving such notice.  Landlord's Work shall be deemed to be“substantially completed” when (i) the Landlord's Itemsare completed such that the incomplete portions of Landlord's Items(i.e., the punchlist items) are such as shall not interferewith Tenant's ability to perform its work, install its fixtures andequipment and occupy the Premises; (ii) all means of access and allfacilities necessary to Tenant's occupancy of the Premises,including without limitation, sidewalks, corridors, exteriordoorways, at least two passenger elevators, one service elevator,stairways, toilets, base building HVAC, water, base buildingelectric lighting and telephone service to the Building's maintelephone room or as otherwise provided in the Base Building ShellGuidelines, have been properly installed and substantiallycompleted (free of all scaffolding and construction materials)andare in good working order and are available to the Premises; (iii)all facilities and systems serving the Building or any part thereofhave been completed, the exterior of the Building has beensubstantially completed and is completely enclosed and theremaining work in the Building is of such a nature as will notmaterially interfere with Tenant's construction of theTenant’s Work; and (iv) final shell inspections andapprovals(or equivalent approval from the applicable governmentalagencies) with respect to the Base Building Shell have beenreceived and copies delivered to Tenant.

                       35.1.4    If Delivery of Possession ofLandlord’s Items has not occurred on or before the TargetDate, subject to extension for Force Majeure Events as hereindefined, Landlord shall pay Tenant liquidated damages (by means ofa credit against Annual Base Rent and additional rent firstbecoming due) in an amount which is equal to (i) the daily amountof Base Rent due hereunder until the Delivery of Possession ofLandlord’s Items actually occurs for the first forty-five(45) days of the delay and (ii) twice the daily amount of Base Rentdue hereunder until the Delivery of Possession of Landlord’sItems actually occurs commencing on the forty-sixth(46th) day of delay, if applicable.  Not later thanninety (90) days prior to the Target Date or at any time prior tosuch date upon Landlord becoming aware of a probable delay,Landlord shall notify Tenant in writing of any anticipated delay inthe Delivery of Possession of Landlord’sItems. 

                            35.1.5         The Deliveryof Possession of Landlord’s Items shall be confirmed by awritten punchlist prepared by Landlord’s architect withinfive (5) business days after the Delivery of Possession ofLandlord’s Items (confirmed by a walkthrough withTenant’s architect and Tenant), which shall also set forththe Base Building work remaining to be performed (the “BaseBuilding Punchlist”) so that the requirements of the BaseBuilding Construction Document will be fully satisfied, which BaseBuilding Punchlist shall be subject to approval by Tenant. Withinsixty (60) days after the Delivery of Possession ofLandlord’s Items, Landlord shall complete all itemsidentified in the Base Building Punchlist.  Landlord, at itsexpense, shall promptly correct all defects in design, materialsand workmanship in the Base Building Shell for which Tenant sendsnotice within twelve (12) months after the Date of Delivery ofLandlord’s Items.  If Landlord fails to meet a materialobligation of this Section 35.1.5, and (a) Tenant provideswritten notice of such failure, and (b) Landlord fails tofulfill such obligation within thirty (30) days after receipt ofTenant’s notice of such failure, then Tenant shall have theright to fulfill such obligation on behalf of Landlord, the cost ofwhich shall be paid by Landlord promptly following demandtherefore; provided however, that Landlord’s cure periodshall be extended where the failure is not reasonably curablewithin thirty (30) days after written notice and Landlord uses goodfaith efforts and works diligently and continuously to fulfill itsobligations. 

           35.1.6  Tenant and Tenant’s architect shall have theright to review, at Tenant’s expense, the prosecution of thework contemplated by the Base Building Construction Documents, andupon reasonable prior notice Landlord shall allow Tenant andTenant’s architect access to the Property for such reviews,provided such access and reviews do not unreasonably interfere withor delay the completion of the Base Building Shell.  Landlordshall furnish such information as may be reasonably necessary orpertinent for effectively reviewing the completion of the BaseBuilding Shell.  The exercise of such rights of review andaccess by Tenant or Tenant’s architect shall not relieveLandlord of any of its obligations pursuant to this Lease and shallnot be construed as acceptance by Tenant or by Tenant’sarchitect of all or any portion of the Landlord’sItems.  Tenant shall have the right to attend and observe alltesting and commissioning of Base Building Systems and to receivecopies of all reports generated in connection therewith. Landlord shall give Tenant reasonable prior notice of all testingand commissioning.

           35.1.7  Landlord shall regularly consult with and informTenant of the construction schedules for construction of the BaseBuilding Shell and the progress of the Base Building Shell (and, if Landlord supervises the construction of the Tenant’sWork, the Tenant’s Work). 

           35.2        Construction ofTenant’s Work.

           

                       35.2.1   As used herein, the term “Tenant’sWork” shall refer to all desired improvements to the Premisesother than the Landlord’s Items. Tenant, at Tenant’sexpense, shall submit to Landlord, for Landlord's approval,Tenant's space plan for the Premises and all subsequent relateddesign drawings and construction drawings in accordance with theprovisions of Section 35.4below.   

                       35.2.2  Intentionally Left Blank.

                       35.2.3  In the event that Tenant does not elect to haveLandlord construct Tenant’s Work, Landlord shall provideTenant with a reasonable amount of construction management servicesin connection with the construction of both Landlord’s Workand Tenant’s Work for a construction management fee in theamount of two percent (2%) of the hard and soft costs to completethe Tenant’s Work (the “Management Fee”), whichfee shall not exceed One Hundred Thousand Dollars ($100,000.00).Such construction management services shall include, withoutlimitation,  (i) review and approval of Tenant’sconstruction drawings and coordination of the completion ofLandlord’s Work, (ii) coordination of Tenant’s accessto the Building including the parking areas and rearentrances,  loading dock, one (1) service elevator and thestairwells during construction of Tenant’s Work, (iii)overview of the installation of Tenant’s telecommunicationequipment, (iv) confirmation that Tenant’s security/alarmsystem and fire alarm system is consistent with the systeminstalled by Landlord in the Building, (v) coordination with theBase Building security during construction, (vi) coordination ofall noise related work in an occupied Building (i.e., tie into fire alarm and sprinkler systems, hammer-drilling, core drillingduring non-business hours), and (vii) location of dumpster. In theevent Tenant elects to have Landlord construct the Tenant’sWork, Tenant shall have no obligation to pay the Management Feedescribed in this Section 35.2.3 and Landlord’s solecompensation in connection with the Tenant’s Work shall be asset forth in Section 35.4.

                       35.2.4  Unless Tenant elects to have Landlord construct theTenant’s Work, in which case it shall be Landlord’sobligation, Tenant shall apply to the governmental authoritieshaving jurisdiction there over for any building permit which shallbe required in connection with the construction, installations oralterations designated as Tenant’s Work.  Landlord shallcooperate with Tenant to facilitate the issuance of the buildingpermit for Tenant’s Work. Landlord agrees that Tenant mayapply for its permit simultaneously with its delivery to Landlordof the Construction Drawings  for Landlord’s approval.

                       35.2.5  From and after Delivery of Possession ofLandlord’s Items, upon prior approval from Tenant, Landlordmay re-enter the Premises to complete any portion of Landlord'sWork which has not yet been completed, provided that the same doesnot materially interfere with the scheduling or performance of theTenant’s Work. During the period of such re-entry, Landlordshall not unreasonably interfere with the construction of any ofthe Tenant’s Work. Landlord shall be liable for and indemnifyand hold Tenant harmless against any injury or damage resultingfrom or arising out of Landlord’s construction activities onor within the Building or Property after Delivery of Possession ofLandlord’s Items, excepting acts of gross negligence ormisconduct caused by Tenant’s agents, contractors,representatives and/or employees. After the Delivery of Possessionand issuance of the permit for Tenant’s Work, Tenant shall,at its sole cost and expense, complete Tenant’s Work and theinstallation of Tenant's furniture, fixtures and equipment,provided that (i) Landlord and Tenant shall have agreed on theApproved Plans and Specifications, (ii) Tenant shall have deliveredto Landlord a copy of the building permit for Tenant’s Work,and (iii) Tenant shall have deposited with Landlord thepolicies or certificates of insurance required under the terms ofthis Lease, including without limitation, the contractor’sinsurance policy which names Landlord and Landlord’smortgagee as additional insureds. Tenant covenants that completionof  Tenant's Work shall be in accordance with applicableFederal, State and local rules, regulations, codes, laws andordinances (including but not limited to zoning rules andregulations).

                       In addition, in the event Tenant does not elect to have Landlordconstruct the Tenant’s Work, prior to commencement ofconstruction of the Tenant’s Work, Tenant shall deliver toLandlord the names (and other information as may reasonably berequested by Landlord) of those duly qualified licensed contractorswho will be performing the Tenant’s Work on behalf of Tenant,which contractors shall be subject to Landlord's prior approval(such approval not to be unreasonably withheld, conditioned ordelayed).  All work to be performed on or within the Premisesby Tenant pursuant to the terms of this Section 35 shall beperformed only by those contractors, subcontractors andtradespeople licensed to do business in the State of Maryland andapproved by Landlord as aforesaid and shall be performed inaccordance with the Interior Construction and RenovationRequirements, a copy of which is attached hereto as Exhibit“C-1”.  Tenant shall be liable for andindemnify and hold Landlord harmless against damage to thePremises, and the Building and Landlord's other improvementsresulting from or arising out of Tenant's construction activitieson or within the Premises, excepting the acts of negligence andmisconduct caused by Landlord's agents, contractors,representatives and/or employees. Tenant shall cause theimprovements to the Premises to be constructed in a good andworkmanlike manner and in accordance with the Approved Plans andSpecifications (as defined in Section 35.4.2(f) hereof).Landlord shall not require Tenant to employ any particularsubcontractors with respect to any particular trade forTenant’s Work.

                       Unless Tenant elects to have Landlord construct the Tenant’sWork, commencing on the Delivery of Possession of Landlord’sItems, (i) Tenant shall pay any charges for hoisting,Tenant’s use of electrical services and water and Tenantshall establish an account in its own name directly with theutility company providing such electrical services and water priorto the commencement of Tenant’s Work, (ii)  Tenant shallbe provided adequate parking spaces and elevators duringconstruction at no additional cost, and (iii) Tenant, atTenant’s expense, shall protect all Base Building areas thathave completed finishes.

                    Notwithstanding anything in this Section 35 to the contrary,Tenant, at Tenant’s expense, shall engage Corporate Cooling& Controls,  LLC (“CCC”) to make any changesrequired to the HVAC control system.  In addition, Tenantshall coordinate the installation and location of any supplementalHVAC equipment with Landlord to coordinate roof penetrationconcerns and maintain the validity of all existing roofwarranties.

                       If Landlord or Landlord’s agents, contractors,representatives or employees interfere with Tenant’s abilityto substantially complete the Tenant’s Work in any manner,including, but not limited to, by requiring a cessation ofTenant’s Work or as a result of defects in the completion ofthe Landlord’s Items, the Rent Commencement Date shall bedelayed for a period of time which is equal to the length ofLandlord’s delay.

           35.3     Disbursement ofAllowance.

           

                       35.3.1    If Tenant is responsible for constructionof the Tenant’s Work, the Allowance and the Amortized Amount,if any, shall be disbursed to Tenant on a progress paymentbasis.  Proper draw requests submitted by the 20th day of anycalendar month shall be paid by the 15th day of the followingcalendar month.  Each of Landlord’s progress paymentsshall be limited to an amount equal to the aggregate amountstheretofore paid by Tenant (as certified by Tenant’sarchitect) to Tenant’s contractors, subcontractors, materialsuppliers, and vendors, and which have not been subject to previousdisbursements from the Allowance.  Tenant shall withhold fromits general contractor, and shall require its general contractor towithhold from each subcontractor, a retainage equal to ten percent(10%) of each progress payment made until the Tenant’s Workis fifty percent (50%) complete, and thereafter no furtherincremental retainage shall be required if the work is beingsatisfactorily prosecuted.  Tenant shall, uponLandlord’s request, provide adequate evidence of suchretainage, and in the event that Tenant fails to provide suchevidence, then Landlord may withhold an amount equal to theretainage described above.  All requests for disbursement ofthe Allowance and the Amortized Amount (as defined herein), if any,shall be accompanied by certificate signed by Tenant orTenant’s architect (a) that the sum then requested was paidby Tenant to contractors, subcontractors, materialmen, engineersand other persons who have rendered services or furnished materialsin connection with work on the Tenant Work, (b) a completedescription of such services and materials and the amounts paid orto be paid to each of such persons in respect thereof, and (c) thatthe work described in the certificate has been completedsubstantially in accordance with the Approved Plans andSpecifications and (ii) paid receipts or such other proof ofpayment as Landlord shall reasonably require for all such workcompleted. 

                       35.3.2  If any of the Allowance is not paid pursuant tosubsection (a) above, it shall be paid by Landlord to Tenant uponcompletion of the Tenant's Work, to reimburse Tenant for amountsactually paid by Tenant in connection therewith to Tenant'svendors, suppliers or contractors, provided that Landlord shallhave received (i) a certificate in accordance with the requirementsof subsection (a) above, accompanied by lien waivers satisfactoryto Landlord executed by any contractors or subcontractors for whoselabor or material Tenant has previously been reimbursed pursuant tosubsection (a) above, (ii) paid receipts or such other proof ofpayment as Landlord shall reasonably require evidencing that finalpayment has been made for all materials and labor furnished inconnection with the Tenant Work, and (iii) a copy of a finalunconditional certificate of occupancy evidencing that Tenant maycommence occupancy of the Premises for all purposes set forth inthis Lease.

                       35.3.3    Tenant shall be permitted to apply theAllowance and the Amortized Amount, if any, to any costs associatedwith the design and construction of the Tenant’s Work andTenant’s relocation to the Premises, including withoutlimitation, the Tenant’s Work, space planning and design,mechanical, electrical and plumbing engineering costs, constructionfees, tenant improvement cabling, voice/data, phone data costs,built-in and removable furniture, consultant fees,  any moveor relocation costs and Tenant-initiated and Landlord-approvedchanges to the Base Building Shell.

                       35.3.4     If the cost to complete theTenant’s Work exceeds the Allowance, Landlord shall advanceup to the Amortized Amount, subject to the provisions of Section35.3.4.1.  Tenant shall notify Landlord whether it desiresLandlord to advance all or any portion of the Amortized Amount;provided that Tenant shall have no obligation to notify Landlord ofits desire to utilize the Amortized Amount prior to delivery ofPossession of Landlord’s Items..  Such portion of theAmortized Amount which has been advanced shall be repaid by Tenantto Landlord on a monthly basis, together with Base Rent, asadditional rent, in an amount equal to the amount of the AmortizedAmount which has been advanced, amortized over the ten (10) yearterm, with interest accruing at ten percent (10%) per annum. Tenant shall execute an amendment to this Lease or anacknowledgment of the Amortized Amount within fifteen (15) daysafter receipt of a written statement from Landlord, together withreasonable supporting documentation.  Notwithstanding that the Amortized Amount shallbe payable as additional rent, it shall be treated andaccounted for separately from other rent payable under thisLease as it will not be subject to any annual or other rentalescalation.  Notwithstanding anything herein to the contrary,accrual of interest on the Amortized Amount shall not commenceuntil the date same (or any portion thereof) isdisbursed.

                                   35.3.4.1 Notwithstanding anything in Section 35.3.4 to thecontrary,  Landlord shall not be required to disburse anyportion of the Amortized Amount if Tenant’s credit ratingfalls below a “BB-“ as determined by Standard &Poor’s credit rating agency or Moody’s credit ratingagency.  If, after disbursing all or any portion of theAmortized Amount,  Tenant’s credit rating falls below a“B+“ as determined by Standard & Poor’scredit rating agency or Moody’s credit rating agency, Tenantshall repay the unamortized amount of the Amortized Amount uponfifteen (15) days advance written notice from Landlord.

                                   35.3.4.2 If Tenant does not elect to utilize the Amortized Amountwithin six (6) months after the Rent Commencement Date, then Tenantshall be deemed to have waived its right to utilize the AmortizedAmount.

                       35.3.5 If Tenant does not fully utilize the Allowance, Tenant shallbe permitted to take a credit against Base Rent in the amount ofthe unused Allowance, provided that Tenant utilizes that creditduring the first twenty-four (24) months of the Term.

                       35.3.6 Notwithstanding anything in this Section 35.3 tothe contrary, Landlord shall only be required to disburse theAllowance and the Amortized Amount on a per square foot basis asTenant elects to improve the Premises.  By way of example, butwithout limitation, if Tenant determines to improve only 75,000rentable square feet of the Premises initially, Landlord shall onlybe required to disburse $1,650,000 of the Allowance (computed as$22 multiplied by 75,000 rsf) and $750,000 of the Amortized Amount(computed as $10 multiplied by 75,000 rsf), provided that the otherconditions for disbursement have been satisfied.

           35.4  Tenant’s Right to Request Landlord to ConstructTenant's Work. 

                       35.4.1  If Tenant elects for Landlord to constructTenant’s Work, the term “Landlord’s Work”shall then refer to Landlord’s Items and Tenant’sWork.

                       35.4.2  In order to accommodate Tenant’s desiredoccupancy of the Premises and to permit both Landlord and Tenant tosolicit bids for the Tenant’s Work in accordance with thefirst paragraph of this Section 35, Landlord and Tenantagree to the following schedule for performance of their respectiveresponsibilities hereunder:

Deadline forPerformance                    Task to be Performed

(The dates in parenthesesin subparagraphs (b)-(f) are guideline dates and for informationalpurposes only.)

a. 7/2/03                                            Tenant submits approved space plan to Landlord for Landlord’sapproval depicting all walls, doors, cubicles, millwork andinterior glass.

b. 10  business daysafter

  receipt of spaceplan                          Landlord to advise Tenant of space plan approval or note why planwas not approved and Tenant to revise accordingly.

c. 34  business daysafter Tenant’s

  receipt of spaceplans approved

  by Landlord                                       Delivery by Tenant of Design Development Drawings to Landlorddepicting mechanical, electrical and plumbing requirements and thelocation, wall and door types; all specialty requirements forcarpet borders, wall coverings, and millwork; lightingrequirements; indication of locking and card reader requirements;locations of power/voice/data boxes; special electrical and HVACrequirements; indication of all modular furniture power connectionrequirements; general finish schedules.

NOTE:  If Tenantdesires to have Landlord prepare a bid for constructing theTenant’s Work, then Tenant is required to notify Landlord nolater than November 1, 2003.

d. 10  business daysafter receipt of

Design DevelopmentDrawings             Landlord to advise Tenant of Design Development Drawings approvalor note why Drawings were not approved and Tenant to reviseaccordingly. See note at end of this schedule regarding long leaditems.

e. 51  business daysafter approval of

Design DevelopmentDrawings            Tenant to deliver to Landlord set of Final Construction Drawings suitable for permit, bidding and construction.

f. 10  business daysafter submission

of Construction Drawings                    Landlord to advise Tenant of Construction Drawings approval or notewhy Drawings were not approved and Tenant to reviseaccordingly.  After approval by the parties and the permittingauthority, the Construction Drawings to be referred to as the“Approved Plans and Specifications” (provided, however,that if change orders are subsequently approved by the partiespursuant to the provisions of this Section 35, the term“Approved Plans and Specifications” shall include theinitial approved Construction Drawings, as modified by the approvedchange orders.

NOTE:  If Tenantelects to construct the Tenant’s Work itself, the balance ofthis Schedule is not applicable and the provisions of Sections35.1, 35.2, 35.3, 35.5 and 35.6 shall govern the constructionof the Tenant’s Work and Tenant shall apply for the TenantImprovement permit with Anne Arundel County.

           If Tenant has requested for Landlord to construct theTenant’s Work, Landlord shall apply for the TenantImprovement permit with Anne Arundel County within two (2) daysafter receipt of Tenant’s Election Notice and shallthereafter diligently prosecute the issuance of all necessarypermits for the Tenant’s Work. I

g. November 1,2004                          Substantial Completion of the Premises and Delivery of Possessionof the Premises by Landlord to Tenant, subject to extension forForce Majeure Events as described herein (“Landlord’sWork Target Date”).  Landlord’s Work Target Dateshall be extended for delays arising from Force Majeure Events, butonly with respect to Force Majeure Events occurring after thecommencement of construction of the Base Building Shell, ashereinafter defined.

             If either party is required to resubmit any of itsdeliveries hereunder, the submitting and reviewing party, asapplicable, shall have five (5)  business days to resubmit andreview, respectively.

           All consents and approvals required from Landlord under thisSection 35 shall not be unreasonably withheld, conditionedor delayed; further, Landlord’s consent or approval shall bedeemed granted if Landlord has not responded (giving reasonabledetail for the reasons for denial of consent or approval) withinany specified time period for response stated herein. Notwithstanding the foregoing, any objection to a requested consentor approval shall be for good cause, which shall be limited to thefollowing:  (i) adverse impact to the structural integrity ofthe Building or Base Building Systems, (ii) adverse impact on theBuilding’s exterior, (iii) lack of compliance with ApplicableLaws, and/or (iv) design materially inconsistent with the designsof comparable buildings in the National Business Park (e.g.,201, 211 and 221 National Business Park) and Tenant does not agreeto restore the Building to a condition consistent with comparablebuildings in National Business Park at the end of the Term.Landlord's approval of the Space Plan, Design Drawings and theConstruction Documents for Tenant's Work shall create noresponsibility or liability on the part of Landlord for theircompleteness, design sufficiency, or compliance with all laws,rules, and regulations of governmental agencies orauthorities.

           Note:  Upon the receipt of the Design Development Drawingsdescribed in Section 35.4.2(c) above, Landlord shallreasonably advise Tenant in writing whether any of thespecifications involve a long lead item and Tenant shall have five(5) business days after receipt of Landlord’s notice toadvise Landlord whether (i) Tenant shall modify such specificationto not require such long lead item, or (ii) Tenant shall continueto require such long lead item, with the recognition that arrivaland installation of the long lead item may delay “substantialcompletion” of Landlord’s Work (as defined inSection 35.4.5).  If Tenant elects option (ii) above inthe immediately preceding sentence regarding long lead items, andLandlord can substantiate that Landlord was actually delayed in thecompletion of Landlord’s Work as a result of delays indelivery of long lead items, then notwithstanding the incompletenature of the long lead  item, “substantialcompletion” of the Landlord’s Work, as defined inSection 35.4.5,  shall be deemed to occur uponcompletion of all other items of Landlord’s Work and theoccurrence of all other conditions set forth in Section35.4.5 which are not affected by the long lead item, even if acertificate of occupancy or other governmental approvals has notbeen issued based on the incomplete nature of the long lead item,provided, Landlord shall in any case diligently and in good faithpursue substantial completion of Landlord’s Work.

             If either party believes that the other party has failed tomeet any deadline set forth above, it shall notify the other partywithin twenty-five (25) business days after the date of the failurein order to collect liquidated damages or pursue its rights asdescribed in Section 35.4.3 below.

           Notwithstanding anything set forth on the foregoing schedule to thecontrary, if Landlord has in all material respects complied in atimely manner with its obligations to provide Landlord’sFloor Plans and other obligations under subsections (b), (d) and(f) and has timely applied for and diligently prosecuted theissuance of the permit to construct the Tenant’s Work andsuch permit is not issued by March 1, 2004, the Landlord’sWork Target Date shall be extended on a day for day basis for eachday of delay beyond March 1, 2004, until the permit isissued.

                       35.4.3 Landlord, at Landlord’s expense, shallcomplete the Landlord’s Work, all in accordance with theApproved Plans and Specifications in a good and workmanlikemanner.   Landlord covenants that completion ofLandlord's Work shall be in accordance with applicable Federal,State and local rules, regulations, codes, laws and ordinances(including but not limited to zoning rules andregulations).   If Tenant requests Landlord to constructthe Tenant’s Work, Landlord shall hold bi‐weeklymeetings to discuss the progress of the Landlord’sItems.  Landlord shall schedule such meetings at more frequentintervals when needed, or upon the reasonable request ofTenant.

                       35.4.4  Any alterations, modifications or deviations to thefinal Approved Plans and Specifications requested by Tenant shallbe made in the form of a written change order(s) prepared atTenant's sole cost and expense, which costs shall include, but notbe limited to, the engineering fees incurred by Landlord  (butas part of Tenant’s Work Costs) and if made after the“Change Order Date” (as hereinafter defined), shall besubject to the prior approval of Landlord, which approval shall notbe unreasonably withheld, conditioned or delayed.  The costsof work performed by Landlord pursuant to Tenant's approved writtenchange orders shall include all net increases in costs of labor andmaterials plus if such change order is requested after the ChangeOrder Date, an amount equal to five percent (5%) of the netincrease in hard costs for overhead and profit.  As usedherein, the term “Change Order Date” means the date onwhich Landlord  commences construction of the Tenant’sWork.  At Tenant's request, Landlord shall fully cooperatewith Tenant to establish such costs or estimates thereof in advanceof performing the work.

                       35.4.5  If Landlord fails to Deliver Possession of thePremises with the Landlord’s Work substantially completed (asdefined herein) on or before the Landlord’s Work Target Date,subject to extension for Force Majeure Events, Landlord and Tenantagree that the damages to Tenant would be difficult to ascertainand, therefore, as Tenant’s sole remedy hereunder, Landlordagrees to pay Tenant a liquidated damages sum (by means of a creditagainst Annual Base Rent and additional rent first becoming due)equal to (i) the daily Base Rent due hereunder until the Deliveryof Possession of Landlord’s Work actually occurs for thefirst forty-five (45) days of the delay, and (ii) twice the dailyamount of Base Rent due hereunder until the Delivery of Possessionof Landlord’s Work actually occurs commencing on theforty-sixth (46th) day of delay, if applicable. Notlater than ninety (90) days prior to the Landlord’s WorkTarget Date or at any time prior to such date upon Landlordbecoming aware of a probable delay, Landlord shall notify Tenant inwriting of any anticipated delay in the Delivery of Possession ofLandlord’s Work.  The term "Delivery ofPossession” as used herein, shall be deemed to have occurredwhen (i) Landlord's Work shall have been substantially completed(as defined below) and Landlord’s contractors have vacatedthe Premises, and (ii) Landlord shall have notified Tenant that thePremises are substantially completed. Landlord shall use itsreasonable efforts to give Tenant at least fifteen (15) days’advance notice that the Landlord’s Work will be substantiallycompleted. Landlord's Work shall be deemed to be“substantially completed” when (i) the Landlord's Workare completed such that the incomplete portions of Landlord's Work(i.e., the punchlist items) are such as shall not interferewith Tenant's ability to install its furniture, fixtures andequipment; (ii) all facilities and systems serving the Building andPremises have been completed, the exterior of the Building has beensubstantially completed and is completely enclosed and theremaining work in the Building (outside the Premises) is of such anature as will not materially interfere with Tenant’soccupancy of the Premises, and (iii) Landlord has obtained anddelivered to Tenant an unconditional certificate of use andoccupancy or equivalent approval from the applicable governmentalagencies with respect to the Premises and Tenant’s Work, theinterior and exterior Common Areas and Base Building Shell. Landlord shall keep Tenant advised of the status of substantialcompletion of Landlord’s Work.  Notwithstanding theforegoing, the requirements of subsection (iii) shall be deemedsatisfied if all of the other subsections have been satisfied andthe government approval is delayed as a result of the installationof furniture, fixtures or equipment which is not included withinthe scope of Landlord’s Work.  The Delivery ofPossession of Landlord’s Work shall be confirmed by a writtenpunchlist prepared by Landlord’s architect within five (5)business days after the Delivery of Possession of Landlord’sWork (confirmed by a walkthrough with Tenant’s architect andTenant), which shall also set forth the Landlord’s Workremaining to be performed (the “Landlord’s WorkPunchlist”) so that the requirements of the Approved Plansand Specifications will be fully satisfied, which Landlord’sWork Punchlist shall be subject to approval by Tenant. Within sixty(60) days after the Delivery of Possession of Landlord’sWork, Landlord shall complete all items identified in theLandlord’s Work Punchlist.  Landlord, at its expense,shall promptly correct all defects in design, materials andworkmanship in the Landlord’s Work for which Tenant sendsnotice within twelve (12) months after the Date of Delivery ofLandlord’s Work.  If Landlord fails to meet a materialobligation of this paragraph, and (a) Tenant provides writtennotice of such failure, and (b) Landlord fails to fulfill suchobligation within thirty (30) days after receipt of Tenant’snotice of such failure, then Tenant shall have the right to fulfillsuch obligation on behalf of Landlord, the cost of which shall bepaid by Landlord promptly following demand therefore; providedhowever, that Landlord’s cure period shall be extended wherethe failure is not reasonably curable within thirty (30) days afterwritten notice and Landlord uses good faith efforts and worksdiligently and continuously to fulfill itsobligations. 

           For the purposes of this paragraph, the term “Tenant NetDelay” shall refer to the number of days, if any, that Tenanthas (i) delayed in fulfilling its obligations under subsections(a), (c), and (e) of Section 35.4.2 (i.e., taking intoaccount both time delays and time savings from required dates); theterm “Landlord Delay” shall refer to the number ofdays, if any, that Landlord has delayed in fulfilling itsobligation under subsections (b), (d), (f) of Section35.4.2; the term “Total Delay” shall refer to theTenant Net Delay reduced by the Landlord Delay. Notwithstanding anything herein to the contrary, if the Total Delayis in excess of five (5) days but less than sixty (60) days, thedate of Delivery of Possession of Landlord’s Work (andcorrespondingly, the Commencement Date)  shall be deemed to bethe date of the actual date of Delivery of Possession ofLandlord’s Work backdated by the Total Delay.  If,however, Landlord and Tenant agree on the Approved Plans andSpecifications as required by Section 35.4.2(f) on orbefore  December 1, 2003, regardless of the amount of TotalDelay, or in the event Landlord is unable to substantiate thatLandlord was actually and materially delayed in completingLandlord’s Work as a result of the Tenant Net Delay asaforesaid, then in either such case this paragraph shall be of nofurther force or effect. Notwithstanding the immediately precedingsentence, if the Total Delay exceeds sixty (60) days, regardless ofthe status of agreement on the Approved Plans and Specifications,the Delivery of Possession of Landlord’s Work shall be deemedto be the earlier of (i) November 1, 2004, or (ii) the actual dateof Delivery of Possession of Landlord’s Work.  By way ofexample, but without limitation, assume Tenant Net Delay is 12 daysand Landlord Delay is 2 days, (i) if Landlord and Tenant agree onthe Approved Plans and Specifications on November 30, 2003, theDelivery of Possession of Landlord’s Work shall be the actualdate; however, if Landlord and Tenant agree on the Approved Plansand Specifications after November 30, 2003 and the actual date ofDelivery of Possession of Landlord’s Work occurs on November11, 2004, the Commencement Date will be deemed to be November 1,2004 after taking into account the Total Delay of ten (10)days.

           35.4.6  Cost of Tenant’s Work.

                       35.4.6.1          The term “Tenant’s Work Costs” shall refer to theactual costs of constructing the Tenant’s Work (includingreimbursable items, such as permit fees, prints, telephone, mileageand postage); and a construction management fee of five percent(5%) based solely on hard costs for work performed by Landlord orits contractors, including without limitation, permitting costs;and other costs as herein described in this Section, which feeLandlord shall deduct from the Allowance and the Amortized Amount*pro rata* as amounts are disbursed therefrom to pay hardcosts of construction and, after the Allowance and the AmortizedAmount are exhausted, the balance of such fee shall be paid byTenant.

                       35.4.6.2          If the amount of Tenant’s Work Costs exceed the Allowance,Landlord, at Tenant’s option, upon written request fromTenant, shall advance an additional amount not to exceed theAmortized Amount.  Such portion of the Amortized Amount whichhas been advanced shall be repaid by Tenant to Landlord on amonthly basis, in equal installments, together with Base Rent, asadditional rent, but without any escalations, in an amount equal tothe amount of the Amortized Amount which has been advanced,amortized over a ten (10) year term, with interest accruing at tenpercent (10%) per annum.  Tenant shall execute an amendment tothis Lease or an acknowledgment of the Amortized Amount withinfifteen (15) days after receipt of a written statement fromLandlord, together with reasonable supporting documentation. Any Tenant’s Work Costs incurred by Landlord in excess of thedifference between Thirty-Two Dollars ($32.00) per rentable squarefoot (which is the sum of the Allowance and the Amortized Amount)and the disbursements made to Tenant in accordance with Section35.4.6.2, shall be paid by Tenant to Landlord within thirty(30) days after receipt of a written invoice, together withreasonable supporting documentation.

           35.5     Modifications to Base BuildingShell.  Regardless of whether Tenant constructsTenant’s Work or elects for Landlord to constructTenant’s Work, if Tenant requests Landlord to make a changeto the Base Building Shell after the issuance of the grading permitand the building permit for the Base Building Shell, Landlord shallpromptly notify Tenant in writing whether it approves such changeand if so, in reasonable detail of the additional or incrementalcost to make such change and the change to the Target Date or toLandlord’s Work Target Date, as applicable(“Landlord’s Response Notice”).  In no eventshall Landlord be required to approve a change(s) which wouldresult in an aggregate delay (when combined with other requestedmodifications to the Base Building) of more than sixty (60) days inthe Target Date  or the Landlord’s Work TargetDate.  Tenant shall have five (5)  business days afterreceipt of Landlord’s notice to advise Landlord whether (i)Tenant shall modify such specification to not require such BaseBuilding Shell, or (ii) Tenant shall continue to require such BaseBuilding Shell modification, with the recognition that themodification to the Base Building Shell may delay Delivery ofPossession (“Tenant’s ModificationNotice”).   If Tenant accepts the terms set forthin the Landlord’s Response Notice in a timely fashion,Landlord and Tenant shall mutually execute an acknowledgment oramendment to this Lease which sets forth the revised Target Date orLandlord’s Work Target Date, as applicable, and the credit tobe given to Tenant or additional costs to be paid by Tenant, as thecase may be, in accordance with the provisions  of thisSection 35.5.

If the change requested byTenant causes an increase in costs, whether or not it will alsocause a delay in the Target Date or the Landlord’s WorkTarget Date, Landlord shall not be obligated to approve the changeunless Tenant agrees, in writing, to pay or reimburse Landlord forthe increased cost of the Base Building Work caused by the change,based on a firm price from Landlord.  The increased costcaused by any change shall be reasonably detailed and supported byreasonably complete and sufficient backup documentation.  Tothe extent that a change requested by Tenant results in a decreasein the cost to complete the Base Building Shell, the amount of suchdecrease shall be paid by Landlord to Tenant in the form of adollar‐for‐dollar increase in the Allowance.  Tothe extent that a change results in an increase cost to completethe Base Building Shell, at Tenant’s sole election, eitherTenant shall pay cash therefore or, the Allowance shall bedecreased on a dollar‐for‐dollar basis.  Tenantshall advise Landlord of its payment election simultaneously withTenant’s Modification Notice and if Tenant elects to pay cashtherefore, Tenant shall pay such amount within thirty (30) daysafter the date of Tenant’s Modification Notice.

If the change requested byTenant will cause a delay in the Target Date or theLandlord’s Work Target Date, as applicable, Landlord shallnot be obligated to approve the change unless Tenant agrees, inwriting, that such delay shall not postpone or defer the RentCommencement Date and that the Rent Commencement Date shall occuron the day when it would otherwise have occurred if such change hadnot been made as determined in accordance with the immediatelysucceeding sentence. To determine the Rent Commencement Date thatwould have occurred, the parties acknowledge that (i) Landlord willbe required to complete the Landlord’s Item or theLandlord’s Work, as applicable, (ii) determine the actualdate of Delivery of Possession of Landlord’s Items or theDelivery of Possession of Landlord’s Work, as applicable (ineither case, referred to as the “Actual Delivery Date”)and then (iii) backdate the Rent Commencement Date from the ActualDelivery Date by the number of days set forth in Landlord’sResponse Notice as the additional time required to complete themodification.  By way of example, but without limitation,Tenant has requested a modification to the Base Building Shellwhich Landlord advises Tenant will delay the Delivery of Possessionof Landlord’s Items by 21 days and the Actual Delivery Dateis June 22, 2004, then the Rent Commencement Date shall be deemedto be June 1, 2004.

If the change requested byTenant will cause a delay in the Target Date or theLandlord’s Work Target Date, as applicable, Landlord shallnot be obligated to approve a change unless Tenant agrees, inwriting, that the Target Date and the Landlord’s Work TargetDate, as applicable, shall be equitably adjusted to accommodate theadditional time required to make the change. 

           35.6     Definition of “Force MajeureEvents”.  As used in this Section 35, theterm “Force Majeure Events” shall refer to events whichdelay or prevent  either party from constructing, making anyrepairs, rebuilding or restoring, or furnishing any constructionservices or performing any other construction covenant or duty (ascompared to obtaining issuance of the permit for Base BuildingShell, Landlord’s Items or Tenant’s Work), whetherexpress herein or implied, to be performed by such party due tostrike, lockout, weather, embargo, war, governmental orders or actsof God.  If either party claims a Force Majeure Event hasoccurred, it shall notify the other party in writing withintwenty-five (25) days after the occurrence of suchevent.

           36.       QuietEnjoyment.  Tenant, upon the payment of rent and the performance ofall the terms of this Lease, shall at all times during the Termpeaceably and quietly enjoy the Premises without any disturbancefrom Landlord or any other person claiming throughLandlord.

           37.       Vacation ofPremises.  Tenant shall vacate the Premises at the end of theTerm.  Subject to the provisions of this Section 35, if Tenantfails to vacate within five (5) days after the end of the termthere shall be payable to Landlord an amount equal to one hundredfifty percent (150%) of the monthly Annual Base Rent stated inSection 1.1.6 paid immediately prior to the holding overperiod for each month or part of a month that Tenant holds over,plus all other payments provided for herein, and the payment andacceptance of such payments shall not constitute an extension orrenewal of this Lease.  In event of any such holdover,Landlord shall also be entitled to all remedies provided by law forthe speedy eviction of tenants, and to the payment of allreasonable attorneys’ fees and expenses incurred inconnection therewith.  Notwithstanding theforegoing, if (i) Tenant delivers notice to Landlord atleast  twelve (12) months prior to the expiration of the Termsetting forth its intent to hold over for a fixed period of timenot to exceed twelve (12) months, and (ii) Landlord hasnot already executed and delivered a lease for all or a partof the Premises to a new tenant (a “NewTenant”), and (iii) an Event of Default is notcontinuing as of the date of its notice or at the expiration of theTerm, then Tenant may remain in the Premises for the period setforth in its notice so long as Tenant pays as a monthly Rent equalto one hundred  ten percent (110%) of the Annual BaseRent payable under this Lease for the last full calendar month ofthe Term plus all other payments provided for herein.  IfTenant holds over beyond the period set forth in its notice thefirst two sentences of this Section 37 shallapply.  Upon request by Tenant, Landlord shall inform Tenantwhether or not Landlord has executed leases for all or part ofthe Premises and the terms of such leases to the extent the sameaffect Tenant’s ability to holdover after the end of theterm.

           38.       Members’Liability.  It is understood that the Owner of the Building is aMaryland limited liability company.  All obligations of theOwner hereunder are limited to the net assets of the Owner fromtime to time, including insurance proceeds and other proceeds fromthe Property.  No member of Owner, or of any suc­cessorpartnership, whether now or hereafter a member, shall have anypersonal responsibility or liability for the obligations of Ownerhereunder.  Landlord agrees during theTerm of this Lease that it shall not accept financing securedsolely by the Premises with a loan-to-value ratio of greater thanninety percent (90%) as of the date of the loan; provided, however,that Landlord may accept financing with a loan-to-value ratio ofgreater than ninety percent (90%) if simultaneously with thedisbursement of the loan proceeds Landlord provides to Tenant anirrevocable letter of credit from an issuer and in form andsubstance reasonably acceptable to Tenant in the amount of twomillion dollars ($2,000,000) to secure Landlord’s obligationsunder this Lease.

           39.      Separability.  If any term or provision of this Lease or theapplication thereof to any person or circumstances shall, to anyextent, be invalid or unenforceable, the remainder of this Lease orthe application of such term or provision of such term or provisionto persons or circumstances other than those as to which it is heldinvalid or unenforceable, shall not be affected thereby, and eachterm and provision of this Lease shall be valid and be enforced tothe fullest extent permitted by law.

           40.      Indemnification. 

           40.1     Tenant’sIndemnification.  Except to the extent arising out of thenegligent act or omission of Landlord, Tenant shall indemnify andhold harmless Landlord and all of its and their respective members,partners, directors, officers, agents and employees from any andall liability, loss, cost or expense arising from all third-partyclaims resulting from or in connection with any act, omission ornegligence of Tenant or any of its subtenants or licensees or itsor their partners, directors, officers, agents, employees, inviteesor contractors; and together with all costs and expenses reasonablyincurred or paid in connection with each such claim or action orproceeding brought thereon, including, without limitation, allreasonable attorney’s fees and expenses.

           In case any action or proceeding is brought against Landlord and/orany of its and their respective partners, directors, officers,agents or employees and such claim is a claim from which Tenant isobligated to indemnify Landlord pursuant to this Section, Tenant,upon written notice from Landlord shall resist and defend suchaction or proceeding (by counsel reasonably satisfactory toLandlord).  The obligations of Tenant under this Section shallsurvive termination of this Lease for one (1) year.

           40.2     Landlord’sIndemnification.  Except to the extent arising out of thenegligent act of omission of Tenant, Landlord shall indemnify andhold harmless Tenant and all of its and their respective members,partners, directors, officers, agents and employees from any andall liability, loss, cost or expense arising from all third-partyclaims resulting from or in connection with any act, omission ornegligence of Landlord or any of its subtenants or licensees or itsor their partners, directors, officers, agents, employees, inviteesor contractors, together with all costs and expenses reasonablyincurred or paid in connection with each such claim or action orproceeding brought thereon, including, without limitation, allreasonable attorney’s fees and expenses.

           In case any action or proceeding is brought against Tenant and/orany of its and their respective partners, directors, officers,agents or employees and such claim is a claim from which Landlordis obligated to indemnify Tenant pursuant to this Section,Landlord, upon written notice from Tenant shall resist and defendsuch action or proceeding (by counsel reasonably satisfactory toTenant).  The obligations of Landlord under this Section shallsurvive termination of this Lease for one (1) year.

           41.      Captions.  All headings anywhere contained in this Lease areintended for convenience or reference only and are not to be deemedor taken as a summary of the provisions to which they pertain or asa construction thereof.

           42.       Brokers.  Tenant represents thatTenant has dealt directly with, only with, the Broker as defined inSection 1.1.14 as broker in connection with this Lease, andTenant warrants that no other broker negotiated this Lease or isentitled to any commissions in connec­tion with thisLease.  Landlord agrees to pay, in consideration for thebrokerage services rendered by Broker, a brokerage commission equalto three percent (3%) of the gross rental value of this Lease (asmore fully described in the separate commission agreement) paid byTenant over the Initial Term, pursuant to a separate agreementbetween Landlord and Broker.

           43.      Recordation.  Tenant covenants that it shall not, withoutLandlord’s prior written consent, record this Lease or anymemorandum of this Lease or offer this Lease for recordation. If at any time Landlord or any mortgagee of Landlord’sinterest in the Premises shall require the recordation of thisLease or a memorandum of this Lease, such recordation shall be atLandlord’s expense.  If at any time Tenant shall requirethe recordation of this Lease or a memorandum of this Lease, suchrecordation shall be at Tenant’s expense.  If anygovernment authority having juris­diction in the matter shallrequire this Lease or a memorandum of this Lease to be recorded,both Landlord and Tenant shall each pay one-half of all recording fees, transfer taxes and documentary stamp taxes payableon, or in connection with this Lease or any memorandum of thisLease or such recordation.

           44.       Successors andAssigns.  The covenants, conditions and agreements contained inthis Lease shall bind and inure to the benefit of Landlord andTenant, and their respective heirs, personal representatives,successors and assigns (subject, however, to the terms ofSection 20 hereof).

           45.       Integration ofAgreements.  This writing is intended by the Parties as a finalexpression of their agreement and is a complete and exclusivestatement of its terms, and all negotiations, considerations andrepresentations between the Parties are incorporated.  Nocourse of prior dealings between the Parties or their affiliatesshall be relevant or admissible to supplement, explain, or vary anyof the terms of this Lease.  Acceptance of, or acquiescenceto, a course of performance rendered under this Lease or any prioragreement between the Parties or their affiliates shall not berelevant or admissible to determine the meaning of any of the termsor covenants of this Lease.  Other than as specifically setforth in this Lease, no representations, understandings, oragreements have been made or relied upon in the making of thisLease.

           46.       Hazardous Material;Indemnity.   Tenant further agrees to thefollowing:

           46.1     As used in this Lease, the followingterms shall have the following meanings:

                       46.1.1  “Environmental Laws” shall mean allfederal, state or local statutes, regulations, rules, ordinances,codes, licenses, permits, orders, approvals, authorizations,agreements, ordinances, administrative or judicial rulings orsimilar items relating to the protection of the environment or theprotection of human health, including, without limitation, allrequirements pertaining to reporting, licensing, permitting,investigation and remediation of emissions, discharges, Releases orThreats of Releases (as defined below) of Hazardous Materials intothe air, surface water, groundwater or land, or relating to themanufacture, processing, distribution, use, treatment, storage,disposal, transport or handling of Hazardous Materials or relatingto storage tanks used for the management of HazardousMaterials.

                       46.1.2  “Hazardous Materials” shall mean (i) anysubstance, gas, material or chemical which is defined as orincluded in the definition of “hazardous substances”,“toxic substances”, “hazardous materials”,“hazardous wastes” under any federal, state or localstatute, law, or ordinance or under the regulations adopted orguidelines promulgated pursuant thereto, including, but not limitedto, the Comprehensive Environmental Response Compensation andLiability Act of 1980, as amended, 42 U.S.C. §§9601 etseq. (“CERCLA”); the Hazardous MaterialsTransportation Act, as amended 49 U.S.C. §§1801, etseq.; the Resource Conservation and Recovery Act, as amended,42 U.S.C. §§6901, et seq.; (ii) radon gas inexcess of four (4) picocuries per liter, friable asbestos, ureaformaldehyde foam insulation, petroleum products, transformers orother equipment which contain dielectric fluid containing levels ofpolychlorinated biphenyls in excess of federal, state or localsafety guidelines, whichever are more stringent; and (iii) anyother substance, gas, material or chemical, exposure to or releaseof which is prohibited, limited or regulated by any governmental orquasi-governmental entity or authority that asserts or may assertjurisdiction over the Premises,  the Building or theProperty.

                       46.1.3  “Hazardous Materials Inventory” shall meana comprehensive inventory of all Hazardous Materials used,generated, stored, treated or disposed of by Tenant at the Premisesother than Hazardous Materials contained in office and cleaningsupplies.

                       46.1.4  “Losses” shall mean all claims,liabilities, obligations, losses (including, without limitation,diminution in the value of the Premises, the Building, or theProperty, damages for the loss or restriction on use of rentable orusable space or of any amenity of the Premises, the Building and/orthe Property), damages, penalties, fees, actions, judgments,lawsuits, costs, expenses, disbursements, orders or decrees,including, without limitation, reasonable attorneys’ andconsultants’ fees and expenses.

                       46.1.5  “Release” means any releasing, spilling,leaking, pumping, pouring, emitting, emptying, discharging,injecting, escaping, leaching, disposing or dumping into soil,surface waters, groundwaters, land, stream sediments, surface orsubsurface strata, ambient air and any environmental mediumcomprising or proximate to and affecting the Premises, the Buildingor the Property.

                       46.1.6  “Threat of Release” means a substantiallikelihood of a Release which requires action to prevent ormitigate damage to the soil, surface waters, groundwaters, land,stream sediments, surface or subsurface strata, ambient air and anyenvironmental medium comprising or proximate to and affecting thePremises, the Building or the Property.

           46.2     Tenant shall not generate, use,manufacture, recycle, handle, store, place, transport, treat,discharge or dispose of any Hazardous Materials at, on, in or nearthe Premises, the Building or the Property or cause any of theforegoing to occur at, on, in, or near the Premises, the Buildingor the Property, shall comply with all Environmental Laws inconnection with Tenant’s use or occupancy of the Premises andthe Building. Notwithstanding the foregoing, Tenant shall not bedeemed to be prohibited from using products containing HazardousMaterials so long as such products are commonly found in an officeenvironment and are handled, stored, used and disposed of incompliance with all Environmental Laws. **  ****Tenant promptly shall take all remedialaction, at Tenant’s sole cost and expense necessary toremedy, clean-up and remove the presence of any Hazardous Materialsresulting from Tenant’s violation of the prohibitions setforth in this section, to the extent required by EnvironmentalLaws. Except in an emergency, Tenant shall notremedy****,****clean-up or remove any Hazardous Materials that have beenReleased into the environment without the Landlord’s priorapproval, which shall not be unreasonably withheld, delayed orconditioned. ** Tenant shall (i) obtain, maintainin full force and effect, and comply with, all permits requiredunder Environmental Laws to operate its business; (ii) comply withall record keeping and reporting requirements imposed byEnvironmental Laws concerning the use, handling, treatment,storage, disposal or release of Hazardous Materials on thePremises, the Building and the Property; (iii) report to Landlordany release or discharge of Hazardous Materials in violation ofEnvironmental Law within two (2) business days of such discharge orrelease; (iv) provide to Landlord copies of all written reportsconcerning such discharge of Hazardous Materials that are requiredto be filed with governmental or quasi-governmental entities underEnvironmental Laws; (vi) maintain and annually update a HazardousMaterials Inventory; and (vii) make available to Landlord forinspection and copying, at Landlord’s expense, uponreasonable notice and at reasonable times, such Hazardous MaterialsInventory and any other reports, inventories or other recordsrequired to be kept under Environmental Laws concerning the use,generation, treatment, storage, disposal or release of HazardousMaterials.  Landlord shall keep any materials provided toLandlord under this Section 46.2 as confidential and shallnot disclose them to any other person unless such disclosure isrequired by law, and only after providing written notice toTenant.

           46.3     Without limitation on any otherindemnities by or obligations of Tenant to Landlord under thisLease or otherwise, Tenant hereby covenants and agrees toindemnify, defend and hold harmless Landlord from and against anyLosses incurred by Landlord as a result of Tenant’s breach ofany representation, covenant or warranty hereof; or as a result ofany claim, demand, liability, obligation, right or cause of action,including, but not limited to governmental action or other thirdparty action (collectively, “Claims”), that is assertedagainst Landlord, the Premises, the Building or the Property as aresult of or which arises directly or indirectly, in whole or inpart, out of the Release, Threat of Release, deposit, presence,treatment, transport, handling or disposal of any HazardousMaterials at, on, under, in, about, or from the Premises, theBuilding or the Property to the extent  arising out of theoperations or activities of Tenant or any assignee, sublessee,agent or representative of Tenant at or about the Premises, theBuilding or the Property.  This indemnification of Landlordand its Mortgagee(s) by Tenant includes, without limitation, costsincurred in connection with any investigation of site conditions orany cleanup, remedial, removal, or restoration work required by anyfederal, state or local governmental agency or politicalsubdivision because of Hazardous Material present in the soil orground water on or under the Building******arising out of the operations or activities of Tenant orany assignee, sublessee, agent or representative of Tenant at orabout the Premises, the Building or the Property****.**

****

           46.4**    ****Without limitation on any other indemnities by orobligations of Landlord to Tenant under this Lease or otherwise,Landlord hereby covenants and agrees to indemnify, defend and holdharmless Tenant from and against any Losses incurred by Tenant as aresult of Landlord’s breach of any representation, covenantor warranty hereof; or as a result of Claim, that is assertedagainst Tenant, the Premises, the Building or the Property as aresult of or which arises directly or indirectly, in whole or inpart, out of any Release, Threat of Release, discharge, deposit,presence, treatment, transport, handling or disposal of anyHazardous Materials at, on, under, in, about, or from the Premises,the Building or the Property to the extent not arising out of theoperations or activities of Tenant or any assignee, sublessee,agent or representative of Tenant at or about the Premises, theBuilding or the Property.  This indemnification of Tenant byLandlord  includes, without limitation, costs incurred inconnection with any investigation of site conditions or anycleanup, remedial, removal, or restoration work required by anyfederal, state or local governmental agency or politicalsubdivision because of Hazardous Material present in the soil orground water on or under the Building to the extent not arising outof the operations or activities of Tenant or any assignee,sublessee, agent or representative of Tenant at or about thePremises, the Building or the Property.**

****

           46.5     The indemnities, warranties andcovenants contained in this Article shall survive termination ofthis Lease.

           47.       Americans WithDisabilities Act.  Notwithstanding any other provisions contained in thisLease and with the purpose of superseding any such provisionsherein that might be construed to the contrary, it is the intent ofLandlord and Tenant that at all times while this Lease shall be ineffect that the following provisions shall be deemed their specificagreement as to how the responsibility for compliance (and cost)with the Americans With Disabilities Act and amendments to same(“ADA”), both as to the Premises and the Property,shall be allocated between them, namely:

           47.1     Landlord and Tenant agree to cooperatetogether in the initial design, planning and preparation ofspecifications for construction of the Premises so that same shallbe in compliance with the ADA.  Any costs associated withassuring that the plans and specifications for the construction ofthe Premises are in compliance with the ADA shall be borne by theparty whose responsibility it is hereunder to bear the cost ofpreparation of the plans and specifications.  Similarly thosecosts incurred in the initial construction of the Premises so thatsame are built in compliance with the ADA shall be included withinTenant’s Improvements and handled in the manner as providedfor in other Sections of this Lease.

           47.2     Modifications, alterations and/orother changes required to and within the Common Areas which are notcapital in nature shall be the responsibility of Landlord toperform and the cost of same shall be considered a part of theBuilding Expenses and treated as such, except as otherwise excludedfrom Building Expenses pursuant to the provision of Section 6.4 ofthis Lease.

           47.3     Modifications, alterations and/orother changes required to and within the Common Areas which arecapital in nature shall be the responsibility of Landlord and atits cost and expense.

           47.4     Modifications, alterations and/orother changes required to and within the Premises (after theinitial construction of same), whether capital in nature ornon-capital in nature, shall be the responsibility of Tenant and atits cost and expense; unless the changes are structural in natureand result from the original design of the Building, in whichinstance they shall be the responsibility of Landlord and at itscost and expense and, except as otherwise excluded from BuildingExpenses pursuant to the provision of Section 6.4 of thisLease.

           Each party hereto shall indemnify and hold harmless the other partyfrom any and all liability, loss, cost or expense arising as aresult of a party not fulfilling its obligations as to compliancewith the ADA as set forth in this Section.

           48.       SeveralLiability.  IfTenant shall be one or more individuals, corporations or otherentities, whether or not operating as a partnership or jointventure, then each such individ­ual, corporation, entity, jointventurer or partner shall be deemed to be both jointly andseverally liable for the payment of the entire rent and otherpayments specified herein.

           49.       Security CardAccess. Tenant shall have the right to access the Building, by means of asecurity card access key system, which system shall be installed byLandlord, as part of the Base Building improvements.

           50.       Parking.  During the Term of theLease, including any renewals thereof, Landlord shall provideTenant with the non-exclusive right to use parking spaces servingthe Building in the ratio of  4.66 spaces per 1,000 rentablesquare feet in the Building, for no additional charge or fee. So long as Tenant is leasing the entire  Building, Tenantshall have the right to reserve certain spaces for Tenant’sexclusive use.

           51.       Tenant’sEquipment. Tenant shall have the right to enter upon and utilize the roof ofthe Building for the purposes of installing, maintaining andrepairing any equipment or utilities required in its operation ofits business in the Premises; provided that  (i) suchequipment is used solely in connection with Tenant’s businessin the Premises and is not available for use by third-partiesexcept to the extent such third parties are Tenant’s businessinvitees, (ii) Tenant submits to Landlord for Landlord’sprior written approval, such approval not to be unreasonablywithheld, conditioned or delayed, the desired location on the roofto install the equipment and the make, model and specifications ofthe equipment, and (iii) Tenant, at Tenant’s expense, shallinstall, maintain and remove the equipment using a roofing andother contractors reasonably approved by Tenant.  Tenant shallindemnify and hold Landlord, its successors, assigns, agents,licensees and invitees harmless from any and all damages, costs,claims, expenses, actions (including reasonable attorney’sfees in connection with the equipment, unless resulting formLandlord’s negligence.

           52.      Signage.  So long as Tenant leases the entire Building, Tenant,at Tenant’s sole expense, shall have the exclusive right toinstall  two (2) signs on the exterior of the Building,provided the location, size and appearance of all signage isconsistent with the Association Declaration as of the date of theLease or the installation of a sign has been approved by theappropriate governing bodies of Anne Arundel County,Maryland.  If Tenant leases more than fifty percent (50%) ofthe Building, but less than the entire Building, Tenant, atTenant’s sole expense, shall have the right to install one(1) sign on the exterior of the Building, subject to the provisionsof the immediately preceding sentence.  In such event, Tenant,at Tenant’s expense, shall remove the second sign withinthirty (30) days after written request from Landlord.  Landlord shall be obligated for the repair and maintenance of suchsignage and the cost thereof shall be included as a BuildingExpense. Tenant, at Tenant’s sole expense, shall pay for allcosts associated with the permitting, purchase, installation andremoval of the signage at the expiration or sooner termination ofthe Term.  Attached hereto as Exhibit “D”is a plat of signage showing the approved signage for theBuilding.  In no event shall Tenant install any signage on theexterior of the Building other than the signage described onExhibit “D”without firstobtaining Landlord’s prior written consent, which consentshall not be unreasonably withheld, conditioned ordelayed. Landlord shall provide amonument sign for the Building which shall list the tenants (ifmore than one tenant) in the Building by order of the size of therentable area of their Premises, with the largest tenant having therights to the top signage rights. 

53.      Intentionally LeftBlank. 

           54.       Definition of“Day” and “Days”.  As used in the Lease, theterms “day” and “days” shall refer tocalendar days unless specified to the contrary; provided, however,that if the deadline  stablished for either party’sperformance hereunder occurs on a Saturday, Sunday or bankingholiday in the State of Maryland, the date of performance shall beextended to the next occurring business day.

           55.       Waiver ofLandlord’s Lien.  Notwithstanding anything contained herein to thecontrary, Landlord hereby waives any lien on any of Tenant'sPersonal Property, including, but not limited to, computers,computer hardware, software and related equipment, and Landlordagrees to evidence its waiver or subordination of any such liensupon the request of Tenant or its equipment lender(s) orlessor(s). 

           IN WITNESS WHEREOF, Landlord and Tenant have respectively affixedtheir hands and seals to this Lease as of the day and year firstabove written.

**WITNESS ORATTEST:                             LANDLORD:**

                                                                       NBP 220, LLC 

By:       CorporateOffice Properties, L.P.,

                                                                                   Managing Member

                                                                                   By:       Corporate Office PropertiesTrust,

                                                                                               General Partner

  /s/ KAREN M.SINGER, ESQUIRE            By:  /s/ ROGER A. WAESCHE JR. (SEAL)

Associate General Counsel                                         Roger A. Waesche, Jr.

Corporate OfficePropertiesTrust                                Senior Vice-President

**WITNESS ORATTEST:                             TENANT:**

                                                                       THE TITAN CORPORATION

  /s/ Rachel Scott                                           By:  /s/ MARY JO POTTS                 (SEAL)

ExecutiveAssistant                                          Name:  Mary JoPotts                           

                                                                       Title:  Vice President of Administration

STATE OF MARYLAND, HowardCounty, TO WIT:

           I HEREBY CERTIFY, that on this 31st day of March, 2003,before me, the undersigned Notary Public of the State, personallyappeared ROGER A. WAESCHE, JR., who acknowledged himself to be theSenior Vice-President of Corporate Office Properties Trust, generalpartner of Corporate Office Properties, L.P., sole member of NBP220, LLC, a Maryland limited liability company, known to me (orsatisfactorily proven) to be the person whose name is subscribed tothe within instrument, and acknowledged that he executed the sameon behalf of the limited liability company for the purposestherein contained as the duly authorized Senior Vice President ofthe limited liability company by signing the name of the limitedliability company by himself as such Senior VicePresident.

           WITNESS my hand and Notarial Seal.

                                                                                     /s/ ZARAE PITTS

                                                                                   Zarae Pitts

                                                                                   Notary Public State of Maryland

                                                                                   My Commission Expires November 1, 2006

California All-PurposeAcknowledgment

State of California,County of San Diego.  On March 27, 2003, before me, JudiPillow, personally appeared Mary Jo Potts, personally known to meto be the person whose name is subscribed to the within instrumentand acknowledged to me that she executed the same in her authorizedcapacity(ies), and that her signature on the instrument the person,the entity upon behalf of which the person acted, executed theinstrument.

           WITNESS my hand and official seal.

                                                                                     /s/ JUDI PILLOW

                                                                                   [Seal]

                                                                                   Judi Pillow

                                                                                   Notary Public – California

                                                                                   San Diego County

                                                                                  My Comm. Expires Apr 27, 2005

**EXHIBIT“A”**

**toAgreement of Lease by and between**

** NBP 220, LLC, Landlord**

**and THETITAN CORPORATION, Tenant**

**LegalDescription of Land**

****

****

BEING KNOWN AND DESIGNATED as Lot No. 16RR, as shown on thosesubdivision plats entitled, “Administrative Subdivision ofP/O Phase Three, The National Business Park, Lot 16RR,” Plat3 of 3, which plat is recorded among the Land Records of AnneArundel County, Maryland at Plat Book 239, Page 5, Plat No.12482.

[page]

#### Exhibit A-2

[Diagram of The NationalBusiness Park, Building 220, Site Plan]

[page]

[Diagram of The NationalBusiness Park, Building 220, First Floor Plan]

[page]

[Diagram of The NationalBusiness Park, Building 220, Second Floor Plan]

[page]

[Diagram of The NationalBusiness Park, Building 220, Third Floor Plan]

[page]

[Diagram of The NationalBusiness Park, Building 220, Fourth Floor Plan]

[page]

[Diagram of The NationalBusiness Park, Building 220, Fifth Floor Plan]

[page]

[Diagram of The NationalBusiness Park, Building 220, Building Elevations North &South]

[page]

[Diagram of The NationalBusiness Park, Building 220, Building Elevations East &West]

[page]

**EXHIBIT“B”**

**toAgreement of Lease by and between**

**NBP 220,LLC, Landlord**

**and THETITAN CORPORATION, Tenant**

**RULESAND REGULATIONS**

           **To the extent that any of the following Rules and Regulations,or any Rules and Regulations subsequently enacted conflict with theprovisions of the Lease, the provisions of the Lease shallcontrol.**

           1.         Tenant shall notobstruct or permit its agents, clerks or servants to obstruct, inany way, the sidewalks, entry passages, corridors, halls, stairwaysor elevators of the Building, or use the same in any other way thanas a means of passage to and from the offices of Tenant; bring in,store, test or use any materials in the Building which could causea fire or an explosion or produce any fumes orvapor; make or permit any improper noises in the Building; smoke inthe elevators; throw substances of any kind out of the windows ordoors, or down the passages of the Building, in the halls orpassageways; sit on or place anything upon the window sills whichis visible to the exterior without first obtaining Landlord’sconsent, such consent not to be unreasonably withheld, conditionedor delayed.

           2.         Waterclosets andurinals shall not be used for any purpose other than those forwhich they were constructed; and no sweepings, rubbish, ashes,newspaper or any other substances of any kind shall be thrown intothem.  Waste and excessive or unusual use of electricity orwater is prohibited.

           3.         Tenant shall not(i) obstruct the windows, doors, partitions and lights that reflector admit light into the halls or other places in the Building, or(ii) except as incidental to normal office use (e.g.,hanging pictures, etc.), inscribe, paint, affix, or otherwisedisplay signs, advertisements or notices in, on, upon or behind anywindows or on any door, partition or other part of the interior orexterior of the Building without the prior written consent ofLandlord which shall not be unreasonably withheld.  If suchconsent be given by Landlord, any such sign, advertisement, ornotice shall be inscribed, painted or affixed by Landlord, or acompany approved by Landlord, but the cost of the same shall becharged to and be paid by Tenant, and Tenant agrees to pay the samepromptly, on demand.

           4.         Subject toTenant’s rights to assume any or all janitorial services, nocontract of any kind with any supplier of towels, water, ice,toilet articles, waxing, rug shampooing, venetian blind washing,furniture polishing, lamp servicing, cleaning of electricalfixtures, removal of waste paper, rubbish or garbage, or other likeservice shall be entered into by Tenant, nor shall any vendingmachine of any kind be installed in the Building, without the priorwritten consent of Landlord, which consent of Landlord shall not beunreasonably withheld.

           5.         IntentionallyLeft Blank.

           6.         No additionallock or locks shall be placed by Tenant on any door in theBuilding, without prior written consent of Landlord. Notwithstanding the foregoing, Tenant shall have the right tomaintain separate keys for limited access to particular areas ofthe Premises, including, without limitation, the data center andSCIF; provided, however, that if entry to any such area is requiredin an emergency situation, Landlord shall have the right to entersuch areas by force and Tenant, at Tenant’ s sole cost andexpense, will be required to restore any damage caused byLandlord’s entry. Landlord, at no additional charge toTenant, shall provide Tenant one (1) key for each 200 square feetof rentable area in the Premises; any additional keys requested byTenant shall be paid for by Tenant.  Tenant, its agents andemployees, shall not have any duplicate keys made and shall notchange any locks.  All keys to doors and washrooms shall bereturned to Landlord at the termination of the tenancy, and in theevent of any loss of any keys furnished, Tenant shall pay Landlordthe cost thereof.

           7.         Subject toTenant’s rights to assume any or all janitorial services,Tenant shall not employ any person or persons other thanLandlord’s janitors for the purpose of cleaning the Premises,without prior written consent of Landlord which shall not beunreasonably withheld.  Landlord shall not be responsible toTenant for any loss of property from the Premises howeveroccurring, or for any damage done to the effects of Tenant by suchjanitors or any of its employees, or by any other person or anyother cause.

           8.         No vehicles oranimals of any kind (other than seeing eye dogs) shall be broughtinto or kept in or about the Premises.  Tenant shall have theright to bring bicycles into the Premises, provided that Tenantshall not leave any bicycles in any Common Areas of the Buildingand if Landlord determines, in its reasonable discretion thatTenant is not complying with the terms of this provision after two(2) written notices from Landlord in a twelve (12) month period,Landlord shall have the right to prohibit bicycles in thePremises.

           9.         Tenant shall notconduct, or permit any other person to conduct, any auction uponthe Premises; manufacture or store goods, wares or merchandise uponthe Premises, without the prior written approval of Landlord,except the storage of usual supplies and inventory to be used byTenant in the conduct of its business; permit the Premises to beused for gambling; make any unusual noises in the Building; permitto be played any musical instrument in the Premises; permit to beplayed any radio, television, recorded or wired music in such aloud manner as to disturb or annoy other tenants; or permit anyunusual odors to be produced upon the Premises.  Tenant shallnot permit any portion of the Premises to be used for the storage,manufacture, or sale of intoxica­ting beverages, narcotics,tobacco in any form, or as a barber or manicure shop.

           10.       No awnings or otherprojections shall be attached to the outside walls of theBuilding.  No curtains, blinds, shades or screens shall beattached to or hung in, or used in connection with, any window ordoor of the Premises, without the prior written consent of Landlordwhich consent shall not be unreasonably withheld.  Suchcurtains, blinds and shades must be of a quality, type, design, andcolor, and attached in a manner reasonably approved byLandlord.

           11.       Canvassing, soliciting andpeddling in the Building are prohibited, and Tenant shall cooperateto prevent the same.

           12.       Except withLandlord’s prior approval, such approval not to beunreasonably withheld, conditioned or delayed, there shall not beused in the Premises or in the Building, either by Tenant or byothers in the delivery or receipt of merchandise, any hand trucksexcept those equipped with rubber tires and side guards, and nohand trucks will be allowed in passenger elevators.

           13.       Tenant, before closing andleaving its Premises, shall ensure that all entrance doors to sameare locked.

           14.       Landlord shall have theright to prohibit any adver­tising by Tenant which inLandlord’s opinion tends to impair the reputation of theBuilding or its desirability as a building for offices, and uponwritten notice from Landlord, Tenant shall refrain from ordiscontinue such advertising.

           15.       Landlord hereby reserves toitself any and all rights not granted to Tenant hereunder,including, but not limited to, the following rights which arereserved to Landlord for its purposes in operating theBuilding:

           (a)        the exclusive rightto the use of the name of the Building for all purposes, exceptthat Tenant may use the name as its business address and for noother purpose;

           (b)        the right to changethe name or address of the Building, without incurring anyliability to Tenant for so doing;

           (c)        the right to installand maintain a sign or signs on the exterior of theBuilding;

                       (d)        the exclusive rightto use or dispose of the use of the roof of the Building, subjectto any rights specifically granted to Tenant under the terms of theLease;

                       (e)        at any time thatTenant does not lease the entire Building, the non-exclusive rightto use the area above the ceiling of the Premises for the purposeof installing and maintaining telecommunications, water lines,utility lines, other conduit, sprinklers, drainlines, ductwork andHVAC connections  and any other equipment necessary to provideservices to any area in the Building;

           (f)         the right tolimit the space on the directory of the Building to be allotted toTenant; and

           (g)        the right to grant toanyone the right to conduct any particular business or undertakingin the Building.

           16.       As used herein the term“Premises” shall mean and refer to the“Premises” as defined in Section 1 of theLease.

           17.       Tenant shall not operatespace heaters or other heating or ventilating equipment without theexpress prior written consent of Landlord in each instance firstobtained.  Tenant shall not install or operate any electricalequipment, appliances or lighting fixtures in the Premises whichare not listed and labeled by Underwriter’s Laboratories orother testing organization acceptable to Landlord.

Notwithstanding anythingin this Exhibit “B” to the contrary, during suchtime as Tenant leases the entire Rentable Area of the Building,Landlord shall not unreasonably withhold, condition or delay itsconsent to Tenant’s written request for the temporarysuspension, waiver or amendment of any rule, provided that suchaction does not (i) materially and adversely affect the safety ofthe parties in the Building or on the Property, (ii) cause anunreasonable risk of property damage to the Building, the Propertyor the related facilities, or (iii) compromise the consistency ofthe buildings owned by Landlord, or affiliates of Landlord inNational Business Park. If Landlord has consented to any suchsuspension, wavier or amendment and Tenant no longer leases theentire Rentable Area of the Building, upon thirty (30) days advancewritten request from Landlord, Tenant shall resume compliance withsuch rule as stated prior to the suspension, waiver oramendment.

**EXHIBIT“C”**

**toAgreement of Lease by and between**

**NBP 220,LLC, Landlord**

**and THETITAN CORPORATION, tenant**

****

**SCHEDULEOF LANDLORD’S WORK**

****

Landlord, atLandlord’s expense, shall construct a five (5) story shellbuilding and parking facilities, with a glass and pre-castexterior, including building lobby, elevator lobbies, restrooms andcorridors required for a single-tenanted building, substantially inaccordance with the plans and specifications   whichare entitled “Suburban Office Building DesignGuidelines” dated January, 2003, which are attached heretoand made a part hereof as Exhibit “E”. (the “Base Building Shell”).   Landlordrepresents that all materials, building systems, and finishes inthe Base Building Shell shall be equal or better in quality thanthose materials, building systems and finishes used at “201National Business Park.”   In addition, Landlord,at Landlord’s expense, shall make the following improvementsin the Building and the Premises (in addition to completing theBase Building Shell, including elevator lobby on each of the secondthrough fifth floors, restrooms, first floor corridors, and abuilding lobby, all as required for a single-tenantedbuilding):

Perimeter Walls andcolumns, dry-walled, spackled and ready for paint, excluding allcore areas. **

2.        Mini-blinds in place, drawn and bagged. **

3.        Main trunk duct lines of HVAC system and VAV boxes will beinstalled, including thermostats (coiled and hanging at the VAVboxes).  Low pressure duct and diffusers are to be installedat Tenant’s cost.

4.        Building standard ceiling tile and grid (a)  to be stacked onthe floor for all areas to be completed as part of Tenant’sWork, and (b) installed in the areas contained withinLandlord’s Items, as appropriate. **

5.        2' X 4' parabolic light fixtures (T-8), at a ratio of 1/85 useablesquare feet, (a)  to be stacked on the floor for all areas tobe completed as part of Tenant’s Work, and (b) installed inthe areas contained within Landlord’s Items, asappropriate.

6.        Building sprinkler systems with heads turned up and spaced at aration of 1/225 rentable square feet.

7.        The Building fire alarm, exit lights and smoke detector system,including fire extinguishers will be           in place to meet current Code requirements for the BuildingShell.

8.        Power distribution to each  floor of the Premises will be at aminimum of 2.5 watts for lighting and 4.5 watts available forconvenience power.

**Note that upon writtennotice to Landlord, Tenant may elect to receive an additionalallowance for these items in lieu of Landlord’s directpurchase of these materials.

**Landlord, atLandlord’s expense, will finish the bathrooms, elevatorlobbies, the Building lobby, all stairwells, service areas,elevators and janitorial closets.  Landlord will makeavailable to Tenant the architectural specifications and finishboards for these areas and Tenant shall have the right to provideinput into the architectural components, color and materialselections.**

****

**EXHIBIT“C-1”**

**toAgreement of Lease by and between**

**NBP 220,LLC, Landlord**

**and THETITAN CORPORATION, Tenant**

****

****

****

**INTERIORCONSTRUCTION AND RENOVATION CONTRACTOR REQUIREMENTS**

****

General

No work shall be permitteduntil Corporate Development Services (CDS) is furnished with copiesof all required permits.

All demolition, removal orother types of work, which may inconvenience other tenants ordisturb building operations, must be scheduled and performed beforeor after normal working hours.  CDS shall be notified at least24 hours prior to commencement of such work.

All fire alarm testingmust be performed after normal working hours.

Parking shall be indesignated areas only.

All access and deliveriesto the jobsite shall be via the designated constructionentrance/roadway.  No access will be permitted through frontor rear lobbies.

No alcoholic beverages,drugs, firearms or weapons are allowed on the jobsite.

Notify CDS ConstructionManager immediately of all accidents, injuries and hazardousconditions.

All tools, equipment,ladders and scaffolding shall be in good condition and free fromdefects.

Do not begin anywork task until the appropriate safety measures have beenconsidered and put into use.

Electrical and/ormechanical rooms are to be left clean and in order nightly, withcovers returned to all electrical panels and doors shut andlocked.  The area must not be left unmanned whenopened.

The contractor, unlessotherwise specified, is to remove all construction debris from thePremises at the end of the job.  Under no circumstances is thebuilding trash bin or compactor equipment to be used for anyconstruction debris.  The location of construction dumpster isto be cleared with building management.

All electrical or plumbingtie-ins or shutdowns will be scheduled in advance, with a minimumof 48 hours notice, with the building management andCDS.

All sprinkler and firealarm tie-ins or shutdowns will be scheduled in advance, with aminimum of 48 hours notice, with the building management andCDS.

Smoking is not permittedin any part of the building.

Oil based or epoxy basedpainting must be performed after hours, except when approved byCDS.

NOTE:  In the eventof a sprinkler or fire alarm tie-in, all systems are to be returnedto the proper operating condition before the contractor may leavethe premises.

PersonalProtection

Hard hats must be wornwhile working in areas where overhead work is beingperformed.

Wear hard soleindustrial-quality work shoes or boots – tennis shoes,moccasins, or other soft-sole shoes will not bepermitted.

Wear gloves, hearingprotection and eye protection as conditions warrant.

Short pants or sleevelessshirts will not be permitted.

Housekeeping

Each subcontractor isresponsible for keeping its work area clean and orderly at alltimes.  All trash, debris, discarded materials, etc. must becleaned up on a daily basis.

Keep work area free oftripping or slipping hazards.

Do not restrictaccess to exits or fire extinguishers.

Do not block aislesor walkways with equipment or materials.

Regulations forContractors

While workmen are in thebuilding, they will conduct themselves in a quiet and efficientmanner and demonstrate courtesy to tenants and staff.  Abusiveand foul language will not be permitted at anytime.

There will be a person ofauthority (supervisor) on the job at all times who will beaccessible to building management.

Contractors will bepermitted to use restroom facilities only on the floor whichconstruction services are being provided.  Any damages tothese facilities will be repaired by the contractor at its solecost and expense.  Landlord will provide no janitorialservices to such restrooms.

Wherever possible, noworkman or materials are to block loading dock access on any floor,or to block restrooms, stairwells or suite access.  Workmaterials may not obstruct access way for tenants.

Materials and/or supplieswhich must remain on the premises overnight are to be consolidateddaily and stored in a discreet location out of tenants’ viewif possible.  If building staff designates a better locationof storage than originally chosen, the contractor is to havematerials relocated.

No constructionmaterials/tools shall be transported across the lobby. Anydeliveries requiring more than one trip will have to be scheduledin advance through building management.

Proper attire must be wornat all times including shoes and shirts; no cut off shorts orragged clothes will be permitted at any time.

Workmen are not tocongregate in any public area for lunch or for reasons other thanwork.  Noon break is to be taken away from access and egressareas of the building.  All lunch trash is to be properlydisposed of by the workmen.

Daily cleaning is to beperformed in the work area before leaving the premises, including,but not limited to, the clean up of (vacuuming of) floor covering,exposed surfaces, janitor’s closet and other affectedareas.

Prior to Commencement ofWork

The general contractormust submit to Landlord Insurance Certificates that include anindemnity hold harmless clause in accordance with the attachedinsurance requirements.

At such time as othertenants shall occupy the Building, core drilling or cutting shallbe permitted only between the hours of 7:00 PM and 7:00 AM Mondaythrough Friday and 4:00 PM on Saturday through 7:00 AM onMonday.  All core drilling/cutting must be approved by theBase Building structural engineer.  X-rays of areas may berequired at Landlord’s engineer’s discretion.  Theproperty management office and CDS must be notified at leasetwenty-four (24) hours prior to commencement of work.

Prior to the initiation ofany other tenant construction activity in the Building, contractorshall make arrangements for use of the loading dock and elevatorswith the property management office.  Upon initiation ofconstruction activity by any other tenant in the Building,contractor shall make arrangements for use of the loading dock andelevators with the property management office forty-eight (48)hours in advance.  Notwithstanding the foregoing, contractorshall not have a priority over future tenants and/or theircontractors in the use of the elevators and loading dock.  Nomaterial or equipment shall be carried under or on top of theelevators.  If CDS deems an elevator operator is required,such operator shall be provided by the general contractor at thegeneral contractor’s expense.

Tie-in of either firealarm or sprinkler/fire suppression systems shall not occur untilall other work related to such systems has beencompleted.

If the general contractoris negligent in any of its responsibilities, CDS shall give generalcontractor notice of such negligence and a reasonable opportunityto cure such negligence (except in the case of emergencies orpotential harm to persons or damage to property), at generalcontractor’s sole expense.  If general contractor failsto cure such timely negligence, CDS may elect to correct the sameand general contractor shall be charged for the correctivework.

All equipment and materialinstallation must be equal to the standards of workmanship andquality established for the Building.

General contractor shallsubmit to CDS office a final “as-built” set of drawingsshowing all items of work in full detail.

Contractors who requiresecurity for Tenant’s premises during construction shallprovide same at their sole expense.  Landlord and CDS will notbe liable for any stolen items from Tenant’s work area. It is suggested that the contractor and subcontractors use onlytools and equipment bearing an identification mark denoting thecontractor and subcontractor’s name

All contractors’subcontractors/employees will enter and exit through the loadingdock area, and use the freight elevator.  Building passengerelevators may not be used.

Prior to commencement ofconstruction, CDS and contractor will inspect the Building andcontractor will prepare and deliver to CDS a memorandum settingforth any pre-construction damages to the Building.  Anydamage caused by contractor to existing work of others shall berepaired or replaced at the sole cost and expense of the contractorto CDS’s satisfaction.

The contractor shall beresponsible for the protection of finished surfaces of public areas(floors, walls, ceiling, etc.).

The contractor mustarrange to have freight or stock received by its own forces. Contractors and subcontractors are required to submit to theproperty management office a written request for dock space foroffloading materials and/or equipment required to constructTenant’s space.  All requests are to include the name ofsupplier/hauler, time of expected arrival and departure fromLandlord’s dock facility, name of contractors andsubcontractors designated to accept delivery, and the location thatthe materials/equipment will be transported by thecontractor/subcontractor.  Disregard for this requirement willresult in those vehicles being moved at the vehicle owner’sexpense.  Under no circumstances will a vehicle be parked andleft in the loading dock.  The contractor must provide forstorage and removal of all trash at the contractor’sexpense.  The contractor is not allowed to use the buildingtrash dumpster under any circumstances.  Any buildingmaterials left in loading dock, service corridor, stairwell,garage, on the site, etc. will be removed from the Project at thecontractor’s expense.  Upon delivery of materials to theloading dock, tools, supplies, equipment, etc., the transportvehicle must be removed from the loading dock prior to thematerials being carried to the work-site.

InsuranceRequirements

The contractor shall,throughout the duration of any contract or any work authorizedunder purchase order, at its expense, carry and from time to timerenew Worker’ Compensation Insurance, Public LiabilityInsurance in the amount of $2,000,000, single limit covering bothBodily Injury and Property Damage, including coverage for the belownoted indemnity agreement in such amounts Landlord mayapprove.  An insurance certificate in the customary form,naming Corporate Development Services, Inc. as additional insuredand evidencing that premiums therefore have been paid, shall bedelivered to Landlord simultaneously with the execution of anycontract and prior to performing any work authorized under apurchase order and within fifteen (10) days prior to expiration ofsuch insurance a like certificate shall be delivered to Landlordevidencing the renewal of such together with evidence satisfactoryto Landlord of payment of the premium.  All certificates mustcontain a provision that if such policies are canceled or changedduring the periods of coverage as stated therein, in such a manneras to affect this certificate, written notice will be mailed toLandlord by registered mail ten (10) days prior to suchcancellation or change.

**EXHIBIT“D”**

**toAgreement of Lease by and between**

**NBP 220,LLC, Landlord**

**and THETITAN CORPORATION, Tenant**

****

**PLAT OFSIGNAGE**

**EXHIBIT“E”**

**toAgreement of Lease by and between**

**NBP 220,LLC, Landlord**

**and THETITAN CORPORATION, Tenant**

****

****

**SUBURBANOFFICE BUILDING GUIDELINES**

**SUBURBANOFFICE**

**BUILDINGDESIGN**

**GUIDELINES**

**January,2003**

Design Guidelines forSuburban OfficeBuildings                                                                                    2 of 31 Revised January, 2003

**TABLE OFCONTENTS**

INTRODUCTION.................................................................................................................................................3

GENERAL DESIGN-COMMON ELEMENTS.....................................................................................................5

DIVISION 2 -SITEWORK....................................................................................................................................7

DIVISION 3-CONCRETE....................................................................................................................................10

DIVISION 4 -MASONRY....................................................................................................................................11

DIVISION 5 -STEEL............................................................................................................................................12

DIVISION 7-THERMAL AND MOISTURECONTROL......................................................................................12

DIVISION 8 -DOOR, WINDOWS, GLASS...........................................................................................................13

DIVISION 9 -FINISHES.......................................................................................................................................14

DIVISION 10 -SPECIALTIES..............................................................................................................................17

DIVISION 12 -FURNISHING...............................................................................................................................19

DIVISION 13-SPECIAL CONSTRUCTION........................................................................................................20

DIVISION 14 -VERTICAL CONVEYING SYSTEMS..........................................................................................21

DIVISION 15-MECHANICAL............................................................................................................................22

DIVISION 16-ELECTRICAL..............................................................................................................................28

Design Guidelines forSuburban OfficeBuildings                                                                                    3 of 31Revised January,2003

**INTRODUCTION**

These Guidelines have beenestablished to maintain consistency in the level of quality for allof CorporateDevelopment Services, LLC'sSuburban Office Buildings. These guidelines should be adhered to asclosely as possible. Any considered deviations must be approved bythe Sr. Vice President of Construction and the President ofCorporate Development Services, LLC prior to implementation. Theseguidelines will be subject to review and update every six (6)months.

Design Guidelines forSuburban OfficeBuildings                                                                                    4 of 31Revised January,2003

**General Design****Common Elements**

The overall design ofCorporate Development Services, LLC's Suburban Office Buildingsshould alwaysinclude the following commondesign elements except as may be modified by leasingconsiderations:

Site

1. Parking ratio of atleast 4.0 spaces/1000 s.f.

2. Enclosed dumpster pad10 X 22 large enough to accommodate a trash and a recyclereceptacle. 3. Irrigation system around building pad and mainentrance areas.4. Drop off area near or atfront of building.

5. Architecturally treatedmain entrance.

6. Well-landscaped sitewith large plant material. Tree caliper to be a minimum of21/2". Sod allareas within building pad and main entry drive.7. Mow strip around perimeter of building.

8. Architecturallydesigned site directional and building signage.

9. Monument sign atentrance to site designed to be compatible with building facadematerials.10. A future generator locationwith conduits installed as part of initial construction.

Building Shell-Facade

1. Pre-cast or masonryskin with curtain wall, ribbon and/or punched windows. Introductionof stoneand/or metal panels can also beconsidered.

2. Architectural featureat main building face/entrance.

3. Roof screen designed tocomplement the building facade.

4. Adhered EPDM membraneroof.

5. Architectural lightingat main entrance.

Building Interior

1. First floor main andelevator lobbies architecturally designed with elements of tile,wood, carpet, polymix, glass and storefront.

2. Consideration given forlocation of artwork and building directory.

3. Where practical, threestairwells are to be provided. The center stairwell shall beaccessible fromelevator lobby.

4. A mailroom alcove shallbe provided on first floor.

5. One elevator shall berear accessible at the first floor.

6. The main electricalroom, telephone room and sprinkler/water service room should begrouped aroundone back corner of thebuilding at the loading dock entrance.

7. A loading dock, eitherexternal or internal, shall be provided with 48" dock height andcapable of

handling at least one (1)over the road tractor-trailer (45' to 50' trailer).

8. A Building Engineer'sOffice, approximately 10' X 10', shall be provided in same area asloading

dock. Office to includelighting, lay-in ceiling, receptacles in wall, telephone jack, andshelving.

Design Guidelines forSuburban OfficeBuildings                                                                                    5 of 31Revised January,2003

9. Where practical, two(2) electrical closets and telephone closets shall be provided oneach floor. Eachshall be sized to service 'hof a floor. Closets shall be stacked up the building and floorsleevesprovided.

10. A bulkhead withpilaster shall be provided between elevator lobbies and tenantcorridors to facilitate the transition of finishes.

11. If glass is proposedon first floor at tenant areas off of lobby, glass shall be frostedor architecturallytreated.

12. Elevator cabs to becustom designed using wood or laminate panels, stainless trimand/or mirrors.

13. Restrooms shall begrouped where possible with an alcove entry. Water fountains shallbe an integralpart of alcove.

Specific details as tostructural design, materials, finish and systems are noted with thefollowing pages of theguidelines.

Design Guidelines forSuburban OfficeBuildings                                                                                    6 of 31Revised January,2003

**DIVISION 2****-****SITEWORK**02-0100SUBSURFACEINVESTIGATION

1. As soon as possibleafter a site plan and building footprint has been established, aGeotechnical Engineershould be hired toperform a subsurface investigation of the site.

2. A boring plan shall beprepared by the Civil Engineer based on input from the structuralengineer.

3. GeotechnicalInvestigation report should provide recommendation for foundationdesign, paving cross section design, control of subsurface wateretc.

02-2100GRADING

1. Every effort should bemade to establish a grading plan that balances the earthwork on asite to avoidadded costs for import orexport of materials.

2. Excess topsoil shouldbe utilized to the fullest extent possible. Beauty berming shouldbe considered wherever appropriate.

3. A minimum of 6" of goodclean topsoil should be placed in all lawn and planting areas toinsure adequatematerial growth.

4. Consideration shall begiven to designing grades thatminimizestormdrainage system requirements for inlets and yard drains. Entrancedrive shall not exceed 6 % slope unless site condition prohibit.Parkingon grade shall comply with ADA inarea of handicap parking and shall not exceed 4 % slope indirectionof parking space line up (2 %maximum in all directions for ADA spaces).

02-3500PILES AND CAISSONS

1. In the event that thesoil bearing is such that some form of piles are necessary tosupport foundation loads,first considerationshould be given to the use of augured/pressure-grouted pilestominimizesite disturbance.

02-5000PAVING

1. All parking and drivelane paving designs shall be based on recommendations from theGeotechnical Engineer.

2. Loading areas, mainentrance roads, truck access drives and drop off areas in front ofbuilding shall bedesigned to conform toheavy duty paving recommendations. Parking and all other pavedareas should be light duty.

3. Standard concrete curband gutter pans shall be used as required.

Design Guidelines forSuburban OfficeBuildings                                                                                    7 of 31Revised January,2003

4. Parking shall be basedupon a minimum ratio of 4.0 spaces per 1000 s.f. of building areaand potentiallyincreased per specific tenantrequirements. The total shall include all required handicapspaces.Consideration shall be given to dropoff lane in front of building. Parking space dimensionsshallconform to local jurisdictionrequirements but in general shall be 9'x18'. All handicap parkingspacesshall comply with ADArequirements.

5.Astriping plan shall be included in final design documents. Saidplan shall include parking spaces and handicap striping as well asany traffic control striping and details.

6. Should Geotech reportacknowledge need for underdrains or should grading of parking areasuncoverpotential wet conditions, underdrainsshall be employed to keep water from potentially damagingthepaving base.

7.Loading dock areas and dumpster pads including access in frontof pad should be reinforced concretedesignedfor truckloads.

02-5250UNITPAVERS

1. When pavers are used inroad or walk areas, pavers should be set on a concrete subbase withsand baseand edge moldings forsupport.

02-6000UTILITYPIPING

1. Potable and firewaterservice shall be designed in accordance with all Federal, State andLocal jurisdictioncodes andstandards.

2. An analysis shall bemade to determine if separate underground potable and fire servicesare moreeconomical than a combined service.Consideration needs to be given to jurisdiction requirementsformetering, meter location, backflowrequirements, necessity for vaults etc.

02-7200STORMDRAINAGE

1. All storm drainageengineering and design shall be in accordance with Federal, Stateand Localjurisdiction codes andstandards.

2. Every effort shall bemade to design system to minimize number of inlets and pipe withoutjeopardizingimpact of drainagearea.

3. Where grading aroundbuilding is such that the flow line is of minimal slope, yarddrains shall beconsidered to insure thatponding does not occur.

4.RCCPand ADS piping shouldbe used as allowed for all storm sewerage.

Design Guidelines forSuburban OfficeBuildings                                                                                    8 of 31Revised January,2003

02-7300SANITARY SEWERAGE

1. All sanitary sewerageengineering and design shall be in accordance with Federal, Stateand Localjurisdiction codes andstandards.

2. Pipe materials shall beeither PVC or ductile iron as allowed by the localjurisdiction.02-7700PONDS

1. Should a stormwaterretention pond be required, it should be situated in such a fashionon the site that itcompliments the site. Ifthe site is too tight, economic studies should be made to look atunderground alternates.

2. If only qualitymanagement is required, storm receptors or quality swales should beused in lieu of ponds.02-9000LANDSCAPING

1. Corporate OfficeProperties Trust and Corporate Development Services may utilize itsown consultant toprepare landscape andhardscape design.

2. Every effort should bemade to provide a professional image to the building's surroundingutilizingupgraded landscape in lieu ofminimal standard with designed accent areas per previously approvedplan.

3. Assume a minimum budgetof $1.25/s.f. of building for plants, trees and irrigationsystem.

4. An irrigation systemshall be installed along front of buildings and areas that areimage producing,especially main entryareas.

5. Architecturally treatedtrash and cigarette receptacles should be specified to complimentbuilding's front and rear entrances

6. An additional budget ofno less than $.50/s.f. should be included for building hardscape.Hardscapedesign to be created to providepleasant seating areas wrapping in well landscaped areas to provideasecured private feeling. Budget to includelighting, seating, tables, etc.

Design Guidelines forSuburban OfficeBuildings                                                                                    9 of 31Revised January,2003

**DIVISION 3 -CONCRETE**03-3100STRUCTURAL CONCRETE

1. All foundations,footings, slabs, retaining walls and grade beams shall be designedin accordance withgeotechnicalrecommendations and applicable codes and standards.

2. Design Loads

A. Slab on deck =100#/s.f. live load 20#/s.f. partitionload

B. Slab on grade =150#/s.f. min

3. All slabs to bereinforced with welded wire mesh.

4. When a Cast-In-Placestructure is justified, the slab design should first consider amild steel floor slabdesign in lieu of posttensioning.

03-4500ARCHITECTURALPRECAST

1. Building designed withprecast skin can utilize one of two forms of panels:A. Typical precast panel, 6"± wide.B. "Slenderwall" panel by Smith-Midland

2. Typical precast panelsshould be fabricated with white cement and have an acid etched orlight "blast"finish with heavier blast orcomplimentary color accent.

3. Slenderwall panels mayutilize "architectural cast brick design".

4. All precast shall belight earthy colors and have some relief using reveals etc. Whenbuilding is four ormore stories, thebuilding's ground floor should be designed such that it establishesa true "base" to thebuilding.

Design Guidelines forSuburban OfficeBuildings                                                                                    10 of 31Revised January,2003

**DIVISION 4 -MASONRY**

1. Where buildings aredesigned with masonry skin, the design should be masonry on metalstud andsheathing.

2. Masonry skin shall behigh quality standard brick with low absorption characteristics.Brick sills shall beangled or shaped toprevent ice and water accumulation. Sills should be primepainted.

3. Soldier coursing and/orcorbelling is recommended for appearance variation. Brick shall beearth tone incolor with complementarymortar.

4. Brick shall be properlyreinforced including use of horizontal reinforcement at every 4 to5 coursings oras directed by the structuralengineer.

Design Guidelines forSuburban OfficeBuildings                                                                                     11 of 31Revised January,2003

**DIVISION 5****-****STEEL**

1. Design shall be basedupon the following load criteria:

A. Floor loads = 100#/s.f.live

20#/s.f.partition

B. Roof loads-normal snow load plus live load of30 lbs/s.f.C. Stairs-100 lbs/s.f.

2. Bay spacing should besuch that columns do not prohibit good space planning (in general30'x30', 30'x35'or 35'x35'). Overallbuilding depth should be between 95' and 125'± to keeptenant space depth withinreason fromcorridor to window line.

3. Steel Design

A. Structural steel to beASTM 572, Grade 50B. SteelPipe -ASTM A53, Grade B

C. Steel Tube-ASTM A 500, Grade B

D. Structural steel platesand angles-ASTM A36,Grade 36

4. Floor deck to bepainted. Roof deck to begalvanized.Steel should not be shoppainted except for that steel associated with masonry reliefangles.

5. Floors shall bedesigned as composite decks.

6. Floor to floor heightsshall be a minimum of13'-6", with the firstfloor being aminimumof 14 feet.7. Roof design shallaccommodate concrete slab for rooftop units. Roof slope shallbe1/a"/ft8. Provisions for window washing tie offto be provided.

9. Metal roof screen withaccess gates to be provided around all mechanical units. Roofscreen color shallbe compatible with overallbuilding architecture.

Design Guidelines forSuburban OfficeBuildings                                                                                    12 of 31Revised January,2003

**DIVISION 7****- THERMAL AND MOISTURE CONTROL**

1. Roofing

A. System to be fullyadhered, EPDM membrane roof

B. Membrane thickness .06"(60 mil)

C. Obtain aminimumof a 15-yearwarranty

D. Provide manufacturer'sapproved walkways for rooftop equipment access.

E. Acceptablemanufacturers include:

1. Carlisle2. Firestone

2. Insulation

A. Walls- R-20 minimum B. Roof - R-19 minimum

3. Sealants as required.All sealants to be compatible with the use.

Design Guidelines forSuburban OfficeBuildings                                                                                   13 of 31 Revised January, 2003

**DIVISION 8 - DOOR,WINDOWS, GLASS**

1. Doors

A. Exterior stairexits- storefront type, Kawneer Series 450or equal

B. Interior

1) use hollow metal doorsfor all main electrical, fire protection and telephone rooms; doorsto beminimum of3'-0"X 7'-0", painted

2) use solid core, staingrade, wood doors with Architect's required hardware for allrestrooms, coreelectrical and janitorialclosets, elevator equipment rooms, stairwells and tenant entrydoors to be a minimum of3'-0" X8'-0"

C. Main entry- all main building entry doors to be double 3'-0" X 8'-0"doors, aluminum storefront type similar to Kawneer 450 System.Vestibules shall be provided for air lock. Number of doors willdepend upon projected occupancy load. Glazing to be 1/4" temperedwith tinting to match window system. Hardware shall be stainlessfinish and not brass.

D. Final door hardware toutilize a cylinder locking system throughout entire building.Keying plan shallbe similar to that shown inAttachment A.

E. Closures on exteriordoors to be heavy duty grade.

F. As aminimum, one leaf of the main entry and associated vestibule doorsshall be equipped with anADA compliantautomatic door opening device similar to that manufacturedbyStanleyCorp.

2. Windows

A. Combination of aluminumstrip window system (Kawneer FA - Set 400 and FA - set SSG orequal), punch windows (6'-5" high on 5' horizontal modules) andcurtain wall. B. Mullions to be color coordinated byArchitect.

C. Glazing shall be 1"insulated tinted float glass. Tinting to be smoke gray, green orblue and slightlyreflective.

D. Spandrel glazing- ceramic coated, ASTM C1048, Condition 3, type 1,Class 1, Quality q3 and fully tempered.

E. Curtain wall- Kawneer 1600 of equal.

F. All window systems tobe inspected for compliance with manufacturer's installationstandards.Selective window sections shouldbe water tested for leaks once properly installed.

3.Mirrors

A. All restrooms to befurnished with vanity mirrors. Mirrors to be full length of vanityand of sufficient

height to completely fillthe area between vanity backsplash and lightingbulkhead.

B. A full height mirrorwall mounted, shall be provided in women's restroom.

C. Mirror glass:ASTM 1036, Type 1, Glass 1, Quality a2,V4"(6.0mm) thick with silvercoating

complying with FS DD-M-411with 10 year warranty.

D. Stainless steelchannels with'/," weeps at 12" centers withconcealed anchorage.

Design Guidelines forSuburban OfficeBuildings                                                                                     14 of 31Revised January,2003

**DIVISION 9****-****FINISHES**

1. Ceiling heights-minimum of9'-0"2. Core Areas

A. Main Lobby

1) flooring- stone, ceramic or porcelain.

2) walls- combination of polymix, wood and/or stone

3) base-stone or ceramic

4) lighting-combined use of highhats, pendantand/or wall sconces

5) ceiling-combined use of drywall and 2'X2'lay-in tile, architecturally pleasing, maximize ceilingheight in this area.

B. Rest Rooms

1) flooring-ceramic, 8" square minimumsize

2) walls- ceramic to a minimum of 6'-6" above finished floor withpaint or wallcovering above;accent coloraround lav area, 8" squareminimumsize.Ceramic tile pertains to wet wall areas at aminimum.

3) base-ceramic cove

4) ceiling-drywall or 2'X4' plastic coatedlay-in tile

5) vanity-integral Corian top and bowl withback and side splash

6) toiletpartitions-ceilinghung, steel with baked enamel finish

7) toilet room accessories- stainless steel, AISI No. 4 bright directional finish, Bobrick orequal 8) vestibules -flooring underfountains to be stone or ceramic

3. Upper floor elevatorlobbies:

A. Flooring-carpet or carpet intermixed withsome tile. Carpet to have field and border. Carpet to bevinyl backed

B. Walls- polymix or wallcovering

C. Base- carpet with seamed edge.

D. Ceiling-similar design as mainlobby

E. Lighting- similar to main lobby

4. TenantCorridors

A. Flooring- carpet with field and border

B. Base - carpet withseamed edge, vinyl backed.

C. Ceiling-2'X2' lay-in, acoustical tile andmatching metal grid at9'-0"AFF. Drywall bulkhead andpilasterat transition between lobby and corridor

D. Walls-polymix

E.Lighting-2'X2' or2'X4' lay-in, T-8 with electronic ballast, fluorescent, deep cellparabolic lens.

5. Mail Room (1st flooroff of tenant corridor)A. Flooring-carpet or tile

Design Guidelines forSuburban OfficeBuildings                                                                                    15 of 31 Revised January, 2003

B. Base- carpet with seamed edge or tile

C. Ceiling-2'X2' lay-in, acoustical tile;same as tenant corridor

D. Walls-polymix

E. Lighting -2'X4' lay-in, T-8 with electronic ballast, fluorescent,parabolic lens.

6. JanitorialClosets

A. Flooring-VCT, epoxy painted or sealedconcrete

B. Base-vinyl

C. Ceiling-gyp. board or 2'X4' lay-in,plastic coated tiles or no ceiling

D. Walls-eggshell paint

1) wall at slopsinkshould receive ceramictile or FRP board in splash area

E. Lighting-2'X4' lay-in, T-8 fluorescent,prismatic lens or pendant hung when there isn't aceiling

F. Shelving to beinstalled where practical.

7. Stairwells

A. Exit corridors tooutside exit.

1) flooring -VCT

2) base-vinyl

3) walls-eggshell or polymixpaint

4) ceilings-2'X4' lay-in, acoustical tile ordrywall per code

5) lighting-2'X4', lay-in T-8 fluorescent,electronic ballast, prismatic lens or surface mounted ifdrywall ceiling

B. Stairs -Exit

1) walls - paintedeggshell or semi-gloss board or painted CMU, depending uponstructural design for building wind bracing

2) risers-reinforced'/a"thick molded rubber with 2" colorstrip and raised disc texture. Cover asselected by Architect.

3) landings-VCT or molded rubber tile withraised disc texture to match risers, 24"x24". Color asselected by Architect.

4) base-vinyl or rubber

5) ceilings -2'X4' lay-in acoustical tile or drywall at top landingonly.

6) lighting -wall mounted, fluorescent fixtures proving up and downlighting

7) ground floor area understair stringer should be sealed off by gyp. board wall to eliminatetrash

area and potentialsecurity problem

C. Stairs-Main Lobby

1) walls- gypboard, painted with upgraded polymix.

2) risers

a. 1stto 2nd floor-carpet or stone to match lobby

b. 2ndthroughroof-molded rubberriser and tread'/a:"thick square nosings, raised disctexture-color as selected by Architect

3) Landings

a. 1stfloor- tile orstone matching lobby entry

b. intermediate1S`to 2' floor-tile, stone or carpet to matchriser and treat finish

Design Guidelines forSuburban OfficeBuildings                                                                                    16 of 31Revised January,2003

c. 2' floor- same as 1S`andintermediate

d. upper floorlandings- molded rubber floor tile, 24"x24",raised disc texture - cover as selected by Architect.

4) base- vinyl or rubber

5) ceilings- 2'x4' lay-in acoustical tile or drywall at top landingonly.

6) lighting- wall mounted, fluorescent fixture providing up and downlighting

7) ground floor area understair stringer should be sealed off by gypboard wall to eliminatetrash and

potential securityproblems

8) railings to be anupgrade design from standard exit stairs

D. Building mainelectrical, telephone and sprinkler rooms.

1) flooring- concrete with epoxy paint, gray

2) walls- drywall, finished and painted. Where walls are concreteblock, they should receive filler and one coat of finish paint.Walls should be to deck

3) base- vinyl or rubber

4) ceilings- not required

5) lighting- fluorescent strip, pendant, T8 with electronicballast

E. Elevator machineroom

1) flooring- epoxy paint

2) walls- drywall, finished and painted. Where walls are concreteblock they should receive filler and one coat of finish paint.Walls should go to deck

3) base- vinyl

4) ceilings- not required

5) lighting- fluorescent strip, pendant, T8 with electronicballast

F. Telephone andElectrical Closets

1) Same finishes as Dabove for main electrical and telephone rooms except floor shouldreceiveVCT.

Design Guidelines forSuburban OfficeBuildings                                                                                    17 of 31Revised January,2003

**DIVISION 10****- SPECIALTIES**

1. ToiletPartitions

A. Ceiling mounted toiletpartitions and wall mounted urinal screensB.Baked enamel finish on steel

2. Signage

A. Base building interiorsignage for all restrooms, utility rooms and stairs will beprovided by owner. B. Signage to be mounted in frame for easyreplacement.C. Elevator warning signs to beincluded in elevator package.

3. FireExtinguishers

A. Multi-purpose drychemical B. Semi-recessed steel cabinets

4. Mailboxes

A. Horizontal typecomplying with USPS Publication 17.B. Frontloading door with locking capability.

5. ExteriorSignage

A. Provide all handicapparking signage as required.

B. Building identitymonument sign

1. position at mainbuilding entrance

2. design and materials tobe comparable with building and local code requirements3. pinned on letters

4. groundilluminators

5. should include buildingname, address, COPT logo and name in white or silver as designatedbyAsset Manager.

6. TrafficFlow Signs

A. Directions B. DeliveriesC.    Visitors

Design Guidelines forSuburban OfficeBuildings                                                                                    18 of 31Revised January,2003

**DIVISION 12 -FURNISHING**

1. WindowTreatments

A. All windows to receivehorizontal metal "mini-blinds" with 1" slats, Levelor "Newport" orequal.B. Color as selected by Interior Designer tocomplement window mullions and sill.C. Blind to be commercial quality withfollowing:

1. headrail:Y4"H x 13/16" wide

2. slat thickness- .0085" nominal

3. 14.2 slats perfoot

4. lifetimewarranty

D. See Attachment"B"

E. Blinds to be attachedinside vertical mullions

2. Recessed EntranceMats

A. Similar to Matworkstype DMB. Color as selected by Architect

Design Guidelines forSuburban OfficeBuildings                                                                                     19 of 31Revised January,2003

**DIVISION 13****- SPECIAL CONSTRUCTION**13-0000SPECIALCONSTRUCTION

1. Building ManagementSystems

A. Building MechanicalSystem (BMS) shall be designed and furnished with all requiredinput points and interface devices to be fully monitored andcontrolled from a remote location.

B. BMS to be TAC (CSI)I/NET.

C. All required Lan wiringbetween VAV's and air handling devices shall be provided permanufacturer's

requirements.

D. Input points shallinclude but not be limited to: 1) Supply air temperature 2) Return air temperature3) Mixed air temperature4) Outdoor air temperature 5) Duct static pressure 6) Compressor #1 status 7) Compressor #2 status 8) Compressor #3 status 9) Compressor #4 status10) Unit Common Alarm11) Unit Refrigerant Alarm12) Unit Filter Alarm 13) Unit Heat Fail Alarm14) Unit VFD Alarm15) Warm-up status

2. Security Access (Byowner)

A. Building main entranceaccess shall be controlled after hours by a proximity card readeraccesssystem.

B. Main entrance proximitycard reader and control panel to be mounted adjacent to entrance onsolidwall or pedestal.

C. System shall includemagnetic locks on front doors with exit button and motion detectorfor exitfunction.

D. All other exit doors tohave door monitoring contacts only.

E. System to be monitoredby a third part security company.

F. Provisions to beincluded in elevators for future proximity reader.

Design Guidelines forSuburban OfficeBuildings                                                                                    20 of 31 Revised January, 2003

**DIVISION 14 - VERTICALCONVEYING SYSTEMS**

1. Provide type, numberand size of elevators as follows:

A. Type

1) hydraulic-buildings of 4 stories orless

2) traction - buildings 5stories or greater

B. Number

1) 1 elevator- 2 story buildings less than 50,000 RSF

2) 2 elevators-2 story buildings 50,000 RSFor greater; 3 and 4 story buildings less than 115,000RSF

3) 3 elevators-3 and 4 story buildings upto 150,000 RSF; 5 story buildings up to 150,000 RSF4) number determined from elevator study-multi-story buildings greater than150,000 RSF

C. Size

1) single elevatorbuildings-3,500#

2) two elevatorbuildings- 1-3,000#, 1-3500#

3) three elevatorbuildings-3-3,500#

4) multiple elevatorbuildings-one (3,500to 4,500#), remainder passenger (3,000#)

2. Finishes

A. Cabs, Hoistways,Doors

1) ceiling-provide minimum ceiling height of9'-0" in all elevators 2) finishes

a. doors and frames-stainless steel,brushed b. cabs - as selected by Architect/Owner

3. AcceptableManufacturers

A. Montgomery-KoneElevator Corp. B. Otis Elevator Co.

C. Schindler ElevatorCorp.

4. Speed- Maximum available with either hydraulic ortraction 5. Specialties

A. Automatic return (EMRUnit) upon loss of power. (Battery assisted-Hydraulic only)

B. Traveler cable forfuture card reader

C. Cab shell to be steelstructure to allow for custom finishes. (Alternate option forstandard finish cab)

Design Guidelines forSuburban OfficeBuildings                                                                                    21 of 31Revised January,2003

**DIVISION 15****-****MECHANICAL**15010 GENERALREQUIREMENTS

1. Design Criteria(Note-This may varyby geographical location)

A. Summer Indoor-75 degrees F.D.B. and 50%R.H.

B. Summer Outdoor-Based on local21/2%design conditions as specified in the latest editionof the'ASHRAE Handbook andFundamentals."

C. Winter Indoor-70 degrees F.D.B.

D. Winter Outdoor-Based on local971/2%design conditions as specified in thelatest edition of the"ASHRAE Handbook ofFundamentals."

E. Electrical Load - 4.5watts/square foot (lighting and power).

F. Occupancy-1 person/142 squarefeet.

G. Ventilation air(outside air)- 20cfm per person.

2. SystemDescription

A. Buildings of 5 Storiesor less; 150,000 s.f. or less

1. The air handling systemshall include variable air volume (VAV), self-contained rooftopair

handling units ( two perfloor where roof area allows) and associated duct and VAVboxes.2. Heating on the building perimeterprovided by fan powered VAV boxes with electric coils. 3. One (1) constant air volume rooftop air conditioning unit shallbe provided for the lobby and

common spaces.

4. The base buildingconstruction shall consist of the rooftop air conditioning unitsincluding the supply and return air duct risers from the rooftopunits to each floor, medium pressure duct and the VAV'son each floor. VAV coverage density shall be asfollows:

a) Cooling only box-1 per 1000 s.f. of tenantarea

b) Fan powered heatingboxes-1 per 30 linearfeet of perimeter (or 450s.f.)

5. Where gas is available,the roof top units shall be gas fired for early morning warm up iftheeconomics are favorable.

B. Buildings 5 stories ormore and greater than 150,000 s.f.

1. The system shall bedesigned as a condenser water system with cooling tower, associatedpumps,condenser water loop, self containedair handlers with multiple stage compressors; and VAV boxdistribution.

2. Design shall includetwo (2) air handlers per floor where floor plate size allows.3. Cooling tower shall be located on roofwith pumps in penthouse.

4. Air handler rooms shallbe acoustically designed tominimizenoise.

5. Air handling unitsshall be designed with particular attention being paid tovibration. Units shall

include all necessaryvibration dampening option, isolation springs, and if necessary,placed on

isolated slabs. Unitsshall be Trane or approved equal

6. Cooling Towers to beBaltimore Air Coil or approved equal.

Design Guidelines forSuburban OfficeBuildings                                                                                   22 of 31Revised January,2003

3. Codes andStandards

All work under thissection shall be in accordance with the local codes and applicablenational standards(i.e., ASTM, AGA,etc.).

4. Identification ofDuctwork and Piping

All service piping whichis accessible for maintenance shall be identified with plasticidentificationmarkers.

5. Testing andBalancing

A. All air systems to betested and balanced by an independent agency that is a member ofthe ABC or NEBB. Agency shall submit data report forms to include design andactual values.

C. HVAC system to becommissioned prior to turn-over for tenant fit-out.15050 BASIC MATERIALS AND METHODS

1. Standards

Current editions of thefollowing shall govern the work herein:

A. ANSI- American National Standards Institute

B. ASTM- American Society for Testing and Materials C. FS - Federal Specifications (if any apply) D. AWWA - American Water Works Association

2. Piping

A. Refrigerant piping tobe type "L" hard copper.

B. Cooling coil condensatedrain piping to be cooper DWV or Type "M" hard copper above gradeorType "K" hard copper belowgrade.

3. Hangers andSupports

A. All pipes must beproperly supported by steel hangers and supports with sufficientclearance to avoidinterference withelectrical conduit, lighting fixtures, etc.

15160VIBRATION ISOLATION AND NOISE CONTROL

Design Guidelines forSuburban OfficeBuildings                                                                                    23 of 31 Revised January, 2003

A. All equipment, ductworkand piping (except fire, soil, waste vent, domestic cold and hotwater) shallbe isolated by spring type orother specified vibration isolators.B. "Silencer" curbs for all roof topunits.

15250INSULATION1. Pipe Insulation

A. Furnish fibrous glassinsulation with all service jacket for all refrigerant piping,domestic hot and cold water, and interior horizontal rainleaders.

B. Fittings and valvesshall have same thickness insulation as adjacent piping.

2.Duct OutsideInsulation

A. 2" thick rigid glassfiber board insulation for all outside air intakeductwork.

B. 2" thick glass fiberblanket insulation for all supply air ductwork (top flooronly).

3. SoundInsulation:

A. All main duct drops andruns from roof top unit into top floor space of building shall beenclosed indrywall above suspended ceilingto abate airflow noise.

B. Sound enclosure designshall consist of:

1. 2 layers of'/2inch thickgypsum board

2. 31/2inches of fiberglass insulation blanket

3. Necessary framing forsupport around duct

15400PLUMBING1. General

A. The plumbing systems tobe designed and installed in accordance with the local jurisdictionplumbing code and all applicable Federal Government state and locallaws, rules, regulations and codes ofauthorities having jurisdiction.

2. DomesticWater

A. Building to be providedwith a complete cold and hot water distribution system. The systemshallinclude but not be limited to, serviceinto the building from the on site main, meter, storage typehotwater generators, piping distributionsystem and connections to plumbing fixtures and otherequipmentrequiring same.

B. The quantity and typeof plumbing fixtures to be in conformance with local codes andregulations, andwill meet governmentrequirements for the handicapped.

C. The fixtures are asfollows:

Design Guidelines forSuburban OfficeBuildings                                                                                    24 of 31Revised January,2003

1) Water closets shall bewall hung with flush valves.

2) Urinals for men'stoilet shall be wall hung with flush valves.

3) Lavatories shall beintegral with the countertops.

4) Electric water coolersshall be wall mounted semi-recessed, stainless steel, singlebubbler.

D. Hot water to lavatoriessinks and other fixtures shall be provided a maximum of110°.

E. Water piping within thebuilding, above ground, to be Type L hard copper with solderjoints.

F. Underground pipingshall be Type K copper and/or cast iron with 250 psi cast ironfitting.

3. Sanitary Drainage andVent System

A. The building shall havea complete sanitary drainage and vent system. The system shallinclude, butnot limited to, drainageconnections to plumbing fixtures and other equipment requiringsame, floordrains, floor sinks and cast ironorgalvanizedsteel drainage and vent piping. PVC piping, if permitted, willbe considered as an alternate.

B. The underground pipingsystem shall be cast iron, or PVC, ifpermitted, extended outside the building walls to connect to theon-site sanitary drainage system

C. Cleanouts to beprovided on each floor for toilet rooms. Cleanouts should bedesigned so they arewithin restroomspace.

4. Storm WaterDrainage

A. The building shall havecomplete storm water drainage system including, but not limited toroof

drains, area drains, aninside service weight cast iron orgalvanizedsteel pipe distributionsystem.

B. The underground pipingsystem shall be cast iron extended outside the building walls toconnect to the

on-site storm drainagesystem.

5. MiscellaneousPlumbing

A. Wall or box,freeze-proof hydrants to be provided at front, rear and sides ofbuilding exterior for use

in window and sidewalkwashing, and for watering plants and lawn areas.

B. Three (3) wet stacks tobe provided within building for future tenant build-outuse.

C. A hose bib with freezebox to be provided at roof. A cut-off valve should be provided inconvenient

location accessible fromfloor below.

15450 FIRE SUPPRESSIONSYSTEMS1. General

A. The fire suppressionsystem to be designed and installed in accordance with therequirements of NFPA, local and state codes, and the local FireMarshal's Office.

2. Sprinkler System andStandpipe Systems

Design Guidelines forSuburban OfficeBuildings                                                                                    25 of 31Revised January,2003

A. The building shall beprovided with a complete automatic, wet type sprinkler system. Thesystemshall be hydraulically calculated andinclude a service connection from the on site fire main, controlvalves, check valves, alarm actuating devices, fire departmentsiamese connection, tamper switches,sprinkler heads, electrical fire pump (if required), standpipewith 2'h capped fire department hosevalves,etc., as required. The area of sprinkler operation and water flowdensities shall be provided asfollows unlessgreater densities are specified by Governing Jurisdictional codesor, when applicable, by the Military Handbook:

1) 0.10 gpm/1500 sq. ft.,130 sq. ft. maximum spacing in office areas, corridors, toilets,lobbies,and conference areas.

2) 0.16 gpm/1500 sq. ft.,130 sq. ft. maximum spacing in mechanical and electricalequipmentspaces.

3) 0.21 gpm/1500 sq. ft.,130 sq. ft. maximum spacing in storage areas.

B. Sprinkler heads shallbe semi-concealed type in all spaces with ceilings and concealed inall lobbies.

C. Acceptable sprinklerheads manufacturers are:

1) Central SprinklerCompany

2) Star

3) Viking

4) Their may besubstitutes with the Owner and Architect approval.

D. Fire extinguishersshall be provided as required by code.

15660 ROOFTOP AIRCONDITIONING

1. Single package rooftopair conditioning units shall be complete with supply fan, exhaustfan, evaporator coils, electric heating coil, compressors,condensing unit, air economizer, isolation springs, roof curb andcontrols. Units shall have variable speed drives for VAVoperation.

2. Units to be internallyinsulated to attenuate noise. Each unit shall be provided withdisposable filters.

3. Provide comparativeenthalpy, contacts for remote start/stop operation and phasemonitoring to avoid damage due to loss of electricalphase.

4. Where gas is available,provide roof top units with gas fired morning warm-up. Withderegulation, theincreased use of gas willneed to be examined on a case by casebasis.

15705 ELECTRIC HEATINGSYSTEM

1. Cabinet UnitHeaters

A. Utilize horizontalceiling mounted unit heaters with electric heating coils and remotesensors near exitdoors and withinvestibules.

2. Unit Heaters

A. Utilize horizontalpropeller type unit heaters with electric heating coils inelectrical rooms, valverooms,etc.

Design Guidelines forSuburban OfficeBuildings                                                                                    26 of 31Revised January,2003

15800 AIR DISTRIBUTIONSYSTEM1.Ductwork

A. All main ductwork to beconstructed to conform to the latest ASHRAE or SMACNA requirementsformedium pressure.

B. Flexible ductwork to beinsulated round type.

C. Connection from mediumpressure duct to VAV box shall be a minimum of 3' hardduct.

2. Variable Air VolumeTerminals

A. VAV boxes to beparallel, variable volume.

B. VAV terminals are to beacoustically insulated and include DDC damper operator andpressureindependent velocitycontroller.

C. One (1) VAV coolingonly terminal unit to be provided per approximately 800-1000 sq.ft. of netarea.

D. When conference roomsare planned, a dedicated VAV with electric reheat should beprovided foreach room that is over 100s.f.

3. Fan Powered VariableAir Volume Terminals

A. Fan powered terminalsto be acoustically insulated and include DDC damper operator,pressure

independent velocitycontroller, fan, back draft damper, electric heating coil andcontrols.

B. One (1) fan powered VAVterminal with electric reheat unit to be provided per approximately30

linear feet ofperimeter.

4. Roof ExhaustFans

A. Belt-driven roofexhaust fans bearing AMCA label to be provided withoverspeed protection.5. Propeller Fans

A. Belt-drivenpropellerfanswith motors and fan guards to be provided as required. 6. Ceiling Fans

A. Direct-drive ceilingfan which has variable speed control and bears AMCA label.15900 CONTROLS AND INSTRUMENTATION

1. ControlSystem

A. Furnish a complete DDSsystem of automatic temperature control to maintain spacetemperatures.

Design Guidelines forSuburban OfficeBuildings                                                                                    27 of 31Revised January,2003

B. Control systems shallconsist of thermostats, temperature transmitters, controllers, automaticdampers, damper operators, control panels, and a complete system ofelectric wiring to provide for a completeandoperable system.

C. Control system shall beTAC (CSI) as defined in Division 13.

2. Rooftop VAV AirConditioning System

A. Each unit to beprovided with a combination electric and solid state electronic DDCcontrol systemdesigned for DX VAVapplications.

B. Each unit to have thecapability to communicate with a central DDC energy managementsystem.C. The control system shallinclude:

1) Discharge aircontroller

2) Morning warm-upcontrol

3) Aireconomizercontrol

4) Shut-off type VAVpressure control, for VAV units.

3. Install RTU sensors fortemperature averaging.

4. All VAV's to beprogrammable from single location.

Design Guidelines forSuburban OfficeBuildings                                                                                    28 of 31Revised January, 2003

**DIVISION 16 -ELECTRICAL**

16010 GENERALPROVISIONS FOR ELECTRICAL WORK

1. DesignCriteria

A. All equipment anddesign to conform to the requirementsofthe current NationalElectrical, Safety andFire Codes, and thelocal authorities having jurisdiction.

B. The Electric Serviceand Distribution system to be designed on the basisofthe followingdesigncriteria:

1) Building Service Switchand Tenant Service Trough

a) Lighting2.5watts per sq.ft.

b) HVAC/MechanicalEquipment8.5watts per sq. ft.

c) Receptacles andEquipment5.0watts per sq. ft.

2) HouseService

a) Lighting (Site Lobbies,cores and common areas)Actual load

b) HVAC/MechanicalEquipment (Common areas)Actual load

c) Receptacles Actualload

d) Elevator Actualload

2.ScopeofWork

A. The electrical systemshall include, in general, the following:

1) Basic ElectricalMaterials and Methods

2) Service andDistribution

3) LightingFixtures

4) EmergencyLighting

5)FireAlarm System

6)Telephone Conduit System

7) Power, Control andAlarm Wiring

16050BASIC ELECTRICAL MATERIALS AND METHODS

1. Conduit

A. Rigid steel orintermediate metal conduit in accordance with code requirements forvarious classesofapplication. Minimum size:'/2inch.

B. EMT (4 inch maximumsize) may be used in dry areas, hollow walls and furredspaces.

C. PVC shall be utilizedwhere installed below grade, encased in concrete or run in concretedeck.

D. Flexible metallicconduit, including a ground wire to be used for all connections tomotors and

vibrating-type equipment.Also, a6'-0" pieceofflexible metallicconduit to be used as a final

connection to recessedlay-in type lighting fixtures.

Design Guidelines forSuburban OfficeBuildings                                                                                    29 of 31Revised January,2003

2. Outlet and JunctionBoxes

A. Generally stampedsteel, except PVC where part of PVC raceway system size as perCode.

3. Wire andCable

A. Conductors

1) Copper, minimum sizeNo. 12 AWG except for control wiring.

B. Insulation

According to ASTM standards, 600 volt, type THWor THWN for feeders and branch circuits.

2) Armored cable (BX) may be used for branchcircuits in dry, hollow locations, hung ceilings aspermitted by Code.

4. Devices

A. Complete system ofdevices, including convenience receptacles, wall switches, flooroutlets, specialreceptacles, cover platesand wiring.

16400 SERVICE ANDDISTRIBUTION

1. ElectricService

A. Electric service shallbe designed on the basis of estimated loads plus 25 % sparecapacity.

2. ServiceSwitches

A. Load break, quick-make,UL Class 12 suitable for service duty complete with Class R or Lfuses.

3. DistributionSystem

A. The main powerdistribution system for the building shall consist of a mainservice switch and tenant

servicetrough and/or bus bars and terminal blocks as may be required bylocal power company.B. A house service disconnect switch andmeter shall be provided to serve the lighting, receptacles,air

conditioning and elevatorsservice at the site, lobbies, cores and common areas.

C. Future tenant servicesshall be fed from the tenant service troug0h and separately meteredwith utility

meter.

D. Two temporary servicedisconnect switches, meters and panelboards shall be provided toserve the rooftop units for temporary heat.

E. Two electrical closetsper floor shall be provided for tenant distribution. Closets shouldbe stacked over top of each other up through the building. Eachcloset should include 120/208V, 200A, 42 pole distribution panel,50 to 75KVA, 480- 120/208V, 3 phase, 4 wiredistribution transformer and one 277/480V, 200A distributionpanel for HVAC, lighting.

Design Guidelines forSuburban OfficeBuildings                                                                                    30 of 31Revised January,2003

4. DisconnectSwitches

A. Fused or non-fused,heavy duty type, horsepower rated for motor loads. Enclosure: NEMA1,indoor: NEMA 3R, outdoor.

5. Transformers- Distribution

A. Primary Voltage-480 volt 3 phase 3 wire,Secondary voltage-120/208 volt 3 phase 4 wire. Openventilated, dry type, 220 degree C. Insulation system, 150degree C., temperature rise, in accordancewith UL-506standards.

6. Panelboards

A. Molded case circuitbreaker type panelboards to be used for lighting andreceptacles.

B. Lighting and receptaclepanelboards to be three phase, four wire, solid neutraltype.

C. Fluorescent lighting,air conditioning and electric heating is fed from the 277/480 voltpanelboards

and receptacles from the120/208 volt panelboards.

D. Distributionpanelboards to be circuit breaker type.

7. Grounding

A. Complete system ofgrounding to be provided in accordance with Code requirements.System shallinclude grounding of serviceequipment, emergency distribution systems, telephone system, firealarmsystem, transformers, motors and otherelectrical equipment.

8. MotorControllers

A. Individually mounted,complete with overload protection, pilot light, fused disconnectswitch,auxiliary relays, controltransformer andHOA switch.

9. Provide 2 spare 4" and2 spare 1 'h" PVC conduits to outside ofbuilding for future generator use.

16500 LIGHTING FIXTURESAND LAMPS

1. IlluminationLevels

A. The followingmaintained illumination levels are to be developed:

1) Lobbies,Entrance,50 ft. candles

2) Stairwells,Restrooms,30 ft. candles

3) Corridors,30ftcandles

4) Mechanical rooms,electrical rooms,20 ft. candles

5) Office Areas,70 ft. candles

6) Parking Areas, 2.0 ftcandle average, 0.5 ft candle min at any shadow points.

Design Guidelines forSuburban OfficeBuildings                                                                                    31 of 31Revised January,2003

2. LightingSystems

Fluorescent lighting fixtures shall be utilizedin all interior office, restroom and mechanical spaces.

B. In lobbies and entrances, compact fluorescentfixtures to be utilized.

C. The base buildingtenant standards shall be a fluorescent recessed lighting fixturewith three T-8 32watt, rapid start, coolwhite lamps and high energy-efficient ballast. The lightingfixtures shall be equipped with a low brightness, low glare 18-cellparabolic louver system.

D. Exterior lighting shallbe installed at entrances and exits of the building lobbies andentry places. Theexterior lighting shall becontrolled by a photoelectric switch with a time clock override.Fixtures as selected by Architect.

E. The lighting for theparking areas shall be pole-mounted "cut-off' metal halide typeluminaries. Theparking lot lighting fixturesshall be controlled by a photoelectric switch with a time clockoverride.Maximum pole height shall be 25ft.with poles mounted on a2'-6" high concretepedestal.

F. Emergency lightingshall consist of unit type battery pack equipment, and provided forstairways, lobbies, toilet rooms and all egresscorridors.

G. Exterior buildingaccent lighting to be providedas specifiedby Architect.

16720 FIRE ALARMSYSTEMS

1. The building shall beprovided with a non-coded, zoned addressable, supervised, automaticfire alarmsystem as required by localauthorities. System to have 60 hours of battery powerback-up.

2. The system shallinclude a central control panel, manual pull stations, alarm horns,flashing alarmstrobes, automatic heat andsmoke detectors, lobby annunciator panels, sprinkler flow andtamper devicesand duct smokedetectors.

16470 TELEPHONE CONDUITSYSTEM

1. Complete system ofservice and riser conduits, sleeves and plywood terminal boards tobe provided.

2. Provide 4" conduitconnection, below slab or in ceiling, between first floor maintelephone room and eachfirst floor telephoneclosets.

3. Provide sleeves in slaband 4'x 8' plywood backer boards in all telephoneclosets.

4. Provide a minimum of4-4" PVC spare conduits from main telephone room to street forfuture use.16910 POWER CONTROL AND ALARMWIRING

1. Complete system ofpower, control and alarm wiring to be provided for the HVAC,Plumbing andElevator equipment.

## **EXHIBIT“F”**

**toAgreement of Lease by and between**

**NBP 220,LLC, Landlord**

**and THETITAN CORPORATION, Tenant**

****

**FORM OFCOMMENCEMENT DATE AGREEMENT**

**COMMENCEMENT DATE AGREEMENT**

           THIS COMMENCEMENT DATE AGREEMENT is made this _______ day of__________, 200_, between  NBP 220, LLC(“Landlord”) and THE TITAN CORPORATION(“Tenant”).

           Landlord and Tenant have entered into a certain Agreement of Lease(the “Lease”) dated ____________, 2001, demisingcertain space consisting of ___________ rentable square feet in thein the building located at and having an address of___________________ (the “Building”).  All of thecapitalized terms herein shall have the same respective definitionsas set forth in the Lease.

           Pursuant to the provisions of Article 3 of the Lease, Landlord andTenant, intending to be legally bound hereby, acknowledge and agreethat the Commencement Date shall be the ________ day of___________, 200_, and that the term of the Lease shall end on the_____ day of __________, 20__, at 11:59 p.m., unless soonerterminated or extended, as provided in the Lease.  Assupplemented hereby, the Lease shall continue in full force andeffect.

           IN WITNESS WHEREOF, the parties hereto have duly executed thisCommencement Date Agreement on this _____ day of ________,200_.

**WITNESS ORATTEST:                             LANDLORD:**

                                                                       NBP 220, LLC

                                                                      By:                                                      (SEAL)

                                                                                   Roger A. Waesche, Jr.

                                                                                   Senior Vice-President 

**WITNESS ORATTEST:                             TENANT:**

                                                                       THE TITAN CORPORATION

                                                                      By:                                                      (SEAL)

                                                                       Name:                                                 

                                                                       Title:                                                    

**EXHIBIT“G”**

**toAgreement of Lease by and between**

**NBP 220,LLC, Landlord**

**and THETITAN CORPORATION, Tenant**

****

**INTENTIONALLY LEFT BLANK**

**EXHIBIT“H”**

**toAgreement of Lease by and between**

**NBP 220,LLC, Landlord**

**and THETITAN CORPORATION, Tenant**

****

## **INTENTIONALLY LEFTBLANK**

**EXHIBIT“I”**

**toAgreement of Lease by and between**

**NBP 220,LLC, Landlord**

**and THETITAN CORPORATION, Tenant**

****

**Specificationsfor HVAC, Electrical Capacity and Floor Load**

****

See Provision 15 ofExhibit “E” regarding HVAC.

See Provision 16 ofExhibit “E” regarding Electrical Capacity.

See Provision 3 of Exhibit“E” regarding Floor Loads.

**EXHIBIT“J”**

**toAgreement of Lease by and between**

**NBP 220,LLC, Landlord**

**and THETITAN CORPORATION, Tenant**

****

**JANITORIALSPECIFICATIONS**

# Daily Required Services

All floors, stairways andcorridors.

Sweep with chemically treated dust mop (waxbase).

Damp mop any areas where liquidspillage has occurred, where dirty or muddy, or when made necessaryby inclement weather.  Remove all chewing gum.

Damp mop main lobby area, scrub asrequired, but not less than once monthly.

Floor cleaning materials and scuffmarks, etc., shall be removed from all baseboards.

Vacuum all carpeted floors,including moving light furniture.  Vacuum all elevators. Tenant area – vacuum traffic areas nightly and all carpet inits entirety, weekly.

Lavatories

Clean and sanitize with germicidalcleaner:  mirrors, bowls, sinks, urinals, bright work,etc.

Wash walls and partitions aroundand behind all sinks, bowls, and urinals.

Sweep and wet mop floors withsolution of cleaner and disinfectant.

Empty and damp clean allwastebaskets.

Remove by washing: fingerprints, smudges, and any writing from walls orpartitions.

Empty and sanitize sanitaryreceptacles.

Dust any lounge furniture and dampclean.

Hand soap, towels and tissue to bereplaced nightly.  (Products are to be supplied byContractor.)

General OfficeArea

Damp clean allreceptacles.

Empty and damp clean allwastebaskets and trash cans.

Clean and sanitize all drinkingfountains in office area and corridors.

Clean and sanitize any privatelavatories located in office areas.

Dust all desks, chairs, tables,counters, cabinets, etc., with treated cloth.

Clean glass entrance doors,directories and display cases.

Check all wall, doors, lightswitches, and moldings for fingerprints and remove wherepossible.

Contractor will supply all trashcans with plastic liners.

Wipe telephones with anti-bacteriastatic dust cloth.

**Executive and Private OfficeSpace**

Same as Item 1, C, 1 through 9,Daily Required Services, General Office Area.

Same as Item III, A and B,Bi-Weekly Required Services.

Same as Item IV, Monthly Services,A, B and C.

**Bi-Weekly RequiredServices**

Dust all baseboards, handrails,balusters, windowsills, and other ledges to height orreach.

Vacuum draperies, pictures and finefurnishings.

**Monthly RequiredServices**

Dust walls from floor to ceilingsto remove any dust and cobwebs, including any pipes, beams, andlights.

Wash all interior glass such astransoms, partitions, and door glass but not including inside ofexterior windows.

Dust all anemostats andgrills.

**Floor Care**

Carpet

Vacuum all carpeted areasnightly.

Detail vacuum all carpeted areasweekly.

Spot clean all occupied carpetedareas weekly using conventional methods.

Any spillage located in the publicareas of the building will be removed nightly.

Note:  The tenant orbuilding manager should notify the contractor, if possible,concerning the nature of the spill.

Carpet – Public Corridors– Occupied Areas

Semi-annual, spot clean corridorsand spot traffic lanes prior to shampooing, using the dry foamrotary method.

Every fourth quarter, spot cleancorridors and spot traffic lanes prior to shampooing using thesteam extraction system.  This will remove all shampoo andchemicals used to maintain the carpet for a 12 month period. Detail vacuum all carpeted areas weekly.

Carpet –elevators

Each week, spot entire carpet witha traffic lane spotter and shampoo using the dry foam rotarymethod. 

Each month, spot the entire carpetwith a traffic lane spotter and shampoo using the steam extractionmethod to remove all previous shampoo and chemicals used tomaintain the carpet weekly.

ResilientFlooring

All resilient tile shall bestripped using a neutral base stripper.  Two coats of abuffable floor finish will then be applied and buffed to a highluster.

All resilient tile shall be drymopped nightly.

All tiled lobby areas will bebuffed weekly and machine scrubbed monthly.

All general office areas shall bespray buffed once per month.

All resilient tile shall be dampmopped when necessary due to spillage, etc.

**Elevators**

Daily

Dust doors, door frames, and wipewalls of cab.

Remove by washing fingerprints andsmudges.

Vacuum elevator floors.

Thoroughly clean doortracks.

Elevator carpet to be shampooed asper Item V, C, 1 and 2.

Weekly

All surfaces in the interior of thecab shall be cleaned, including hoistway door and crevices on thecorridor side of the elevator.

Polish all bright work.

**Lunch Area**

Same as Item 1, C, 1 through 9– Daily Required Services, General Office Area.

Same as Item IV, Monthly RequiredServices, A, B, and C.

Same as Item V, D (excluding Items3 and 4), Floor Care.

**SlattedBlinds**

Hand dust all slatted blinds everytwo (2) months.

Annually hand clean all slattedblinds and adjust to proper positions.

**LobbyWalls**

To be dusted on a semi-annualbasis.

To be washed from floor to ceilingon an annual basis.

Note:  Building tosupply the lift.

**OverheadLights**

All overhead lights located in thelobby area will be removed and cleaned (if possible)annually.

All overhead lights located intenant space, lavatories, and corridors shall be cleanedannually.

Note:  Building tosupply the lift.

**Miscellaneous**

Keep Janitor’s supply rooms,including slop sinks and floors, in clean and orderly condition anddisinfect nightly.

All tenant areas lights turned offat 6:00 p.m. (wherever tenants are not working) and lock doors andrepeat again at the end of shift.

All cleaning personnel to wearidentifying badges and smocks at all times.

A key log to be kept nightly,signing in and out for keys.

Contractor agrees, at its expense,to obtain all permits and licenses required by any governmentalbody having jurisdiction on the services to be performed under thisagreement and to pay all taxes, fees, or charges n connectiontherewith including background investigations of all personnelprior to working on site.  This list shall be submitted inadvance for approval by the building manager.

**Supervision**

The contractor is responsible forthe supervision of his employees at all times while work is inprogress to insure that proper preventive measures are implementedto avoid injury to the public or damage to the building.

The contractor shall furnish thebuilding manager the name and phone number of the on-sitesupervisor of his employees.

**Work Rules**

All work is to be done in a neatand workmanlike manner.

All work is to be scheduled at theconvenience of building operations.

**Materials**

All materials used in conjunctionwith this contract are subject to the approval of building manageror agent, which approval shall not be unreasonablywithheld.

The owners shall supply dumpsterservice to obtain all refuse resulting from cleaning.

Floor finish shall be an approvedtype applied in accordance with the manufacturer’sinstructions, as specified under Item V, D, Floor Care, ResilientFlooring.

**Staff LevelSupervision**

There will be a staff-levelsupervisor present nightly during the time that the originalorganization of services is being established, during which time aschedule of organization and inspection will beprepared.

Within thirty (30) days of thestart of the contract, a staff-level supervisor will meet with thebuilding manager or agent to review adequacy of service andschedules.  After adoption of schedules, the building will bevisited no less frequently than weekly.  Monthly inspectionswill be written.

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**EXHIBIT“K”**

**toAgreement of Lease by and between**

**NBP 220,LLC, Landlord**

**and THETITAN CORPORATION, Tenant**

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**Formof Subordination, Non-Disturbance and AttornmentAgreement**

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**SUBORDINATION, NON-DISTURBANCE AND ATTORNMENTAGREEMENT**

***Note:  ThisSubordination, Non-Disturbance and Attornment Agreementresults***

***in your leaseholdestate in the Property becoming subject to and of lowerpriority***

***than the lien ofsome other or later security instrument.***

           **THIS AGREEMENT** is entered into by and among**THE TITANCORPORATION** (“Tenant”), **NBP 220, LLC**(“Landlord”), and **INSERT LENDER**(“Beneficiary”).

**R E C IT A L S:**

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           A.        Tenant has enteredinto a lease (the “Lease”) covering a portion of thereal property described on *Exhibit A* hereto (the“Property”).  The Lease and the premises leasedthereunder are more particularly described on *Exhibit B*hereto (the “Premises”).

           B.         Pursuant to thatcertain ___________________dated as of _____________________,200_,  as amended, from time to time, Beneficiary and certainother financial institutions that are or may become parties to suchagreements (collectively “Lenders”) have made or agreedto make a loan and to extend certain other financial accommodations(collectively the “Loan”) to an entity of whichLandlord is a subsidiary, **CORPORATE OFFICE PROPERTIES, L.P.**,a Delaware limited partnership, and to certain of itssubsidiaries.  The Loan is evidenced by promissory notes(collectively, as amended, the “Notes”), which Notesare or will be secured by a mortgage or deed of trust in favor ofBeneficiary covering the Property (the“Mortgage”).

           C.        In order to induceBeneficiary to make the Loan and to maintain the financialaccommodations extended thereunder, the parties hereto have agreedto subordinate the Lease to the lien of the Mortgage on the termsset forth in this Agreement.  In order to induce Tenant toexecute and deliver this Agreement, Beneficiary has agreed not todisturb Tenant’s possession of the Premises under certaincircumstances set forth herein.

           **NOW, THEREFORE,** in consideration of the mutual covenantscontained herein and of other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, theparties agree as follows:

           1.        **Subordination**.  Notwithstanding anything to thecontrary set forth in the Lease, the Lease and the leasehold estatecreated thereby and all of Tenant’s rights thereunder shallbe and shall at all times remain subject, subordinate and inferiorto the Mortgage and the lien thereof, and all rights of Beneficiarythereunder and to any and all renewals, modifications,consolidations, replacements and extensions thereof.

           2.        **Acknowledgments and Agreements by Tenant**. Tenant and Beneficiary acknowledge and agree that:

                       2.1.      Landlord has executed anddelivered to Beneficiary a Mortgage, including an assignment of theLease and the rents thereunder, and certain other agreementsevidencing and securing the Loan.  Tenant hereby recognizesand agrees to honor such assignment of the Lease and rentsthereunder.  If Beneficiary notifies Tenant in writing of adefault under the Mortgage and demands that Tenant pay its rent andall other sums due under the Lease to the Beneficiary, Tenant shallhonor such written demand and pay its rent and all other sums dueunder the Lease directly to Beneficiary or as otherwise requiredpursuant to such notice.  Beneficiary hereby releases Tenantand shall indemnify, defend and hold harmless Tenant from andagainst any losses, liabilities, claims or causes of action Tenantmay suffer as a result of compliance with Beneficiary’snotice.

                       2.2.      Tenant shall send a copy of anynotice or statement required to be delivered under the Lease toBeneficiary at the same time such notice or statement is sent toLandlord, in the manner specified in this Agreement.

                       2.3.      In the event of any act oromission by Landlord which would give Tenant the right, eitherimmediately or after the lapse of time, to terminate the Lease orto claim a partial or total eviction, Tenant will not exercise anysuch right until:

                                   2.3.1    it has given written notice of such act oromission to Beneficiary; and

                                   2.3.2.   the same period of time as is given to Landlordunder the Lease to cure such act or omission shall have elapsedfollowing such giving of notice to Beneficiary.

If Beneficiary cannot cureLandlord’s breach or default by Landlord under the Lease andprovided that such breach does not result in Tenant being unable toconduct its normal business operations in the Premises, the periodfor Beneficiary to cure Landlord’s act or omission shall beextended for so long as Beneficiary is diligently pursuing suchcure, but not longer than one hundred twenty days.

                       2.4.      Tenant has no right or option topurchase the Premises or the Property, or any portion thereof orany interest therein.  To the extent that Tenant hereafteracquires any such right or option to purchase the Premises or theProperty, the same is hereby acknowledged to be subject andsubordinate to the Mortgage and is hereby waived and released asagainst Beneficiary except to the extent Beneficiary agrees inwriting to the contrary.

                       2.5.      Beneficiary, in making anydisbursements to Landlord, is under no obligation or duty tooversee or direct the application of the proceeds of suchdisbursements, and such proceeds may be used by Landlord forpurposes other than improvement of the Property.

                       2.6.      This Agreement satisfies anycondition or requirement in the Lease relating to the grant of anon-disturbance agreement by Beneficiary.

           3.        **Foreclosure.**  In the event of foreclosure of theMortgage, or upon a transfer of the Property by conveyance in lieuof foreclosure, then:

                       3.1.      So long as Tenant is not indefault under the terms, covenants or conditions of the Lease orthis Agreement (beyond the expiration of any applicable notice andcure periods), Tenant’s occupancy of the Premises shallcontinue, undisturbed on the terms and conditions contained in theLease for the balance of the term of the Lease.  Tenant shallattorn to and accept any successor owner of the Building aslandlord under the Lease, and be bound by and perform all of theobligations imposed by the Lease, and any successor owner of theProperty will not disturb the possession of Tenant, and will bebound by all of the obligations imposed on the Landlord by theLease.  Any purchaser at a foreclosure sale, by deed in lieuthereof, or any other successor owner of the Property shall notbe:

                                   3.1.1.   liable for any act or omission of a priorlandlord (including Landlord), except for defaults of a continuingnature which continue after the date Beneficiary acquires title tothe Property by foreclosure or conveyance in lieu of foreclosure;or

                                   3.1.2.   subject to any offsets or defenses which Tenantmight have against any prior landlord (including Landlord), exceptthose that relate to defaults of a continuing nature which continueafter the date Beneficiary acquires title to the Property byforeclosure or conveyance in lieu of foreclosure; or

                                   3.1.3.   bound by any rent or additional rent whichTenant might have paid in advance to any prior landlord (includingLandlord) for a period in excess of one month or any securitydeposit or other prepaid charge which Tenant might have paid inadvance to any prior landlord (including Landlord) other than thesecurity deposit, and then only to the extent actually turned overto such successor owner; or

                                   3.1.4.   bound by any material agreement or materialmodification of the Lease made without the written consent ofBeneficiary which consent shall not be unreasonably withheld,conditioned or delayed.

                       3.2.      Upon the written request ofeither Beneficiary or Tenant to the other given following anyforeclosure or conveyance in lieu thereof, the parties agree toexecute a lease of the Premises upon the same terms and conditionsas the Lease between Landlord and Tenant which lease shall coverany unexpired term of the Lease existing prior to such foreclosureor conveyance in lieu of foreclosure.

           

           4.        **Acknowledgments and Agreements by Landlord**. Landlord, as landlord under the Lease and mortgagor under theMortgage, acknowledges and agrees for itself and its heirs,successors and assigns that:

                       4.1.      This Agreement does not waiveany of Beneficiary’s rights under the Mortgage, or in anymodify or release Landlord from its obligations to comply with theMortgage;

                       4.2.      The Mortgage remains unmodifiedand in full force and effect; and

                       4.3.      Landlord hereby irrevocablydirects Tenant to recognize and honor Landlord’s assignmentto Beneficiary of the Lease and the rents thereunder.  IfBeneficiary notifies Tenant in writing of a default under theMortgage and demands that Tenant pay its rent and all other sumsdue under the Lease to Beneficiary, Landlord hereby irrevocablydirects Tenant to honor such written demand and pay its rent andall other sums due under the Lease directly to Beneficiary or asotherwise required pursuant to such notice.  Landlord herebyreleases Tenant and shall indemnify, defend and hold harmlessTenant from and against any losses, liabilities, claims or causesof action Tenant may suffer as a result of compliance withBeneficiary’s notice.  Tenant shallbe under no duty to controvert or challenge any notice fromBeneficiary and  Tenant's compliance with any noticeshall not be deemed to violate the Lease.  Landlord shall looksolely to Beneficiary with respect to any claims Landlord may haveon account of an incorrect or wrongful notice. Tenant shall beentitled to full credit under the Lease for any rent paid toBeneficiary pursuant to a notice to the same extent as if such rentwere paid directly to Landlord.

           5.        **Obligations of Beneficiary**.  Beneficiary shallhave no obligation or incur any liability with respect to theerection or completion of the improvements in which the Premisesare located or for completion of the Premises or any improvementsfor Tenant’s use and occupancy.  Anything herein or inthe Lease to the contrary notwithstanding, no successor owner ofthe Property shall have any obligation, or incur any liability,beyond the then existing interest, if any, of the Purchaser in theProperty and Tenant shall look exclusively to such interest of thePurchaser, if any, in the Property for the payment and discharge ofany obligations imposed upon the Purchaser hereunder or under theLease, and the Purchaser is hereby released and relieved of anyother liability hereunder and under the Lease.  As regards thePurchaser, Tenant shall look solely to the estate or interest ownedby the Purchaser in the Property and Tenant will not collect orattempt to collect any such judgment out of any other assets of thePurchaser.  Nothing contained in this Section impairs, limitsor otherwise modifies the obligations of Landlord to Tenant underthe Lease.

           6.         **NoMerger**.  Landlord, Tenant and Beneficiary agree thatunless Beneficiary otherwise consents in writing, Landlord’sestate in and to the Property and the leasehold estate created bythe Lease shall not merge but shall remain separate and distinct,notwithstanding the union of the estates either in Landlord orTenant or any third party by purchase, assignment orotherwise.

           7.        **Notice**.  All notices and other communications tobe made hereunder shall be in writing and shall be delivered to theaddresses set forth below by any of the following means: (a)personal service or receipted courier service; (b) telecopying (ifconfirmed in writing sent by the methods specified in clauses (a),(c) or (d) of this Section), (c) registered or certified firstclass mail, return receipt requested, or (d) nationally-recognizedovernight delivery service.  Such addresses may be changed bynotice to the other parties given in the same manner as providedabove.  Any notice or other communication sent pursuant toclauses(a) through (d) hereof shall be deemed received upon actualreceipt or refusal thereof, provided if there is no record ofactual receipt of refusal thereof, any notice or othercommunication sent pursuant to clause (c) shall be deemed receivedfive (5) days following deposit in the mail and/or if sent pursuantto subsection (d) shall be deemed received the next succeedingbusiness day following deposit with such nationally recognizedovernight delivery service.  Such deemed receipt shall onlyapply if delivery at the applicable notice address wasattempted.

ToBeneficiary:                                    INSERT LENDER & Lender’sAddress______________________________

           ToLandlord:                           c/o Corporate Office Properties, L.P.

                                                           8815 Centre Park Drive, Suite 400

                                                           Columbia, Maryland 21045

                                                           Telecopier: 410-992-7534

           ToTenant:                               The Titan Corporation

                                                           2701 Technology Drive

                                                           Annapolis Junction, MD 20701

                                                           Attn:  ________________

                                                           with a copy in every instance to:

                                                           The Titan Corporation

                                                           3033 Science Park Drive

                                                           San Diego, CA 92121

                                                           Attn:  Director of Real Estate and

                                                           General Counsel

                                                           and

                                                           The Titan Corporation

                                                           3033 Science Park Drive

                                                           San Diego, CA 92121

                                                           Attn:  General Counsel

           8.        **Miscellaneous**.

                       8.1.      This Agreement supersedes anyinconsistent provision of the Lease.

                       8.2.      Nothing contained in thisAgreement shall be construed to derogate from or in any way impairor affect the lien and charge of the Mortgage.

                       8.3.      This Agreement shall inure tothe benefit of the parties hereto, their respective successors andpermitted assigns; provided however, that in the event of theassignment or transfer of the interest of Beneficiary, allobligations and liabilities of Beneficiary under this Agreementshall terminate, and thereupon all such obligations and liabilitiesshall be the responsibility of the party to whomBeneficiary’s interest is assigned or transferred.  Theinterest of Tenant under this Agreement may be assigned ortransferred in connection with a permitted assignment or transferof Tenant’s interest under the Lease.

                       8.4.      This Agreement is the whole andonly agreement with regard to the subjection and subordination ofthe Lease and the leasehold estate created thereby, together withall rights and privileges of Tenant thereunder, to the lien orcharge of the Mortgage and all related loan and security documentsand shall supersede and cancel, but only insofar as would affectthe priority between the Lease and the Mortgage, any prioragreements as to such subjection or subordination, including, butnot limited to, those provisions contained in the Lease whichprovide for the subjection or subordination of the Lease and theleasehold estate created thereby to a mortgage ormortgages.

                       8.5.      This Agreement may be executedin any number of counterparts, each of which when so executed anddelivered shall be deemed to be an original and all of whichcounterparts taken together shall constitute but one and the sameinstrument.  Signature and acknowledgments pages may bedetached from the counterparts and attached to a single copy ofthis Agreement to physically form one document, which may berecorded.

                       8.6.      This Agreement may not bemodified orally or in any manner other than by agreement in writingsigned by the parties hereto or their respective successors ininterest.

                       8.7.      If any legal action orproceeding is commenced to interpret or enforce the terms of, orobligations arising out of, this Agreement, or to recover damagesfor the breach thereof, the party prevailing in any such action orproceeding shall be entitled to recover from the non-prevailingparty all reasonable attorney’s fees, costs and expensesincurred by the prevailing party.

                       8.8.      This Agreement shall be governedby and construed in accordance with the laws of the State in whichthe Property is located.

           IN WITNESS WHEREOF, the parties have executed this Subordination,Non-Disturbance and Attornment Agreement as of____________________, 200_.

**           NOTICE: THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENTAGREEMENT CONTAINS PROVISIONS WHICH ALLOW THE PERSON OBLIGATED ONTHE LEASE TO OBTAIN A LOAN, A PORTION OF WHICH MAY BE EXPENDED FOROTHER PURPOSES THAN IMPROVEMENT OF THE PROPERTY.**

**           IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THISSUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT, THEPARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECTTHERETO.**

BENEFICIARY:                                             INSERT LENDER

                                                           By ________________________

                                                           Name _____________________

                                                           Title ______________________

TENANT:                                                       THE TITAN CORPORATION

                                                           By ________________________

                                                           Name______________________

                                                           Title _______________________

           

LANDLORD:                                     NBP 220, LLC

                                                           By:       Corporate OfficeProperties, L.P., Managing Member

#                                                            By:  Corporate Office Properties Trust, GeneralPartner

                                                           By: ______________________

                                                                       Roger A. Waesche, Jr.

                                                                       Senior Vice President

STATE OF ____________,CITY/COUNTY OF ____________, TO WIT:

           I HEREBY CERTIFY that on this ____ day of ___________________,2003, before me, the subscriber, a Notary Public of the State andCity/County aforesaid, personally appeared____________________________, known to me or satisfactorily provento be the individual whose name is subscribed above, whoacknowledged himself/herself to be the ________________ of INSERTLENDER, and that he/she, as such ______________, being authorizedso to do, executed the foregoing instrument on behalf of suchCorporation by signing the name of such Corporation byhimself/herself as such __________.

           WITNESS, my Hand and Notarial Seal.

                                                                                   __________________________________

                                                                                                           Notary Public

My commissionexpires:

STATE OF ____________,CITY/COUNTY OF ____________, TO WIT:

           I HEREBY CERTIFY that on this ____ day of _____________________,1999, before me, the subscriber, a Notary Public of the State andCity/County aforesaid, personally appeared____________________________, known to me or satisfactorily provento be the individual whose name is subscribed above, whoacknowledged himself/herself to be the ________________ of THETITAN CORPORATION, a ___________________________, and that he/she,as such ______________, being authorized so to do, executed theforegoing instrument on behalf of such__________________  bysigning the name of such _________________________ byhimself/herself as such __________.

           WITNESS, my Hand and Notarial Seal.

                                                                                   __________________________________

                                                                                                           Notary Public

My commissionexpires:

STATE OF MARYLAND,                                , TO WIT:

           I HEREBY CERTIFY, that on this        day of                     , 1999, before me, the undersigned Notary Public of the State,personally appeared ROGER A. WAESCHE, JR., Senior Vice President ofCorporate Office Properties Trust, a Maryland real estateinvestment trust, General Partner of Corporate Office Properties,L.P., a Delaware limited partnership, managing member of NBP 220,LLC, a Maryland limited liability company, known to me (orsatisfactorily proven) to be the person whose name is subscribed tothe within instrument, and acknowledged that he executed the sameon behalf of the trust for the purposes therein contained as theduly authorized Senior Vice President of the trust by signing thename of the trust by himself as such Senior VicePresident.

           WITNESS my hand and Notarial Seal.

                                                                                                                                    

                                                                                   Notary Public

My CommissionExpires:

**EXHIBITA**

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**THEPROPERTY**

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**EXHIBITB**

****

**DESCRIPTION OF PREMISESAND LEASE DOCUMENTS**

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THE LEASE

Lease dated _______between ______ as landlord and _________ as tenant, and allamendments thereto.

THE PREMISES

Suites/Floors ______ inthe Building.

**EXHIBIT“L”**

**toAgreement of Lease by and between**

**NBP 220,LLC, Landlord**

**and THETITAN CORPORATION, Tenant**

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**MODIFICATIONS TO BASE BUILDING**

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**NBP 220 DesignModifications to Shell Base Building**

The following is a list ofdesign and construction modifications to the NBP 220 shellbuilding requested by Titan Corporation (Titan). Theitems identify above standardrevisions tothe original base building design and construction and weredeveloped during several design review meetings with Titan andtheir architect, Burt Hill. In addition, wealso identified various credits to Titan for items normallyinstalledas a part of the base building thatTitan has elected to complete as a part of their tenant work. Thecosts associated with these modifications will be developed andsubmitted to Titan for their review within the next fewweeks.

**Scope additions to basebuilding:**

1. Recess slab on grade4'- 4" to accommodate 200+ person auditorium on the firstfloor.

Costs toinclude design and engineering (architectural, structural, MEP) andconstruction, lowered footings, longer and/or heavier steelcolumns, retaining walls and foundations, piers, excavation andhaul off of material, drain tile, and waterproofing. In addition,provisions will be made to provide space and support for asupplemental HVAC unit on the roof.

2. Service Area/ LoadingDock relocation from northwest to northeast side of thebuilding.

Costs toinclude architectural redesign of first floor core plan thatincludes the relocation of the restrooms, elevators, corridors, andservice rooms as well as civil redesign of the loading dock andparking areas.

3. Addition of a rearbuilding entrance.

Costs toinclude the design, engineering, and construction of a rearbuilding entrance with double doors and a vestibule. Additionalsidewalks will be added to access the building.

4. Parking increase from600 to 700+ spaces.

Costs toinclude civil redesign of site plan to add 100+ additional parkingspaces above base building standard of 4 spaces per 1000sf ofspace. This revision also changed the site access off Carina Roadand increased the required area for storm water retention areasdirectly proportional to the hard surface area increase.Construction costs will include the 100+ additional spaces,associated curb and gutter, additional site concrete (sidewalks),storm water utilities and the increase in storm water managementrequirements.

**NBP 220 DesignModifications to Shell Base Building******

5. Design and installationof new restroom/shower room facility

Costs toinclude the design and construction of a new restroom/shower roomthatincorporates Titan's desire for a showerfacility that also provides the additionalfixtures required by the auditorium use. Two restrooms, with 3fixtures and 2lavatories each, as well as 2shower rooms with 3 showers and 18 half sizedlockers each will be installed and finished. Construction costswill include the walls, ceilings, finishes, fixtures, plumbing andmechanical systems. HVAC willbe a part ofthe core roof top unit.

6.Site modifications.

Costs to include thedesign and construction of a patio area, with furniture, tobelocated at the rear entrance to thefacility.

7. Secured ductbank. [Lined out and initialed]

8. Back-upgenerator

Costs toinclude the installation of below grade conduits from the mainelectricroom to a predetermined location 5'outside the building to allow for future installation of agenerator.

9. Upgrade of buildingmain electrical service.

Costs toinclude the design and installation of upgraded main electricservice to the facility. Current base building design calls for a3000A service. Titan stated they might require an increase in thisservice to accommodate their tenant requirements. Titan is toprovide a request for this service (if desired) during the nextmonth.

10. Exterior wall SCIFmodifications.

COPT iscurrently working with Titan to modify the exterior wall detailnormallyprovided with a shell base buildingto incorporate several design and construction provisions thatprovide for SCIF level security. Costs to include the designandconstruction of this above standardinstallation.

**NBP 220 DesignModifications to Shell Base Building******

**Credits to basebuilding construction:**

Titan has notified COPTthat they would like to install finishes in various areas ofthebase building to integrate with theirtenant design. In addition, Titan requested that someareas of the building not be finished in order to avoidrework due to damage from tenantconstructionor demolition. The following is a list of the base building areasand the levelof finishes to beprovided.

1. COPT willprovide finishes in the following areas as part of the shellbuildingconstruction: mechanical room, maintelephone room, main electrical room, allrestrooms, janitor closets, all telephone/electric rooms (2 perfloor), three elevators, elevator machine room, and front and rearvestibules. Since these rooms will have all finishes provided,there is_ no credit to Titan.

2. Titan hasrequested that the following areas not be finished to avoiddamageduring tenant build-out: egresscorridors, loading dock corridor, the threestairwells, and the restroom vestibules on each floor. Theseareas will have drywall, ceiling grid, ceiling tile, sprinklers,and lights, etc. installed as a part of the base building. Thedrywall will be spackled and ready for paint (since the stairwellwalls are masonry they will be pointed up and prime coated) and thetile will be installed under the water fountains. Titan willreceive a credit for paint and flooring not completed.

3. Titan hasrequested that the following areas not be built out as part of thebasebuilding: main entrance lobby on thefirst floor, elevator lobbies on all floors, andfirst floor tenant corridors. Titan will be given a credit forall work deleted fromthese areas. Itemsinclude framing and drywall, painting, flooring, lights,ceilings,wall finishes, etc. The credit willbe based on the level of finishes currently in NBP 201.

4. Titan hasrequested that all the building interior columns on all floors notbeframed and drywalled (with the exceptionof the wet stacks). Titan will receive acredit for not installing, taping and spackling thedrywall.

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