Exhibit10.2

**DEED OF LEASEBETWEEN**TWO FREEDOM SQUARE, L.L.C.(as Landlord)AND  THE TITAN CORPORATION (as Tenant)

**TWO FREEDOMSQUARE11955 Freedom DriveReston, Virginia**

**TABLE OFCONTENTS**

ARTICLE I THEPREMISES.1

ARTICLE II TERM...4

ARTICLE III BASE RENT.5

ARTICLE IV ADDITIONAL RENT.7

ARTICLE V SECURITY DEPOSIT.17

ARTICLE VI USE OF PREMISES.20

ARTICLE VII ASSIGNMENT AND SUBLETTING..23

ARTICLE VIII TENANT'S MAINTENANCE AND REPAIRS.29

ARTICLE IX TENANT ALTERATIONS.31

ARTICLE X SIGNS AND FURNISHINGS.34

ARTICLE XI TENANT' S EQUIPMENT.36

ARTICLE XII INSPECTION BY LANDLORD..36

ARTICLE XIII INSURANCE.37

ARTICLE XIV SERVICES AND UTILITIES.39

ARTICLE XV LIABILITY OF LANDLORD..42

ARTICLE XVI RULES AND REGULATIONS.44

ARTICLE XVII DAMAGE OR DESTRUCTION..45

ARTICLE XVIII CONDEMNATION..46

ARTICLE XIX DEFAULT BY TENANT.47

ARTICLE XX BANKRUPTCY..51

ARTICLE XXI SUBORDINATION..53

ARTICLE XXII HOLDING OVER..55

ARTICLE XXIII COVENANTS OF LANDLORD..55

ARTICLE XXIV PARKING..56

ARTICLE XXV GENERAL PROVISIONS.57

ARTICLE XXVI RIGHT OF FIRST OFFER..61

ARTICLE XXVII ROOF RIGHTS.63

ARTICLE XXVIII GENERATOR RIGHTS.66

RIDER NO. 1--          RenewalOptionEXHIBIT A--            Site Plan (including location of the Generator SupportArea)

EXHIBIT A-1--          Diagram ofPremises Located on Tenth Floor

EXHIBIT A-2--          Diagram ofPremises Located on the Sixth Floor

EXHIBIT A-3--          Diagram ofPremises Located on Fourth Floor

EXHIBIT A-4--          Diagram ofPremises Located on Third Floor

EXHIBIT A-5--          Diagram ofPremises Located on Second FloorEXHIBIT A-6 --         Diagram of Premises Located on the Retail Level

EXHIBIT A-7--          Diagram ofPremises Located on the C-1 (Concourse) Level

EXHIBIT B--             Work Agreement

SCHEDULEI  --         BuildingShell Items

SCHEDULE II--         [INTENTIONALLYOMITTED]

SCHEDULE III--       IntentionallyOmitted

SCHEDULE IV--       Rules and Procedures forContractors

SCHEDULE V--        Insurance Requirementsfor Tenant’s Contractor

SCHEDULE VI--       IntentionallyOmitted

SCHEDULE VII--      Close-Out Requirements

SCHEDULEVIII --     Intentionally Omitted

SCHEDULE IX--       Approved List of Contractors– Tenant Buildout SCHEDULE X --        StandardDesign Concepts

EXHIBIT C --           Rules and Regulations

EXHIBIT D--            Form of Declaration of Lease Commencement Date

EXHIBIT E--             Acceptable Form of Letter of Credit

EXHIBIT F--             Char and Janitorial Specifications

EXHIBIT G--            HVAC Specifications

EXHIBIT H--            Intentionally Omitted

EXHIBIT I--              Wilson Sublease

EXHIBIT J--              Wilson Consent

EXHIBIT K--            Form of Consent to Sublease

**TABLE OF DEFINED TERMS**

24/7............................................................16

**6th FloorTermination Date**....................... 5

**Abatement**...................................................6

**ADA**..........................................................20

**AdditionalSpace**....................................... 61

Affiliate ofTenant........................................ 27

**Alterations**................................................31

AnyAuto......................................................1

any component of theLeasehold Plans........... 3

**ApprovedPeriod**......................................... 9

asbuilt..........................................................2

aswas.........................................................37

backloading.................................................49

**BankruptcyCode**...................................... 51

**Base BuildingDeliverables**....................... 2

**Base BuildingEngineers**............................ 2

**Base Building ShellCondition**................... 8

**Base BuildingWork**................................... 2

**Base OperatingExpenses**.......................... 7

**baserent**.....................................................5

**BaseRent**...................................................5

**Base RentAllotment**.................................. 7

**BaseYear**...................................................7

**BOMA**........................................................4

Boston Properties LimitedPartnership........... 2

**Broker**.........................................................2

**Building**.......................................................1

**businessdays**............................................ 61

**cabling**.......................................................42

Class“A”......................................................5

commissioned................................................7

**CommunicationsEquipment**..................... 63

**CommunicationsEquipment****Drawings**.... 63

**Complex**......................................................1

**Complex CommonExpenses**................... 14

connected.....................................................1

**Consent**.......................................................1

**Control**......................................................27

**Controls**.....................................................27

**Credit**..........................................................1

**days**...........................................................61

deemedapproved......................................... 8

**DefaultRate**............................................. 50

**DeliveryDate**............................................. 4

**DesignDrawings**........................................ 3

downtime....................................................26

**EffectiveDate**............................................. 1

**ElectionPeriod**............................................ 1

**EnvironmentalDefault**............................. 22

**EnvironmentalLaw**................................... 22

Equipment or ReceptableLoad...................... 1

**Event ofDefault**....................................... 47

**Excess waterusage**.................................. 41

**ExpirationDate**.......................................... 4

**ExtraRent**................................................49

**Finnegan**................................................4, 62

**garage**.......................................................56

**Generator**..................................................66

**GeneratorAlterations**.............................. 67

**Generator SupportArea**.......................... 66

Guidelines for ManagingConstruction Project Fire ProtectionImpairment         3

**HazardousMaterials**................................ 21

**improvements**...........................................31

**ImprovementsAllowance**........................... 7

**InsolvencyLaws**....................................... 51

**InsuranceRequirements**.......................... 33

**Invitee**.......................................................30

Invitees.......................................................43

**Land**............................................................1

**Landlord**......................................................1

**LandlordDelay**........................................... 8

**Landlord’sAuthorized Representative**..... 1

**Landlord’sAvailable Space Notice**......... 61

**Lease**...........................................................1

**LeaseTerm**.................................................4

**LeaseYear**..................................................4

**LeaseholdArchitect**................................... 2

**LeaseholdCost**........................................... 6

**LeaseholdCost-Premises**.......................... 6

**Leasehold Cost-WilsonPremises**.............. 6

**LeaseholdEngineers**.................................. 2

**LeaseholdPlans**.......................................... 3

**LeaseholdWork**......................................... 2

**LeaseholdWork-Premises**......................... 2

**Leasehold Work-WilsonPremises**............ 2

**LegalRequirements**................................... 9

**Letter ofCredit**......................................... 17

Lighting.........................................................1

**ManagementFees**.................................... 12

**MarketArea**............................................. 29

**mortgage**...................................................53

most favorednation..................................... 36

normal electricalusage................................. 36

Occupancy....................................................1

occurrence....................................................1

**OperatingExpenses**................................... 7

Out ofService............................................... 3

owner.........................................................33

Parent ofTenant.......................................... 27

**PermittedOccupant**.................................. 28

**PermittedTransfer**................................... 23

**Power SourceAlterations**......................... 67

**Premises**..................................................2, 1

primerate....................................................51

**Real EstateTaxes**.................................... 13

**RelocationAllotment**.................................. 7

**renewal optionnotice**.................................. 1

**RenewalTerm**............................................ 1

**Rent CommencementDate**........................ 6

**Rentable Area of theBuilding**................... 1

**Rentable Area of thePremises**.................. 1

**RooftopSignage**....................................... 35

SCIFimprovements...................................... 5

secureareas.......................................... 16, 37

**securitydeposit**......................................... 17

**SecurityDeposit**....................................... 17

sham.....................................................24, 27

**short-termextension****option notice**............ 3

**Short-Term ExtensionPeriod**.................... 3

**Short-Term ExtensionRight**...................... 3

**SNDA**........................................................54

soft...............................................................6

**SpacePlans**.................................................3

**Special UseAreas**...................................... 5

**Sublease**......................................................1

**Subtenant**....................................................1

SuperFund................................................. 22

SuperLien..................................................22

Takeoverexpenses...................................... 13

tapfees.......................................................11

**Tenant**.........................................................1

**Tenant OccupancyDate**............................. 4

**Tenant's AuthorizedRepresentative**......... 1

**Tenant'sExpenses**..................................... 6

**Three-Broker**..............................................2

**Titan**............................................................1

**Trustee**......................................................51

Two FreedomSquare......................... 1, 56, 1

**UnfundedWilson Allowance**...................... 7

**UnifiedPremises**......................................... 1

**UnusedAllowance**...................................... 6

**Wilson**.....................................................2, 1

**WilsonConsent**........................................... 3

**Wilson****Lease**.......................................... 2, 1

**Wilson****Premises**.........................................1

**WilsonSublease**..................................... 2, 1

**Wilson****’s AuthorizedRepresentative**......... 1

**WorkAgreement**........................................ 1

**DEED OF LEASETWO FREEDOM SQUARE**

THIS DEED OF LEASE (the"**Lease**") is made as of the 1sr day of April, 2003(the "**Effective Date**"), by and between **TWO FREEDOMSQUARE, L.L.C.** (hereinafter collectively referred to as"**Landlord**") and **THE TITAN CORPORATION**, a Delawarecorporation (hereinafter referred to as "**Tenant**" or“**Titan**”).

RECITALS:

A.       Landlord is the developer and owner of an office building known as"Two Freedom Square", located at 11955 Freedom Drive,Reston, Virginia, situated on certain real property owned byLandlord (all such real property is referred to herein as the"**Land**").  Said office building consists of sixteen (16)stories at and above grade and two (2) stories below grade totalingapproximately four hundred twenty-four thousand sixty-two (424,062)total square feet (the “**Rentable Area of theBuilding**”), parking structures adjacent to the Buildingand other related improvements, as more specifically described inthe plans and drawings listed on Schedule II ofExhibit B attached hereto.  Said office building isreferred to herein interchangeably as "**Two Freedom Square**"or the "**Building**."  The Building is located within atwo (2) office building complex (the “**Complex**”)within the Urban Core of Reston Town Center, as more particularlyshown on the site plan attached hereto as Exhibit A.

B.        Tenant desires to lease space in the Building from Landlord, andLandlord is willing to rent space in the Building to Tenant, uponthe terms, conditions, covenants and agreements set forthherein.

NOW, THEREFORE, theparties hereto, intending legally to be bound, hereby covenant andagree as set forth below:

# THE PREMISES

###              Landlord hereby leasesto Tenant and Tenant hereby leases from Landlord, for the term andupon the terms, conditions, covenants and agreements hereinprovided, an agreed upon one hundred forty-five thousand ninehundred ninety-five (145,995) square feet of rentable areacomprised of the square feet of rentable area per floor in theBuilding set forth in Table 1.1 below (the“**Rentable Area of the Premises**”):

| **FLOOR INTHE BUILDING** | **SQUAREFEET OF RENTABLE AREA** |
|--------------------------|---------------------------------|
| 10th                     | 27,348                          |
| 6th                      | 27,348                          |
| 4th                      | 29,036                          |
| 3rd                      | 29,111                          |
| 2nd                      | 22,192                          |
| Retail                   | 2,301                           |
| C-1 (Concourse)          | 8,659                           |
| **TOTAL**                | 145,995                         |

Table 1.1 – Square Feet of Rentable Area Per Floor in the PremisesThe space which is the subject of this Lease is hereinafterreferred to as the "**Premises**."  The location andconfiguration of the Premises are outlined on Exhibits A-1, A-2,A-3, A-4, A-5, A-6 and A-7 attached hereto and made apart hereof.

####       Pursuant to a Deed of Leasedated as of October 6, 2000, as amended by a First Amendment toDeed of Lease dated as of February 16, 2001, a Second Amendment toDeed of Lease dated as of April 5, 2001, a Third Amendment to Deedof Lease dated as of December 13, 2002, and a Fourth Amendment toDeed of Lease of even date herewith (collectively, the“**Wilson****Lease**”), Landlord has leased toWilson Sonsini Goodrich & Rosati (“**Wilson**”)certain space in the Building, as more particularly described inthe Wilson Lease.  Tenant, as subtenant, and Wilson, assublandlord, have entered into a Sublease Agreement of even dateherewith (the “**Wilson Sublease**”, a copy of whichis attached to this Lease as Exhibit I) with respect toTenant’s sublease from Wilson of one hundred seven thousandfifty (107,050) square feet of rentable area (the “**WilsonPremises**”) comprised of the square feet of rentable areaper floor in the Building set forth in Table 1.2below:  

#### 

#### 

| **FLOOR INTHE BUILDING** | **SQUAREFEET OF RENTABLE AREA** |
|--------------------------|---------------------------------|
| 16th                     | 19,662                          |
| 15th                     | 19,662                          |
| 14th                     | 20,057                          |
| 13th                     | 23,094                          |
| 12th                     | 22,711                          |
| C-1 (Concourse)          | 1,864                           |
| **TOTAL**                | 107,050                         |

Table 1.2 – SquareFeet of Rentable Area Per Floor in the Wilson Premises

####       Landlord has executed a SubleaseConsent of even date herewith with respect to the Wilson Sublease(the “**Wilson Consent**”, a copy of which isattached to this Lease as Exhibit J).  

####       The Wilson Sublease is scheduledto expire on July 31, 2014.  Unless the Wilson Sublease isearlier terminated as a result of an Event of Default of Titanunder the Wilson Sublease, effective as of August 1, 2014, theWilson Premises shall, at Tenant’s option (which must beexercised by written notice to Landlord not later than June 1,2013), become a part of the Premises on all of the then-existingterms and conditions of this Lease applicable to the balance of thePremises, except as follows:  (i) Base Rent per square footpayable with respect to the Wilson Premises shall be thethen-current base rent per square foot per annum as of July 31,2014 for the Wilson Premises under the Wilson Sublease, subject toincrease on January 1, 2015 to an amount per annum equal to ThreeMillion Forty-Six Thousand Six Hundred Forty-Three Dollars($3,046,643.00); and (ii) The Wilson Premises shall be added to thePremises in its then current “as-is” condition andLandlord shall have no obligations to perform any alterations orimprovements thereto.  At Landlord’s request, Tenantshall execute a confirmation of the increased rentable squarefootage of the Premises on the terms specified herein, however,failure to execute such confirmation shall not affect the increasein square footage on the terms specified in this Section.  IfTenant fails timely to elect to add the Wilson Premises to thePremises, then Landlord shall notify Tenant in writing that itsoption with regard to the Wilson Premises will expire if Tenantdoes not elect in writing to exercise its option within fifteen(15) days from the date Tenant receives Landlord’snotice.  If Tenant fails to elect to add the Wilson Premiseswithin such fifteen (15)-day period, then the Wilson Premises shallnot become a part of the Premises and Tenant shall have no furtherrights with respect to the Wilson Premises until Tenant’srights to such space arise under Article XXVI.  If Wilson hasnot elected to renew the Lease and Tenant holds over in the WilsonPremises beyond the expiration of the term of the Wilson Sublease,then the holdover provisions of Section 22.2 of this Lease shallapply with respect to such holdover.

###       The lease of the Premisesincludes the right, together with other tenants of the Building andmembers of the public, to use the common and public areas withinthe Building, but includes no other rights not specifically setforth herein.  The lease of the Premises also is subject toany covenants, conditions and restrictions of record.  A copyof Landlord’s current title policy has been delivered toTenant prior to the date hereof.  Landlord represents that,since the date of said title policy, it has not recorded againstthe Building or the Land any restrictions that materially adverselyaffect use of the Premises for the purposes permitted by this Lease(and Landlord agrees that it shall not do so during the LeaseTerm).

###       The square footage of theBuilding, the Premises and the Wilson Premises has been determinedin accordance with the American National Standards Institute,Inc./Building Owners and Managers Association standard method ofmeasuring floor area, ANSI/BOMA Z65.1-1996(“**BOMA**”) dated 1996.  Landlord shall havethe right to remeasure the Premises, the Wilson Premises and/or theBuilding during the Term pursuant to BOMA or any other method ofmeasurement; provided, however, Tenant’s rights andobligations under this Lease  shall not change as a result ofany such remeasurement. 

# TERM

###       All of the provisions of thisLease shall be in full force and effect from and after theEffective Date.  The term of this Lease (hereinafter referredto as the "**Lease Term**") shall be for the period commencingon the Lease Commencement Date, as determined pursuant toSection 2.2 hereof, and continuing until December 31, 2015(the “**Expiration Date**”), unless such Lease Termshall be terminated earlier in accordance with the provisionshereof or extended for up to six (6) months or renewed inaccordance with Rider One to this Lease.    The term"**Lease Term**" shall include any and all renewals andextensions of the term of the Lease.

###       The Lease Commencement Dateshall be date on which the Lease has been fully executed anddelivered by Tenant and Landlord.  Promptly after the LeaseCommencement Date, Landlord and Tenant shall execute a writtendeclaration in the form of the declaration attached as ExhibitD hereto.

### The “**Tenant Occupancy Date**” shall be January1, 2004, which date may be extended in accordance with Section3.1(b) below.  

###       Landlord shall deliver thePremises in Base Building Shell Condition (as defined in ExhibitB) on the Effective Date (the “**DeliveryDate**”). 

###       For purposes of this Lease, theterm "**Lease Year**" shall mean a period of twelve (12)consecutive calendar months, commencing on the Rent CommencementDate and each successive twelve (12) month period.

###       Tenantacknowledges that Finnegan Henderson Farabow Garrett and Dunner,LLP (and certain of its successors) (collectively,“**Finnegan**”) has theright to expand into the entire sixth floor of the Building. Finnegan must notify Landlord of its election so to expand on orbefore May 1, 2007.   In connection with Finnegan’sexpansion right, the following termination rightsapply:

####       If Finneganelects to expand onto the sixth floor, then Landlord shall notifyTenant thereof not later than July 1, 2007, and this Lease shallterminate with respect to the sixth floor only on July 31, 2008(the “**6th Floor Termination Date**”).   If Landlord terminates this Lease inaccordance with this Section 2.6(a), then the annual baserent otherwise payable with respect to the sixth floor only for thefour (4)-month period immediately preceding the 6th FloorTermination Date shall be abated.  If Tenant fails timely tovacate the sixth floor in accordance with the surrender provisionsof this Lease, then the holdover provisions of this Lease shallapply.

####       Inaddition, Tenant shall have the right, without fee orpenalty and without abatement of any kind, to terminate this Leasewith respect to the sixth floor only,effective as of the 6th Floor Termination Date, subject to and inaccordance with the terms and conditions of this Section2.6(b).  Tenant may exercise such right only by givingLandlord written notice thereof not later than July 31, 2007. Notwithstanding anything to the contrary contained herein, in theevent that an Event of Default exists at the time Tenant deliversthe termination notice (or at any time thereafter prior to the 6thFloor Termination Date), then, at Landlord's sole option,Tenant’s termination notice may be deemed void and of nofurther force or effect.  If Landlord elects to void Tenant'stermination notice in accordance with the immediately precedingsentence, then this Lease shall continue in full force andeffect.  If Tenant does not timely exercise its right oftermination pursuant to this Section, then such right shallimmediately lapse and be of no further force or effect.

# BASE RENT

###              From and after theTenant Occupancy Date, Tenant shall pay to Landlord as annual baserent (hereinafter, “**base rent**” or “**BaseRent**”) for the Premises, without set off, deduction ordemand (except as otherwise specifically provided in Section14.4 and Articles XVII and XVIII), the amount set forthbelow for the applicable time period.  Each monthlyinstallment of Base Rent shall be due and payable in advance on thefirst day of each month during such Lease Year.  Concurrentlywith the signing of this Lease, Tenant shall pay to Landlord anamount equal to one (1) monthly installment of Base Rent payableduring the first Lease Year without regard to the abatementprovided in Section 3.1(b) below, which sum shall becredited by Landlord toward the first monthly installments ofannual base rent due under the Lease (including any partialcalendar month if the Rent Commencement Date is on other than thefirst day of a month and taking into account any abatement ofannual base rent as set forth in Section 3.1(b) below) untilfully applied.  If the abatement of annual base rent as setforth in Section 3.1(b) below does not apply and the LeaseTerm begins on a date other than on the first day of a month, rentfrom such date until the first day of the following month shall beprorated on a per diem basis at the base rate payable during thefirst Lease Year, and such prorated rent shall be payable inadvance on the Rent Commencement Date.

| **Period**                                              | **BaseRent per Rentable Square Foot** | **MonthlyRent** | **AnnualRent** |
|---------------------------------------------------------|---------------------------------------|-----------------|----------------|
| 1st LeaseYear                                           | $26.00                                | $316,322.50     | $3,795,870.00  |
| 2nd LeaseYear                                           | $26.65                                | $324,230.56     | $3,890,766.72  |
| 3rd LeaseYear                                           | $27.32                                | $332,381.95     | $3,988,583.40  |
| 4th LeaseYear                                           | $28.00                                | $340,655.00     | $4,087,860.00  |
| 5th LeaseYear                                           | $28.70                                | $349,171.38     | $4,190,056.56  |
| 6th LeaseYear                                           | $29.42                                | $357,931.08     | $4,295,172.96  |
| 7th LeaseYear                                           | $30.16                                | $366,934.10     | $4,403,209.20  |
| 8th LeaseYear                                           | $30.91                                | $376,058.79     | $4,512,705.48  |
| 9th LeaseYear                                           | $31.68                                | $385,426.80     | $4,625,121.60  |
| 10th LeaseYear                                          | $32.47                                | $395,038.14     | $4,740,457.68  |
| 11th LeaseYear                                          | $33.28                                | $404,892.80     | $4,858,713.60  |
| 1st day of the12th Lease Year through December 31, 2015 | $34.11                                | $414,990.79     | __________     |

####       Notwithstanding anything to thecontrary contained in this Article III and provided no Event ofDefault has occurred under this Lease, Landlord hereby agrees togrant Tenant an abatement of the annual base rent due and payableunder this Lease during the period commencing on the TenantOccupancy Date and ending on April 30, 2004 (the“**Abatement**”).  From and after May 1, 2004(the “**Rent Commencement Date**”), Tenant shall paythe full amount of annual base rent due in accordance with theprovisions of this Article III; provided, however, if and to theextent Tenant is actually delayed in completing the Leasehold Workpast the projected completion date therefor set forth on theapproved construction schedule as a result of Landlord Delay (asdefined in Exhibit B), then, as Tenant’s sole and exclusiveremedy therefor, (i)  the Tenant Occupancy Date and the RentCommencement Date shall be extended on a day for day basis , and(ii) Landlord shall grant to Tenant a rent abatement equal toone hundred percent (100%) of the per diem base rent payable underthe Wilson Sublease during the first Lease Year on a day for daybasis for each day of Landlord Delay.  Notwithstandinganything herein to the contrary, there shall be no abatement orextension of the Rent Commencement Date on account of LandlordDelay to the extent that any portion of the Unified Premises (asdefined in the Work Agreement attached hereto as Exhibit B) isoccupied or could have been occupied for Tenant’s businessoperations taking into account Tenant’s operationalrequirements in transitioning into the Building. Notwithstanding anything to the contrary in this Section 3.1(b),the rent escalation, as required by Section 3.2 below, shall bebased on the full and unabated amount of rent payable for the first(1st) Lease Year as set forth in Section 3.1(a)above.   

###       [Intentionally Deleted.]

###       All rent shall be paid toLandlord in legal tender of the United States to 111 Huntington Avenue, Boston, Massachusetts 02199or to such other address as Landlord may designate from time totime by written notice to Tenant.  If Landlord shall at anytime accept rent after it shall become due and payable, suchacceptance shall not excuse a delay upon subsequent occasions, orconstitute or be construed as a waiver of any of Landlord's rightshereunder.  If any sum payable by Tenant under this Lease ispaid by check which is returned due to insufficient funds, stoppayment order, or otherwise, then:  (a) such event shall betreated as a failure to pay such sum when due; and (b) in additionto all other rights and remedies of Landlord hereunder, Landlordshall be entitled (i) to impose a returned check charge of FiftyDollars ($50.00) to cover Landlord's administrative expenses andoverhead for processing, and (ii) to require that all futurepayments be remitted by wire transfer, money order, or cashier's orcertified check.

###       Landlord and Tenant agree thatno rental or other payment for the use or occupancy of the Premisesis or shall be based in whole or in part on the net income orprofits derived by any person or entity from the Building or thePremises.  Tenant further agrees that it will not enter intoany sublease, license, concession or other agreement for any use oroccupancy of the Premises which provides for a rental or otherpayment for such use or occupancy based in whole or in part on thenet income or profits derived by any person or entity from thePremises so leased, used or occupied.  Nothing in theforegoing sentence, however, shall be construed as permitting orconstituting Landlord's approval of any sublease, license,concession, or other use or occupancy agreement not otherwiseapproved by Landlord in accordance with the provisions ofArticle VII.

# ADDITIONAL RENT

###       Operating Expenses.

####       Commencing on the firstanniversary of the Tenant Occupancy Date and continuing with eachcalendar year thereafter during the Lease Term, Tenant shall payLandlord, as additional rent for the Premises, Tenant'sproportionate share of the amount by which actual operatingexpenses incurred by Landlord in connection with the management,operation and ownership of the Building, including the parkingareas ("**Operating Expenses**") during any calendar yearfalling entirely or partly within the Lease Term exceed a baseamount (the “**Base Operating Expenses**”) equal tothe Operating Expenses incurred by Landlord in connection with themanagement, operation and ownership of the Building during thetwelve month period (the "**Base Year**") commencing January 1,2003 and ending December 31, 2003 (which Base Operating Expensesshall be subject to gross up as set forth in Section 4.2below).  For purposes of this Article IV, Tenant'sproportionate share of such increases in Operating Expenses shallbe that percentage which is equal to a fraction, the numerator ofwhich is the Rentable Area of the Premises and the denominator ofwhich is the Rentable Area (excluding storage areas) of theBuilding; however, it is understood that the number comprising suchdenominator is subject to change because of changes in the use orconfiguration of space in the Building or the addition of space tothe Building or the deletion of space from the Building or in theamount of space leased by retail or other tenants who pay byseparate meter for their electrical and/or janitorial, cleaning, orother utilities or services so that Tenant actually pays its fairshare of Operating Expenses; provided, however, that any suchchange in Rentable Area shall be determined in accordance with thestandard set forth in Section 1.3 of this Lease, and, in anyevent, that the denominator with respect to Real Estate Taxes shallbe calculated based on the total number of square feet of rentablearea in the Building, including portions of the Building occupiedby retail tenants but exclusive of storage areas.  Spaceleased by retail tenants is excluded from the denominator withrespect to rubbish removal and with respect to water, electricityand janitorial service to their premises (and expenses for suchservices to their premises are excluded from Operating Expenses),but is included in the denominator with respect to common areawater, electricity, janitorial, and all other categories ofexpenses included in Operating Expenses.  Tenant'sproportionate share shall increase or decrease in the event Tenantexpands or contracts the Premises during the Lease Term.

####       The Operating Expenses shall beconsistent with those incurred in comparable first-class officebuildings located in the Market Area (as defined in Section8.3) and shall be determined in accordance with generallyaccepted accounting principles consistently applied from year toyear as such principles are generally applied in the real estateindustry, and shall include the costs and expenses described insubsection (1) below, but shall not include the costs andexpenses described in subsection (2) below.

#####       Included costs andexpenses (which shall in all cases be net of any discounts,credits, reimbursements (other than for Operating Expenses) andrebates received by Landlord):

###### Gas, water, sewer, electricity and other utility charges(including surcharges) of every type and nature.

###### Insurance premiums paid by Landlord for insurance relating tothe Building.

###### Personnel costs of the Building, including, but not limited to,salaries, wages, fringe benefits and other direct and indirectcosts of engineers, superintendents, watchmen, porters and anyother personnel related to the management, maintenance, repair andoperation of the Building but excluding the costs of anycompensation paid to partners of Landlord or officers and directorsof the managing agent above the grade of superintendent or buildingmanager; provided, however, that if during the Lease Term suchpersonnel or entities are working on projects other than theBuilding, then their wages, salaries, fees, and related expensesshall be appropriately allocated among all of such projects andonly that portion of such expenses reasonably allocable to theBuilding shall be included as an Operating Expense.

###### Costs of service and maintenance contracts, including, but notlimited to, chillers, boilers, controls, elevators, mail chute,windows,  security service, landscaping, snow and ice removaland management fees (subject to the limitations set forth inSection 4.1(b)(2)).

###### Except to the extent specifically excluded by subsection(2) below, all other maintenance and repair expenses andsupplies which are deducted by Landlord in computing its Federalincome tax liability.

###### Subject to the exclusions set forth in Section4.1(b)(2)(xi), amortization over the Approved Period, withinterest at Landlord's cost of financing or, if the improvement isnot financed, at the prime rate reported in The Wall StreetJournal on the date of such expenditure) for capitalexpenditures made by Landlord (A) to reduce operating expenses ifand to the extent that the annual reduction in operating expenseswill be equal to or exceed the annual amortization and financingcosts therefor or (B) to comply with applicable laws, rules,regulations, requirements, statutes, ordinances, codes, by-laws andcourt decisions of the jurisdiction in which the Building islocated or the federal government ("**Legal Requirements**")which are first applicable to the Building after the LeaseCommencement Date; the “**Approved Period**” shallmean the time period equal to the longest allowable useful life ofthe improvement permitted under generally accepted accountingprinciples, except that with respect to an improvement made for thepurpose of reducing Operating Expenses, Landlord may reduce suchtime period to the number of years that it will take to fullyamortize the cost of the capital expenditure if the yearlyamortization amount (including interest as aforesaid) is equal tothe projected annual savings as reasonably estimated byLandlord.

###### Any other costs and expenses reasonably incurred by Landlord inmaintaining or operating the Building including the fitnessfacility and the garage; provided, however, that (x) any costs andexpenses that are reimbursed by users of the fitness facility shallnot be included in Operating Expenses, and (y) the costs andexpenses reasonably incurred by Landlord in maintaining oroperating the fitness facility shall be reduced proportionatelybased on any revenues that Landlord receives for the use of thefitness facility from other tenants of the Building (for example,if Landlord receives separate fees for the standard use of thefitness facility from a tenant that occupies ten percent (10%) ofthe Building, Landlord shall include in Operating Expenses onlyninety percent (90%) of the costs and expenses of operating andmaintaining the fitness facility).

###### The costs of any additional services not provided to theBuilding at the Lease Commencement Date but thereafter provided byLandlord in the prudent management of the Building if comparableservices are being furnished (including Complex Common Expenses, asdefined below) at comparable first-class buildings in the MarketArea.

###### Charges for concierge, security, janitorial, char and cleaningservices and supplies.

###### Complex Common Expenses (as hereinafter defined), if any.

###### Capital expenditures due to breakage, casualty or normal wearand tear to the extent the capital replacement cost is less thanthe costs of repair then immediately required.

###### Real Estate Taxes (as hereinafter defined).

###### Notwithstanding anything set forth in subsection (2)below, the Building's share of all costs, expenses, charges orother assessments under any covenants, conditions, restrictions oreasements affecting the Land or from the Reston Town Center JointCommittee or other authority or entity or any successor thereto,including without limitation, the Urban Core assessment.

#####       Excluded costs andexpenses:

###### Principal or interest payments on, and any other charges paidby Landlord in connection with, any mortgages, deeds of trust orother financing encumbrances.

###### Rental payments (including percentage rent and any increases inbase rent) made under any ground lease, except to the extent suchrental payments represent payment of Real Estate Taxes (ashereinafter defined) or the provision of goods and/or servicesthat, if provided by Landlord, would be includable in OperatingExpenses.

###### Leasing commissions payable by Landlord and advertising andpromotional expenditures associated with marketing vacant space inthe Building.

###### Deductions for depreciation for the Building, except to theextent included in subsection (1) above.

###### Depreciation and amortization of capital improvements, exceptto the extent included in subsection (1) above.

###### The costs of special services, tenant improvements andconcessions, repairs, maintenance items or utilities separatelychargeable to, or specifically provided for, individual tenants ofthe Building, including, without limitation, the cost of preparingany space in the Building for occupancy by any tenant and/or foraltering, renovating, repainting, decorating, planning anddesigning spaces for any tenant in the Building in connection withthe renewal of its lease and/or costs of preparing or renovatingany vacant space for lease in the Building (including permit,license and inspection fees).

###### Attorney's fees and disbursements, recording costs, mortgagerecording taxes, title insurance premiums, title closer's gratuityand other similar costs, incurred in connection with any mortgagefinancing or refinancing or execution, modification or extension ofany ground lease; loan prepayment penalties, premiums, fees orcharges.

###### Salaries and all other compensation (including fringe benefitsand other direct and indirect personnel costs) of partners,officers and executives above the grade of superintendent orbuilding manager of Landlord or the managing agent.

###### The costs of repairs, replacements and alterations for whichand to the extent that Landlord is actually reimbursed thereforfrom any source; it being understood that any rent payments orother payments by tenants in the nature of additional rent asprovided in this Section 4.1 shall not be deemed sources ofreimbursement to Landlord for such costs.

###### Fees, costs and expenses incurred by Landlord in connectionwith or relating to claims against or disputes with tenants of theBuilding (including any such claims or disputes relating to thefitness facility or the garage) or the negotiation of leases withtenants or prospective tenants, including, without limitation,legal fees and disbursements.

###### Capital expenditures due to breakage, casualty or normal wearand tear, except to the extent includable pursuant to Section4.1(b)(1)(xi).

###### Any costs and expenses incurred by Landlord in connection withcausing the common and public areas of the Building which arewithin Landlord's sole and exclusive control to comply withapplicable Legal Requirements, except to the extent included in1(vi) above.

###### Costs incurred by Landlord for the original construction anddevelopment of the Building and the Complex, and for completion ofall proffers work.

###### Costs and expenses incurred by Landlord for services which areduplicative of, or are normally included in, any management feespaid by Landlord.

###### That portion of any Operating Expenses which is paid to anyentity affiliated with Landlord which is in excess of the amountwhich would otherwise be paid at then-existing market rates to anentity which is not affiliated with Landlord for the provision ofthe same service.

###### Sums paid by Landlord for any indemnity, damages, fines, latecharges, penalties or interest for any late payment or to correctviolations of building codes or other laws, regulations orordinances applicable to the Building, except for expenditures forrepairs and maintenance or other items that would otherwisereasonably constitute Operating Expenses and except as otherwiseprovided in Subsection (1) above.

###### Costs attributable to any "tap fees" or one-time lump sum seweror water connection fees payable in connection with the initialconstruction of the Building.

###### Costs and expenses incurred by Landlord in connection withdamage, casualty or condemnation of all or a portion of theBuilding; provided, however, that with respect to the cost torepair damage, Landlord may include in Operating Expenses(1) the amount of a commercially reasonable deductible appliedto each such occurrence and (2) if Landlord determines, in itsreasonable judgment, that the effect of making a claim underLandlord's insurance policy or policies would be to materiallyincrease, in the aggregate, the future cost of insurance premiumsand repair and maintenance expenses relating to the Building,Landlord may include in Operating Expenses the cost to repair suchdamage to the extent such cost does not exceed two hundred percent(200%) of the deductible amount applicable under Landlord'sinsurance policy or policies to such occurrence; provided, however,that Landlord may only include such cost in Operating Expenses, ifLandlord actually makes such repair and does not submit aninsurance claim in connection therewith.

###### Rental for personal property leased to Landlord except for rentfor personal property leased to Landlord the purchase price forwhich, if purchased, would be fully includable in OperatingExpenses in the year of purchase.

###### Any costs actually reimbursed under any service contracts orunder the warranty of any general contractor, subcontractor orsupplier and realized by Landlord.

###### Costs and expenses incurred by Landlord in curing, repairing orreplacing any portion of the Building made necessary as a result ofdefects in design, workmanship or materials.

###### Costs and expenses attributable to management fees(collectively, the “**Management Fees**”) payable byLandlord during the applicable calendar year in excess of acommercially reasonable charge therefor, which during the initialLease Term shall not exceed three percent (3%) of grossrevenues.

###### Attorney's fees and disbursements, brokerage commissions,transfer taxes, recording costs and taxes, title insurancepremiums, title closer's fees and gratuities and other similarcosts incurred in connection with the sale or transfer of aninterest in Landlord or the Building.

###### Costs and expenses of administration and management ofpartnership activities of Landlord.

###### General corporate overhead and administrative expenses ofLandlord or its managing agent that are unrelated to the operation,management, or maintenance of the Building.

###### Costs incurred as a result of Landlord’s breach of itsobligations under this Lease.

###### Costs and expenses attributable to any testing, investigation,management, maintenance, remediation, or removal of HazardousMaterials other than any testing or monitoring customarilyconducted by owners of buildings comparable to the Building in theordinary course of operating and managing the same (except to theextent any such testing or monitoring is required as a result ofLandlord’s failure to comply with its obligations underSection 6.4 hereof).

###### The cost of acquiring (but not of maintaining) sculptures,paintings, and other works of art.

###### Costs actually reimbursed by insurers or by governmentalauthorities in eminent domain proceedings and realized byLandlord.

###### Costs incurred for any items to the extent Landlord recoversunder a manufacturer’s, materialman’s, vendor’sor contractor’s warranty.

###### Charitable or political contributions.

###### Costs (including costs, such as, but not limited to, attorneysfees and disbursements, associated with any court judgment orarbitration award obtained against Landlord) directly resultingfrom the breach of any other lease or agreement by Landlord, thenegligence or willful misconduct of Landlord and its employees, orthe gross negligence or willful misconduct of Landlord’sagents or contractors (including the costs of increased insurancepremiums as a result thereof).

######   Compensation paid to clerks, attendants or other personsin commercial concessions operated by Landlord or by the operatorthereof (i.e., newsstands).

######   “Takeover expenses” (expenses of anothertenant or prospective tenant incurred by Landlord with respect tospace located in the Building or another building of any kind ornature in connection with the leasing of space in theBuilding).

###### Accounting and legal expenses, except if and to the extent thatthe same are directly related to operating the Building.

###### Excess personnel costs due to any overlapping of staff during astaff transition, other than the costs of staffing propertymanagement positions in anticipation of impending turnover (but notto exceed two (2) weeks of overlap annually).

####       As used above, the term "**RealEstate Taxes**" shall mean (i) all real estate taxes, includinggeneral and special assessments, if any, which are imposed uponLandlord or assessed against the Building or the Land upon whichthe Building (and any parking areas or facilities benefiting thePremises) is situated; (ii) any other present or future taxes orgovernmental charges that are imposed upon Landlord or assessedagainst the Building or the land upon which the Building issituated, including, but not limited to, any tax levied on ormeasured by the rents payable by tenants of the Building, which arein the nature of, or in substitution for, real estate taxes; (iii)all taxes which are imposed upon Landlord, and which are assessedagainst the value of any improvements to the Premises made byTenant or any machinery, equipment, fixtures or other personalproperty of Tenant used therein; and (iv) reasonable expenses(including reasonable attorneys’ fees) incurred in reviewing,protesting or seeking a reduction in Real Estate Taxes.  Ifanother building or buildings comprising the Complex (or parkingareas or facilities benefiting the Building) are assessed togetherwith the Building and/or the parking areas and facilitiesbenefiting the Building, then Real Estate Taxes for the Buildingshall be a fraction thereof, the numerator of which is the numberof square feet of rentable area in the Building and the denominatorof which is the number of square feet of rentable area in buildingsin the Complex.  Real Estate Taxes shall not include (I) anyrental or other charges or fee imposed upon Landlord in connectionwith the lease or use of any vault space or (II) any income taxes,excess profits taxes, excise taxes, franchise taxes, estate taxes,inheritance taxes, succession taxes, grantor’s taxes,recordation taxes, and transfer taxes, except to the extent any ofsuch taxes are in the nature of or are in substitution for orrecharacterization or replacement of Real Estate Taxes.** ** If Tenant believes that a real estate tax assessmentshould be appealed, Tenant may so inform Landlord in writing, andLandlord will in good faith take Tenant’s analysis intoconsideration in making a final determination on whether tocommence an appeal.   Landlord shall make suchdetermination whether or not to challenge or appeal such assessmentbased on Landlord’s reasonable judgment of which course is inthe best interest of the Building.  If Landlord contests theReal Estate Taxes for any calendar year and such contest results inan increase in Real Estate Taxes for such calendar year then,Landlord shall have the right to bill Tenant for priorunderpayments of Operating Expenses thereby resulting.  IfLandlord receives a refund of any portion of the Real Estate Taxesthat were included in the Real Estate Taxes actually paid by Tenant(i.e., above the line item for Real Estate Taxes included inthe Base Year), then Landlord shall reimburse Tenant its pro ratashare of the refunded taxes, less any expenses that Landlordreasonably incurred to obtain the refund.  Landlord representsthat the Land and Building are assessed together on the assessmentrolls of Fairfax County, Virginia and are assessed and taxedseparately from any other property.  Landlord shall usecommercially reasonable efforts to ensure that the Land and theBuilding are at all times assessed and taxed separately from anyother property.

####       Throughout the Lease Term,Landlord shall use reasonable efforts to keep Operating Expenses atreasonable amounts while maintaining a first-class officebuilding.  If the Building is operated as a part of theComplex, then Complex Common Expenses shall be included inOperating Expenses.  As used above, the term "**ComplexCommon Expenses**" shall mean those Operating Expenses incurredby Landlord in owning, operating and/or managing the Complex (asopposed to those Operating Expenses related exclusively to theBuilding), but only a fraction of such expenses, the numerator ofwhich is the number of square feet of rentable area in the Buildingand the denominator of which is the number of square feet ofrentable area in the Complex (or the portion of the Complexbenefiting from the applicable Operating Expense).

### **     ** In the event the averageoccupancy rate for the entire Building shall be less than onehundred percent (100%) or if any tenant is paying separately forelectricity or other utilities or services for any calendar year(including the Base Year), then, for purposes of calculating theadditional rent payable by Tenant pursuant to this ArticleIV for each calendar year, the portion of Operating Expensesfor the Base Year and such calendar year that fluctuate dependingon the level of occupancy of the Building (including, withoutlimitation, Real Estate Taxes) shall be increased by the amount ofadditional costs and expenses that Landlord reasonably estimateswould have been incurred if the average occupancy rate for theentire Building had been one hundred percent (100%) for the entireBase Year and such calendar year, and with respect to Real EstateTaxes, as if the first tax assessment had been based on a fullyoccupied Building, and as if no tenants had separately paid forelectricity or other utilities and services for such calendaryear.  When making the foregoing calculation, Landlord shallbe governed by the following:

#####       It is the intent of thisprovision to permit Landlord to recover from Tenant itsproportionate share of Operating Expenses attributable to occupiedspace in the Building even though the aggregate of such expensesshall have been reduced as a result of vacancies in theBuilding.

#####       This Section 4.2 shallnot be construed to permit Landlord to recover from Tenantadditional rent pursuant to Article IV for any calendar yearwhich, when added to the total amount of additional rent payable(whether actually paid, payable but unpaid, or that would have beenpayable except that it has been abated in accordance with the termsof the applicable tenant’s lease) by all tenants of theBuilding on account of Operating Expenses for such year, willexceed the actual amount of Operating Expenses incurred by Landlordfor such year.

###       On or about the firstanniversary of the Tenant Occupancy Date and at the beginning ofeach calendar year thereafter during the Lease Term, Landlord shallsubmit to Tenant a statement setting forth in reasonable detailLandlord's reasonable estimate of (a) the amount by which theOperating Expenses that are expected to be incurred during suchcalendar year will exceed the Base Operating Expenses, and (b) thecomputation of Tenant's proportionate share of such anticipatedincreases.  Except as otherwise provided herein, Tenant shallpay to Landlord on the first day of each month following receipt ofsuch statement during such calendar year an amount equal toone-twelfth (1/12th) of Tenant's proportionate share of theanticipated increase in such expenses and taxes.  Withinapproximately ninety (90) days after the expiration of eachcalendar year falling entirely or partly within the Lease Term,Landlord shall submit to Tenant a statement showing in reasonabledetail (i) the actual amount of Base Operating Expenses, (ii) theactual Operating Expenses and Real Estate Taxes paid or incurred byLandlord during the immediately preceding calendar year, (iii) acomputation of Tenant's proportionate share of the amount by whichthe Operating Expenses actually incurred during the precedingcalendar year exceeded the Base Operating Expenses, and (iv) the aggregate amount of the estimated payments made by Tenant onaccount thereof.  If the aggregate amount of such estimatedpayments exceeds Tenant's actual liability for such increases, thenLandlord shall credit such excess against the monthlyinstallment(s) of annual base rent next coming due until suchcredit has been fully applied, or, in the caseof the reconciliation for the calendar year in which the Lease Termexpires, Landlord shall pay Tenant the net overpayment (afterdeducting therefrom any amounts then due from Tenant to Landlord)within thirty (30) days following the determination of the amountof the excess.  If Tenant's actual liability for suchincreases exceeds the estimated payments made by Tenant on accountthereof, then, within twenty (20) days after delivery of suchstatement, Tenant shall promptly pay to Landlord the total amountof such deficiency as additional rent due hereunder.

###       In the event the Lease Termcommences or expires or terminates on a day other than the firstand last day of a calendar year, respectively, the increases in theOperating Expenses for such calendar year shall be apportioned bymultiplying the amount of Tenant's proportionate share thereof forthe full calendar year by a fraction, the numerator of which is thenumber of days during such calendar year falling within the LeaseTerm, and the denominator of which is 365.

###       All payments required to be madeby Tenant pursuant to this Article IV shall be paid toLandlord, without setoff or deduction (except as otherwisespecifically provided in Sections 14.4 and Articles XVIIand XVIII), in the same manner as annual base rent is payablepursuant to Article III hereof.

###       Tenant's liability for itsproportionate share of the increases in Operating Expensesdescribed in Section 4.1 hereof for the last calendar yearfalling entirely or partly within the Lease Term shall survive theexpiration of the Lease Term.  Similarly, Landlord'sobligation to refund to Tenant the excess, if any, of the amount ofTenant's estimated payments on account of such increases for suchlast calendar year over Tenant's actual liability therefor shallsurvive the expiration of the Lease Term.

###       In the event that Tenant, ingood faith, believes that the amounts paid by Tenant to Landlordrelating to increases in Operating Expenses during any calendaryear falling within the Lease Term exceeded the amounts to whichLandlord was entitled to hereunder and Tenant generally describesthe alleged discrepancy in writing to Landlord, then, a regularemployee of Tenant or an independent, certified public accountantdesignated by Tenant (who is (a) hired by Tenant on anon-contingency basis and provides a full range of accountingservices or (b) one of the nationally recognized full-serviceaccounting firms (or one of their successors) that is hired byTenant on a contingency or non-contingency basis) shall have theright, during regular business hours and after giving ten (10)business days' advance written notice to Landlord, to inspect andcomplete an audit of Landlord's books and records relating toOperating Expenses for a period of one (1) year following thereceipt by Tenant of the statement required of Landlord pursuant toSection 4.3 hereof for such calendar year.  If suchaudit shows that the amounts paid by Tenant to Landlord on accountof increases in such charges exceeded the amounts to which Landlordwas entitled hereunder, or that Tenant is entitled to a credit withrespect to any such charges, then (x) after at least ten (10) daysprior written notice to Landlord, for a period of sixty (60) daysfollowing the completion of Tenant's audit Tenant may also examinein such manner Landlord’s books and records for the previoustwo (2) calendar years with respect solely to line items for whicha discrepancy was found (and comparable and related items), and (y)Landlord shall refund to Tenant the amount of such excess or theamount of such credit, as the case may be within twenty (20) daysafter the date it is determined that a refund is due, which sumshall bear interest at the Default Rate from the date ofLandlord’s reconciliation statement for the year in which theoverpayments occurred to the date paid.  Similarly, if it isdetermined that the amounts paid by Tenant to Landlord on accountof Operating Expenses were less than the amounts to which Landlordwas entitled hereunder, then Tenant shall pay to Landlord, asadditional rent hereunder, the amount of such deficiency withintwenty (20) days after it is determined that such a deficiencyexists, which sum shall bear interest at the Default Rate from thedate of Landlord’s reconciliation statement for the year inwhich the deficiency arose to the date paid.  Tenant shall(and shall cause its agents to) keep the results of such auditstrictly confidential.  All Tenant’s costs and expensesof any such audit shall be paid by Tenant, except that if suchaudit shows that Operating Expenses for any such calendar year wereoverstated by Landlord by more than three percent (3%), Landlordshall reimburse Tenant for the reasonable out-of-pocket costs andexpenses and fees incurred by Tenant in such audit, including anycontingency fees (to the extent allowable pursuant to Section4.7); provided, however, that in no event shall Landlord beobligated to reimburse Tenant for such audit costs in an amount inexcess of the overstatement of Tenant’s proportionate shareof Operating Expenses plus any interest that may be payablepursuant to this Section 4.7.  If Tenant does notnotify Landlord in writing of any objection to any statement withinsaid two (2) year and sixty (60) day period, or elect to audit theexpenses of prior years within the sixty (60) day period set forthabove, then Tenant shall be deemed to have waived suchobjection.

###       If required by Landlord inconnection with its approval of the Leasehold Work, or if electedby Tenant, electricity to the Premises shall be separatelysubmetered or checkmetered, in which event Landlord shall, subjectto any condition or limitations imposed by the electricityprovider, install a submeter or checkmeter at Tenant’sexpense.  Notwithstanding any of the foregoing to thecontrary, Landlord may require submetering or checkmetering ofelectricity for:  (i)  Tenant’s proposed cafeteria,(ii) Tenant’s proposed data center, (iii) Tenant’sproposed Generator and Generator Support Area, (iv) Tenant’sproposed Communication Equipment, (v) Tenant’s proposed“secure areas”, (vi) Tenant’s proposedsupplemental HVAC units, (vii) any other “24/7”electric operations, and (vii) electrical usage by Tenant thatexceeds Tenant’s pro rata share of the electrical capacity ofthe Building described in Exhibit B – ScheduleI attached hereto; provided that, no other tenant of theBuilding shall be permitted to exceed its pro rata share of theelectrical capacity of the Building without submetering orcheckmetering, nor shall any other tenant otherwise be granted morefavorable rights with respect to paying for its share of electricalconsumption, unless Tenant is afforded comparable suchrights.  Following any such submetering or checkmetering,Tenant shall timely pay directly to the appropriate utility allcharges for electricity furnished to the Premises (and the chargesfor such submetered or checkmetered electricity shall not beincluded in Operating Expenses; provided that, if Tenant’sentire Premises are submetered or checkmetered, then neither thecharges for such submetered or checkmetered electricity, nor thecharges for electricity furnished to other tenants’ premises,shall be included in Operating Expenses).  Notwithstandinganything contained herein to the contrary, if Tenant fails to payany electric bill that is provided directly to Tenant by theelectric utility as and when due, such failure shall constitute adefault hereunder.  If any such default is not cured withinten (10) business days following written notice from Landlord, thenLandlord shall have the right, but shall not be obligated, to paythe delinquent amounts, and Tenant shall reimburse Landlordtherefor within five (5) business days after receiving notice ofsuch payment by Landlord; provided that, Landlord may act withoutnotice to Tenant if delay would cause an interruption of utilityservices, an emergency or similar situation.  Notwithstandinganything to the contrary herein, if electric service to thePremises is measured by submeter or checkmeter, then Tenant shallnot be relieved of its obligation to pay its proportionate share ofOperating Expenses attributable to the provision of electricalservice to the common areas of the Building pursuant to thisArticle IV.

# SECURITY DEPOSIT

###              Not later than ten (10)business days following Tenant’s execution of this Lease,Tenant shall post an amount equal to Nine Hundred Forty-EightThousand Nine Hundred Sixty-Seven and 50/100 Dollars ($948,967.50)as a security deposit (hereinafter referred to as the "**securitydeposit**" or “**Security Deposit**”), which sumshall be in the form of an unconditional, irrevocable letter ofcredit meeting the requirements of this Article V at alltimes (the “**Letter of Credit**”) and shall be inaddition to the amount paid by Tenant to Landlord pursuant toSection 3.1 hereof.  Any cash that Landlord may hold asa security deposit, including the proceeds if Landlord draws on theLetter of Credit (as defined below), will be deposited into aninterest-bearing account maintained by Landlord (which account mayalso contain the security deposits of other tenants or othersums).  Any cash portion of the Security Deposit held byLandlord shall accrue interest at a standard passbook savings rateof interest, as reasonably determined by Landlord, and any suchinterest shall be deemed to be a part of the SecurityDeposit.  Among other things, Landlord has assigned (orintends to assign) to the holder of the mortgage now or hereafterencumbering the Building, all of Landlord's interest in this Lease,including, without limitation, the SecurityDeposit.        

####       The Security Deposit shall besecurity for the performance by Tenant of all of Tenant'sobligations, covenants, conditions and agreements under thisLease.  Within sixty (60) days after the expiration of theLease Term, and provided Tenant has vacated the Premises and is notin default hereunder, Landlord shall return theSecurity Deposit to Tenant, less only such portion thereof asLandlord shall have reasonably and properly appropriated to satisfyany Event of Default by Tenant hereunder.  If any portion ofthe Security Deposit is so appropriated and withheld from theamounts to be returned to Tenant, and Tenant disputes same, thenLandlord shall retain the Security Deposit until the dispute hasbeen resolved.  In the event of any Event of Default by Tenanthereunder, Landlord shall have the right, but shall not beobligated, to draw upon the Letter of Credit and use, apply orretain only such portion of the Security Deposit for (i) thepayment of any annual base rent or additional rent or any other sumas to which such Event of Default relates, (ii) the payment of anyamount which Landlord may spend or become obligated to spend torepair physical damage to the Premises or the Building pursuant toSection 8.2 hereof, or (iii) the payment of any amountLandlord may spend or become obligated to spend, or for thecompensation of Landlord for any losses incurred, by reason of suchEvent of Default hereunder, including, but not limited to, anydamage or deficiency arising in connection with the reletting ofthe Premises; provided that, in the case of the applicable of theSecurity Deposit to payments of the type described in clauses (ii)or (iii) above, if Tenant has in good faith disputed suchapplication of funds, then Landlord may not apply such sums untilits entitlement thereto has been determined by a court of competentjurisdiction.  If any portion of the Letter of Credit is drawnupon and is so used or applied, within three (3) business daysafter written notice to Tenant of such use or application, Tenantshall restore the Security Deposit by providing either a replacement Letter of Credit or an amendmentto the Letter of Credit then held by Landlord such that Landlord is holding one Letter of Credit in theaggregate amount of the Security Deposit required hereunder, andTenant's failure to do so shall constitute a default under thisLease.  Tenant hereby authorizes Landlord to deposit theSecurity Deposit with the holder of any mortgage (as defined inSection 21.1) if and to the extent required by said holder;provided, however, that such holder shall hold the Security Depositsubject to Tenant's rights with respect to the Security Deposit setforth herein.

####       Each Letter of Credit deliveredto Landlord pursuant to this Article V shall be (i) substantiallyin the form set forth in Exhibit E attached hereto, orotherwise in form and substance satisfactory to Landlord in itsreasonable discretion; (ii) in the amount of the Security Depositthen required hereunder, and shall permit multiple draws; (iii)issued by Comerica Bank or such other commercial bank reasonablyacceptable to Landlord from time to time and located in theWashington, D.C. metropolitan area; (iv) made payable to, andexpressly transferable and assignable by, the owner from time totime of the Building or, at Landlord's option, the holder of anymortgage (which transfer/assignment shall be conditioned only uponthe execution of a written document in connection therewith andpayment by Tenant to the issuing bank of a reasonable transferfee  of up to $500.00); provided, however, that Landlord shallhave the right, in its sole discretion, to require that any suchtransfer be effected by delivery to Landlord of either areplacement Letter of Credit or an amendment to the Letter ofCredit then held by Landlord with respect to this Lease; (v)payable at sight upon presentment to a local branch of the issuerof a simple sight draft, including a statement that Landlord isentitled to draw upon the Letter of Credit pursuant to the terms ofthis Article V and stating the amount that Landlord is entitled todraw in connection therewith; (vi) of a term not less than oneyear; and (vii) at least thirty (30) days prior to thethen-current expiration date of such Letter of Credit, either (1)renewed (or automatically and unconditionally extended) from timeto time through the sixtieth (60th) day after theexpiration of the Lease Term, or (2) replaced with cash in theamount of the Security Deposit.  Except as otherwise providedin the portions of this Section 5.1(c) that follow thissentence, Landlord agrees to give Tenant five (5) businessdays’ notice prior to exercising Landlord’s right todraw upon any Letter of Credit, which notice may be included in thedefault notice given to Tenant, if any, associated with the Eventof Default giving rise to the draw.  Notwithstanding anythingin this Lease to the contrary, any cure or grace periods set forthin this Lease shall not apply to any of the foregoing provisions ofSection 5.1(c), and, specifically, if Tenant fails to timelycomply with the requirements of subsection (vii) above, thenLandlord shall have the right to immediately draw upon the Letterof Credit without notice to Tenant and apply the proceeds to thesecurity deposit.  Each Letter of Credit shall be issued by acommercial bank that has a credit rating with respect tocertificates of deposit, short term deposits or commercial paper ofat least P-2 (or equivalent) by Moody's Investor Service, Inc., orat least A-2 (or equivalent) by Standard & Poor'sCorporation, and shall be otherwise acceptable to Landlord in itsreasonable discretion.  If the issuer's credit rating isreduced below P-2 (or equivalent) by Moody's Investors Service,Inc. or below A-2 (or equivalent) by Standard & Poor'sCorporation, or if the financial condition of such issuer changesin any other materially adverse way, then Landlord shall have theright to require that Tenant obtain from a different issuer asubstitute Letter of Credit that complies in all respects with therequirements of this Section, and Tenant's failure to obtain suchsubstitute letter of credit within ten (10) business days followingLandlord's written demand therefor (with no other notice or cure orgrace period being applicable thereto, notwithstanding anything inthis Lease to the contrary) shall entitle Landlord to immediatelydraw upon the then existing Letter of Credit in whole or in part,without notice to Tenant.  In the event the issuer of anyLetter of Credit held by Landlord is placed into receivership orconservatorship by the Federal Deposit Insurance Corporation or anysuccessor or similar entity, then, effective as of the date suchreceivership or conservatorship occurs, said Letter of Credit shallbe deemed to not meet the requirements of this Section, and, withinten (10) business days thereof, Tenant shall replace suchLetter of Credit with other collateral acceptable to Landlord inits reasonable discretion (and Tenant's failure to do so shall,notwithstanding anything in this Lease to the contrary, constitutean Event of Default for which there shall be no notice or grace orcure periods being applicable thereto other than the aforesaid ten(10) business day period).  Any failure or refusal of theissuer to honor the letter of credit shall be at Tenant's sole riskand shall not relieve Tenant of its obligations hereunder withrespect to the security deposit.

####       Provided that no monetarydefault or any material, non-monetary Event of Default (as definedin Section 19.1) shall then be in existence hereunder, thenon the third (3rd) anniversary of the Rent CommencementDate, Tenant shall have the right to reduce the Security Deposit byTwo Hundred Fifty-Seven Thousand Sixty-Eight and 50/100 Dollars($257,068.50), subject to the procedures set forth in thisSection 5.1(d).**         ** If all of theaforesaid conditions are met on the third (3rd)anniversary of the Rent Commencement Date, upon Tenant’srequest, Landlord shall promptly notify the issuer of the Letter ofCredit that the Letter of Credit may be reduced and the amount ofthe reduction so authorized, and the Security Deposit shall be soreduced in accordance with this Section 5.1(d); provided,however, that in no event shall the Security Deposit be reducedexcept as provided above.  The reduction in the SecurityDeposit shall occur by means of delivery by Tenant to Landlord ofan amendment to the Letter of Credit reducing the amount thereof asdirected by Landlord, or a substitute Letter of Credit in suchamount and in strict conformity with the terms of this ArticleV, in which latter event, the original Letter of Credit will bepromptly returned to Tenant.  Substitutions of the Letter ofCredit shall be made in a manner such that at all times one of theLetters of Credit (but not both) is in full force and effect andmay be drawn upon (as permitted hereby).  In no event shallthe amount of the Letter of Credit be reduced unless the issuingbank receives prior written notice from Landlord authorizing areduction by a certain amount (it being understood that in no eventshall the reduction exceed the amount so authorized byLandlord).  Notwithstanding anything in this Article to thecontrary, if three (3) or more monetary Events of Default or five(5) of more material non-monetary Events of Default have occurred(whether or not the same are later cured), then there shall occurno reduction in the Security Deposit. 

###       In the event of the sale ortransfer of Landlord's interest in the Building, Landlord shallhave the right to transfer the Security Deposit to the purchaser orassignee.  If Landlord transfers the Security Deposit to apurchaser or assignee who expressly assumes liability therefor,Tenant shall look only to such purchaser or assignee for the returnof the Security Deposit, and Landlord shall thereupon be releasedfrom all liability to Tenant for the return of the SecurityDeposit.  If the Security Deposit is in the form of a letterof credit, then Tenant shall, within ten (10) business days afterLandlord's request therefor, have the Letter of Credit amended orreissued by the issuer to indicate the new beneficiary.

###       Tenant hereby acknowledges thatTenant will not look to the holder of any mortgage (as defined inSection 21.1) encumbering the Building for return of theSecurity Deposit if such holder, or its successors or assigns,shall succeed to the ownership of the Building, whether byforeclosure or deed in lieu thereof, except if and to the extentthe security deposit is actually transferred to such holder.

# USE OF PREMISES

###              Tenant shall use andoccupy the Premises solely for general office use, includingancillary uses thereto that are consistent with the character ofthe Building and Legal Requirements, which uses may include,without limitation, data center, operation of a SensitiveCompartmented Information Facility, training, employee/buildinginvitee cafeteria/in-house food service, operations center, coffeeand vending uses, light assembly for modification and testing ofcomputers and related equipment, exercise facility and conferencecenter, and for no other use or purpose.  Tenant shall not useor occupy the Premises for any unlawful purpose or in any mannerthat will constitute waste, nuisance or unreasonable annoyance tothe Landlord or other tenants of the Building.  Tenant shallcomply with all Legal Requirements) concerning the use, occupancyor condition of the Premises and all machinery, equipment andfurnishings therein, including, but not limited to the Americanswith Disabilities Act and regulations promulgated from time to timethereunder (the “**ADA**”).  If any such LegalRequirement requires an occupancy or use permit or license for thePremises and the operation of the business conducted therein, thenTenant shall obtain and keep current such permit or license atTenant's expense and shall promptly deliver a copy thereof toLandlord; provided, however, that if Landlord is performing theLeasehold Work, then Landlord shall be responsible for obtainingthe initial  non-residential use permit for the Premises atTenant's expense (subject to application of the ImprovementsAllowance (as hereinafter defined)).  It is expresslyunderstood that if any change in the use of the Premises by Tenant,or any alterations to the Premises by Tenant, or any future law,ordinance, regulation or order requires a new or additional permitfrom, or approval by, any governmental agency having jurisdictionover the Building, such permit or approval shall be obtained byTenant on its behalf and at its sole expense.  Further, Tenantshall comply with all Legal Requirements which shall impose a dutyon Landlord or Tenant relating to or as a result of the use oroccupancy of the Premises.  Tenant shall pay all fines,penalties and damages that may arise out of or be imposed onLandlord or Tenant because of Tenant's failure to comply with theprovisions of this Lease.

####       Subject to Tenant's obligationsunder Article IV of this Lease, Landlord shall comply withall Legal Requirements that are applicable to the structuralcomponents of the Building (including such components locatedwithin the Premises) or the operation of the common and publicareas in the Building  (except that Landlord’sobligation to comply with the ADA, shall apply only with respect tothe common and public areas of the Building that are withinLandlord's sole and exclusive control), to the machinery andequipment provided by Landlord in the operation of the Building,and to the Base Building systems, including, but not limited to,Base Building restrooms on each floor of the Premises, whetherinside or not inside Tenant’s Premises or accessible frompublic corridors, and to the exterior of the Building (includingthe roof).  Notwithstanding anything to the contrary in thisSection 6.1, all additions, replacements or alterations tothe Building (other than the Premises) which are required due tothe enactment of any Legal Requirements after the date on whichthis Lease is fully executed shall be performed by Landlord and thecost thereof shall be an Operating Expense (if and to the extentpermitted in accordance with Article IV of this Lease)unless such addition, replacement or alteration is necessitated byTenant's particular use, design or layout of the Premises or causedby the acts or omissions of Tenant or any of its employees, agents,contractors or subtenants, in which case Tenant shall bear theentire cost of performing such addition, replacement oralteration.

###       Tenant shall pay any business,rent or other taxes that are now or hereafter levied upon Tenant'suse or occupancy of the Premises, the conduct of Tenant's businessat the Premises, or Tenant's equipment, fixtures or personalproperty.  In the event that any such taxes are enacted,changed or altered so that any of such taxes are levied againstLandlord or the mode of collection of such taxes is changed so thatLandlord is responsible for collection or payment of such taxes,Tenant shall pay any and all such taxes to Landlord upon writtendemand from Landlord.

### Tenant shall not cause or knowingly permit any HazardousMaterials to be generated, used, released, stored or disposed of inor about the Building by Tenant or its Invitees (as defined inSection 8.3), provided that Tenant may use and storereasonable quantities of standard office supplies and standardcleaning materials as may be reasonably necessary for Tenant toconduct normal general office use operations in the Premises. At the expiration or earlier termination of this Lease, Tenantshall surrender the Premises to Landlord free of HazardousMaterials (except to the extent that such Hazardous Materials werebrought into the Premises by Landlord, its employees, contractorsand agents) and in compliance with all Environmental Laws (it beingagreed that Tenant shall not be obligated to cure any noncompliancethat was not caused by Tenant or its Invitees).  "**HazardousMaterials**" means (a) asbestos and any asbestos containingmaterial and any substance that is then defined or listed in, orotherwise classified pursuant to, any Environmental Law or anyother applicable Law as a "hazardous substance," "hazardousmaterial," "hazardous waste," "infectious waste," "toxicsubstance," "toxic pollutant" or any other formulation intended todefine, list, or classify substances by reason of deleteriousproperties such as ignitability, corrosivity, reactivity,carcinogenicity, toxicity, reproductive toxicity, or ToxicityCharacteristic Leaching Procedure (TCLP) toxicity, (b) anypetroleum and drilling fluids, produced waters, and other wastesassociated with the exploration, development or production of crudeoil, natural gas, or geothermal resources, and (c) anypetroleum product, polychlorinated biphenyls, urea formaldehyde,radon gas, radioactive material (including any source, specialnuclear, or byproduct material), medical waste, chlorofluorocarbon,lead or lead-based product, and any other substance whose presencecould be detrimental to the Building or the Land or hazardous tohealth or the environment.  "**Environmental Law**" meansany present and future Law and any amendments (whether common law,statute, rule, order, regulation or otherwise), permits and otherrequirements or guidelines of governmental authorities applicableto the Building or the Land and relating to the environment andenvironmental conditions or to any Hazardous Material (including,without limitation, CERCLA, 42 U.S.C. § 9601 et seq., theResource Conservation and Recovery Act of 1976, 42 U.S.C.§ 6901 et seq., the Hazardous Materials TransportationAct, 49 U.S.C. § 1801 et seq., the Federal WaterPollution Control Act, 33 U.S.C. § 1251 et seq., theClean Air Act, 33 U.S.C. § 7401 et seq., the ToxicSubstances Control Act, 15 U.S.C. § 2601 et seq., theSafe Drinking Water Act, 42 U.S.C. § 300f et seq., theEmergency Planning and Community Right-To-Know Act, 42 U.S.C.§ 1101 et seq., the Occupational Safety and Health Act,29 U.S.C. § 651 et seq., and any so-called "Super Fund"or "Super Lien" law, any Law requiring the filing of reports andnotices relating to hazardous substances, environmental lawsadministered by the Environmental Protection Agency, and anysimilar state and local Laws, all amendments thereto and allregulations, orders, decisions, and decrees now or hereafterpromulgated thereunder concerning the environment, industrialhygiene or public health or safety).  Tenant shall giveLandlord immediate verbal and follow-up written notice of anyactual or threatened Environmental Default, which EnvironmentalDefault Tenant shall cure in accordance with all Environmental Lawsand to the satisfaction of Landlord and only after Tenant hasobtained Landlord's prior written consent, which shall not beunreasonably withheld, conditioned or delayed.  An"**Environmental Default**" means any of the following by Tenantor any of Tenant’s Invitees:  a violation of anEnvironmental Law; a release, spill or discharge of a HazardousMaterial on or from the Premises, the Land or the Building; anenvironmental condition requiring responsive action; or anemergency environmental condition.  Upon any EnvironmentalDefault, in addition to all other rights available to Landlordunder this Lease, at law or in equity, Landlord shall have theright but not the obligation to immediately enter the Premises, tosupervise and approve any actions taken by Tenant to address theEnvironmental Default, and, if Tenant fails to immediately addresssame to Landlord's satisfaction, to perform, at Tenant's sole costand expense, any lawful action necessary to address same.  Ifany lender or governmental agency shall require testing toascertain whether an Environmental Default is pending orthreatened, then Tenant shall pay the reasonable costs therefor asadditional rent.  Promptly upon request, Tenant shall executefrom time to time affidavits, representations and similar documentsconcerning Tenant's knowledge and belief regarding the presence ofHazardous Materials at or in the Premises.

###       Landlord shall not knowinglypermit the use of any Hazardous Materials inviolation of any Environmental Law in the construction ordevelopment of the Property.  In the eventLandlord is advised, or it shall come to Landlord's attention, thatHazardous Materials exist in the Property (i.e., in theBuilding or in, on, or about the Land), if mandated by any LegalRequirement, Landlord shall take all reasonable steps necessary topromptly remove, at Landlord's expense, all such HazardousMaterials, and in doing so, Landlord shall use its reasonableefforts not to materially interfere with the conduct of Tenant'sbusiness; provided, however, that Landlord shall remove anyHazardous Materials from the Premises which Tenant, its employees,agents, subcontractors or subtenants shall have introduced orotherwise brought in, on or about the Premises at Tenant'sexpense.  Notwithstanding anything herein to the contrary, noholder of any mortgage (nor any person or entity claiming by,through or under any such holder) shall have any liability underthis Section 6.4 or any responsibility to perform any ofLandlord's obligations set forth in this Section6.4.

# ASSIGNMENT AND SUBLETTING

###              Tenant shall not havethe right to assign, transfer, mortgage or otherwise encumber thisLease or its interest herein without first obtaining the priorwritten consent of Landlord, which consent may be granted orwithheld by Landlord in its sole discretion (except as otherwiseprovided in this Article).  No assignment or transfer of thisLease or the right of occupancy hereunder may be effectuated byoperation of law or otherwise without the prior written consent ofLandlord, which consent may be granted or withheld by Landlord inits sole discretion (except as otherwise provided in thisArticle).  If Tenant is a partnership or a limited liabilitycompany, a withdrawal or change, whether voluntary, involuntary orby operation of law, of partners or members owning, individually orcollectively, a controlling interest in Tenant (occurring in onetransaction or in a series of related transactions) shall be deemeda voluntary assignment of this Lease and shall be subject to theforegoing provisions.  If Tenant is a corporation, anydissolution, merger, consolidation or other reorganization ofTenant, or the sale or transfer of a controlling interest of thecapital stock of Tenant (occurring in one transaction or in aseries of related transactions), shall be deemed a voluntaryassignment of this Lease and subject to the foregoingprovisions.  However, the preceding sentence shall not applyto corporations the stock of which is traded through a national orregional stock exchange.  Any attempted assignment or transferby Tenant of this Lease or its interest herein without Landlord'sconsent when Landlord’s consent is required shall constitutean Event of Default.

####       Notwithstanding the restrictionson assignment set forth in Section 7.1(a) above, Landlord'sprior consent shall not be required with respect to any assignmentof this Lease resulting from the merger, consolidation, or othercorporate reorganization of Tenant, or the sale or transfer of thecapital stock of Tenant (each, a “**PermittedTransfer**”), provided that (i) Tenant after suchmerger, consolidation, reorganization or sale of stock has acreditworthiness (e.g., assets and capitalization) and networth (which shall be determined on a pro forma basis usinggenerally accepted accounting principles consistently applied andusing the most recent financial statements) equal to or greaterthan the credit worthiness and net worth of Tenant on the datehereof, (ii) Tenant after such merger, consolidation,reorganization or sale of stock agrees in writing to be bound bythe terms and conditions of this Lease and to assume all of theobligations and liabilities of Tenant under this Lease, (iii)Tenant after such merger, consolidation, reorganization or sale ofstock shall comply with the use and occupancy provisions of thisLease, (iv) Tenant provides Landlord with prior written notice ofits intent to assign all or a portion of the Premises not more thanninety (90) nor less than ten (10) days prior to the date suchassignment is to be effective, (v) the character of Tenant afterthe merger, consolidation, reorganization or sale of stock, as thecase may be, and the nature of Tenant's activities on the Premisesand in the Building will not materially adversely affect othertenants in the Building or materially impair the reputation of theBuilding as a first-class office building, (vi) the assignment isnot a so-called "sham" transaction intended by Tenant to circumventthe provisions of Article VII of the Lease, (vii) no monetarydefault or material non-monetary Event of Default exists under anyof the terms and provisions of this Lease that is not fully curedon or before the effective date of such merger, consolidation,reorganization or sale of stock, and (viii) the assignment (A) willnot result in a material increase in Operating Expenses for theBuilding beyond that which Landlord incurs prior to the assignment,and (B) will not materially increase the burden on elevators orother Building systems or equipment over the burden prior to suchassignment.

####       In the event of any assignmentof this Lease, Tenant shall remain fully liable as a primaryobligor and principal for Tenant's obligations and responsibilitiesunder this Lease, including without limitation, the payment of allrent and other charges required hereunder and the performance ofall conditions and obligations to be performed under thisLease.

###       Tenant shall not have the rightto sublease (which term, as used herein, shall include any type ofsubrental arrangement and any type of license to occupy) all or anypart of the Premises or assign this Lease without first obtainingthe prior written consent of Landlord, which consent shall not beunreasonably withheld, conditioned, or delayed; provided, however,that it shall not be unreasonable for Landlord to withhold itsconsent if a monetary or material non-monetary Event of Defaultshall have occurred hereunder that is not fully cured on or beforethe effective date of such sublease or assignment, or the nature ofthe activities to be conducted by such proposed subtenant orassignee would materially and adversely affect the other tenants ofthe Building or would impair the reputation of the Building as afirst-class office building, or that the financial history orcredit rating of the proposed subtenant or assignee is such thatsuch assignee or subtenant cannot reasonably be expected to meetthe financial obligations of the assignment and this Lease or thesublease with appropriate financial margins (taking into accountthe financial condition of Tenant and the fact that Tenant is notreleased from liability hereunder) or that the character of thebusiness to be conducted or the proposed use of the Premises by theproposed subtenant or assignee (i) is likely to materially increaseOperating Expenses for the Building beyond that which Landlordincurs prior to such proposed subletting or assignment; (ii) islikely to materially increase the burden on elevators or otherBuilding systems or equipment over the burden prior to suchproposed subletting or assignment; (iii) violates any provisions orrestrictions contained herein relating to the use or occupancy ofthe Premises; or (iv) the proposed sublease or assignment may havean adverse effect on the real estate investment trust qualificationtests applicable to Landlord and its affiliates.  Anyattempted assignment of this Lease or subletting by Tenant of anyportion of the Premises without Landlord's consent shall constitutean Event of Default.  Furthermore, Tenant shall not have theright to assign this Lease or sublease all or any portion of thePremises without first complying with the provisions ofsubsections (a) through (e) below:

####       If Tenant desires to subleaseany portion of the Premises, Tenant shall specify to Landlord inwriting the area proposed to be sublet and the date such portion isto be made available for subleasing.  Landlord shall have theright, but not the obligation, to retake possession of the portionof the Premises proposed to be sublet (i) if such portion, togetherwith any other portion(s) of the Premises and the Wilson Premisesthen currently sublet or assigned, exceeds, in the aggregate, fiftypercent (50%) of the rentable area in the Premises (which shall bedeemed to include the Wilson Premises for the purposes of thisSection 7.2(a)), or (ii) if the proposed sublease is for aterm (including all renewal options), of more than ninety percent(90%) of the balance of the Lease Term; provided, however, that asublet or assignment to any Affiliate or Parent of Tenant (asdefined below) or in connection with a merger or other transactionpermitted pursuant to Section 7.1(b) hereof, shall not beconsidered an assignment or sublet for the purpose of thisSection 7.2(a); and provided further that such ninetypercent (90%) shall be calculated taking into considerationTenant’s renewal options (if the same have been exercised byTenant) and only that portion of the term of the sublease for whichTenant has no right to terminate the sublease.  In the case ofa sublet that would give rise to a recapture right in favor ofLandlord, Tenant shall provide Landlord at least thirty (30) daysadvance written notice of Tenant’s intention to sublease aportion of the Premises, and Landlord shall, within thirty (30)days after Landlord’s receipt of Tenant’s subleaserequest, notify Tenant in writing whether or not Landlord willretake possession of the portion of the Premises proposed to besublet and thereby delete such portion of the Premises from thePremises being leased to Tenant hereunder.  If Landlord electsto retake such  portion of the Premises, (i) Landlord shallretake possession of such portion on the date specified in Tenant'snotice, (ii) Tenant's obligation to pay rent for such portion shallcease on such date and (iii) Landlord and Tenant shall promptlyexecute an amendment to the Lease setting forth the new squarefootage of the reduced premises to be occupied by Tenant. Thereafter, Tenant shall not have any further rights of any kind,including any rights of renewal, in or to the portion of thePremises so retaken.  In the case of a sublet that does notgive rise to a recapture right or if Landlord does not elect toretake such portion of the Premises within the aforesaid thirty(30) day period, Tenant shall comply with the provisions ofSection 7.2(b) below with respect to any proposed subleaseof such portion of the Premises.

####       Tenant shall have the right toassign this Lease or sublease any portion of the Premises to theextent that Landlord has not elected to (or does not have the rightto) retake the same pursuant to Section 7.2(a) above,provided that Tenant obtains the prior written consent of Landlordto such proposed assignment or sublease in accordance withSection 7.2.

####        [Intentionally Deleted.]

####       Tenant's right to assign thisLease or sublease any portion of the Premises that Landlord has notelected to (or does not have the right to) retake pursuant toSection 7.2(a) above shall expire one hundred twenty (120)days after the giving of the notice required by subsection(a).  Thereafter, Tenant shall have no right to assign thisLease or sublease the portion of the Premises described in thenotice furnished pursuant to Section 7.2(a), unless Tenantshall have again complied with the procedures set forth in thisSection 7.2.  Notwithstanding the foregoing, if at theexpiration of such one hundred twenty (120) day period Tenant isstill actively and continuously negotiating with the same potentialassignee or subtenant disclosed to Landlord pursuant to thisSection 7.2, then Tenant may continue negotiating with suchpotential subtenant (for up to an additional sixty (60) days)without again complying with the provisions of this Section7.2, provided Tenant does so actively and withoutinterruption.  If the assignment or sublease being negotiateddoes not at the expiration of such 60-day period qualify as aproposed assignment or sublease that gives rise to a recaptureright in favor of Landlord, then Tenant may continue negotiatingwith such potential assignee or subtenant (for up to an additionalsixty (60) days) without again complying with the provisions ofthis Section 7.2, provided Tenant does so actively andwithout interruption, however, if at the expiration of the initial60-day period the assignment or sublease would qualify as aproposed assignment or sublease that gives rise to a recaptureright, then Landlord shall again have a recapture right even ifLandlord had previously notified Tenant that Landlord would notrecapture the portion of the Premises described in the noticefurnished pursuant to Section 7.2(a).

####       If a monetary or materialnon-monetary Event of Default shall have occurred hereunder forwhich Landlord has exercised its remedies, Landlord shall beentitled to receive one hundred percent (100%) of any proceedsderived from assigning this Lease, or proceeds derived fromsubletting the Premises or any part thereof in excess of the rentdue under this Lease.  Provided no monetary or materialnon-monetary Event of Default shall have occurred hereunder forwhich Landlord has exercised its remedies, Landlord shall beentitled to receive fifty percent (50%) of the proceeds derivedfrom assigning this Lease or that portion of any proceeds derivedfrom subletting the Premises or any part thereof in excess of thesum of (i) the rent due under this Lease, plus (ii) Tenant’sreasonable out-of-pocket expenses (including tenant improvementsfor the proposed assignee or sublessee, legal fees and leasingcommissions, undepreciated costs of tenant improvements made to thePremises by Tenant or by Landlord at Tenant’s request and atTenant’s expense’ in excess of the ImprovementsAllowance and other costs and expenses Tenant reasonably incurs inconnection with the assignment or sublease, but excluding any costsattributable to vacancy periods or “downtime”) thatTenant reasonably incurred in connection with the procurement ofsuch sublease or assignment.  Landlord shall have the right toinspect and audit Tenant's books and records relating to anysublease or assignment and expenses incurred by Tenant inconnection therewith.  Upon Landlord advising Tenant of anypotential adverse effect of any proposed sublease or assignment onthe real estate investment trust qualification tests applicable toLandlord and its affiliates and proposing one or more commerciallyreasonable solutions to such effect (if any are available), Tenantwill exercise commercially reasonable efforts to structure any suchproposed sublease or assignment so that the portion of the excessrents that become payable to Landlord will not have such adverseeffect, and if Tenant is unable so to structure any proposedsublease or assignment, then Landlord shall have the right in itssole and absolute discretion to withhold its consent to theproposed sublease or assignment or to terminate this Lease withrespect to the proposed sublet space as provided in thisSection.  The provisions of this Section 7.2(e) shallnot apply with respect to subleases or assignments to a Parent orAffiliate of Tenant.

###       Notwithstanding the provisionsof Sections 7.1 or 7.2 hereof to the contrary, if consent toany assignment or subletting is required by the holder of anymortgage on the Building, no assignment of this Lease or subleaseof all or any portions of the Premises shall be permitted withoutthe prior written consent of such holder; provided, however, thatsuch holder shall use the same approval standards and criteria asrequired of Landlord pursuant to Sections 7.1 or 7.2, asapplicable.  Landlord agrees to use its reasonable efforts toobtain promptly such required consent to any proposed subletting orassignment.

###       The consent by Landlord to anyassignment or subletting shall not be construed as a waiver orrelease of Tenant from any and all liability for the performance ofall covenants and obligations to be performed by Tenant under thisLease, nor shall the collection or acceptance of rent from anyassignee, transferee or subtenant constitute a waiver or release ofTenant from any of its liabilities or obligations under thisLease.  Landlord's consent to any assignment or sublettingshall not be construed as relieving Tenant from the obligation ofcomplying with the provisions of Sections 7.1 or 7.2 hereof,as applicable, with respect to any subsequent assignment orsubletting.  For any period during which Tenant is in monetaryor material non-monetary default hereunder beyond any applicablegrace or cure period, Tenant hereby assigns to Landlord the rentdue from any subtenant of Tenant and hereby authorizes eachsubtenant to pay said rent directly to Landlord.  Tenantfurther agrees to submit any and all instruments of assignment andsublease to Landlord for Landlord's prior written approval as toform and substance, which approval shall not be unreasonablywithheld, conditioned or delayed, but which instruments shallprovide, as an express condition precedent to Landlord's priorapproval, that any sublessee or assignee agree to remain jointlyand severally liable to Landlord for all obligations imposed by anysuch agreement of assignment or sublease.

###              Notwithstanding theabove restrictions on subletting and assignments, Landlord’sprior consent shall not be required with respect to any assignmentor subletting to an “Affiliate of Tenant” (ashereinafter defined) or a “Parent of Tenant” (ashereinafter defined), provided (i) that such assignee or sublesseehas a creditworthiness (e.g., assets and capitalization) andnet worth (which shall be determined on a pro forma basis usinggenerally accepted accounting principles consistently applied andusing the most recent financial statements) as certified toLandlord by Tenant’s chief financial officer, (ii) that suchassignee or sublessee agrees in writing to be bound by the termsand conditions of this Lease and to assume all of the obligationsand liabilities of Tenant under this Lease, (iii) that suchassignee or sublessee shall conduct business which is a permitteduse pursuant to Article VI of this Lease, (iv) that Tenant providesLandlord with prior written notice of its intent to assign orsublease all or a portion of the Premises not more than ninety (90)nor less than thirty (30) days prior to the date such assignee orsublessee is to occupy the Premises, (v) that the character of suchperson or entity and the nature of its activities on the Premisesand in the Building will not adversely affect other tenants in theBuilding or impair the reputation of the Building as a first-classoffice building, and (vi) that the sublease or assignment with suchperson or entity is not a so-called “sham” transactionintended by Tenant to circumvent the provisions of this ArticleVII, and provided further that if such Affiliate of Tenant orParent of Tenant ceases to be an Affiliate of Tenant or Parent ofTenant, as the case may be, such cessation, at Landlord’ssole option, for all purposes hereunder, shall be a default underthis Lease for which Landlord shall have all of the remediesavailable to it pursuant to Article XIX hereof.

####       In the event of any suchassignment or subletting pursuant to this Section 7.5,Tenant shall remain fully liable as a primary obligor and principalfor Tenant’s obligations and responsibilities under thisLease, including without limitation, the payment of all rent andother charges required hereunder and the performance of allconditions and obligations to be performed under this Lease.

####       For purposes of this Section7.5, an “**Affiliate of Tenant**” shall mean anycorporation, association, trust or partnership (i) which Controls(as herein defined) Tenant or (ii) which is under the Control ofTenant through stock ownership or otherwise or (iii) which is undercommon Control with Tenant.  For the purposes hereof, a“**Parent of Tenant**” shall mean any corporation,association, trust or partnership (A) which Controls Tenant or (B)which owns more than fifty percent (50%) of the issued andoutstanding voting securities of Tenant.  The terms“**Control**” or “**Controls**” asused in this Section 7.5 shall mean ownership (directly orindirectly) of (a) more than fifty percent (50%) of the votingsecurities of an entity or possession of the right to vote morethan fifty percent (50%) of the voting interest in the ordinarydirection of the entity’s affairs or (b) the amount of votessufficient to elect a majority of the board of directors of thecorporation in question. 

###              Notwithstanding theabove restrictions on subletting and assignments, Landlordacknowledges that Tenant intends to allow individuals (or teams ofindividuals) working on projects with Tenant, Tenant’sbusiness invitees and Tenant’s customers to temporarily useand occupy portions of the Premises from time to time, but not inexcess of twenty percent (20%) of the rentable area of the Premisesoffices at any one time, including, without limitation, employeesof third-party businesses whose co-location with Tenant at thePremises facilitates Tenant’s business operations or itsability to meet its obligations to its customers (any of theforegoing herein called a “**PermittedOccupant**”).  Provided that such use and occupancy issubject to the terms and conditions of this Lease, and providedthat (i) Tenant remains fully liable under this Lease; (ii) suchPermitted Occupant and all employees of the Permitted Occupant areexpressly covered under Tenant’s insurance policies thatTenant is required to maintain hereunder; and (iii) the occupancyarrangement is not a subterfuge by Tenant to avoid its obligationsunder this Article VII, then Tenant shall notify Landlordthereof, but Landlord’s consent shall not be required for anysuch occupancy arrangement and such occupancy shall neither besubject to this Article VII nor deemed 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..

####       Tenant’s rights under thisSection 7.6 are personal to and may be exercised only by TheTitan Corporation and shall not be exercised by any assignee orsubtenant.

###       Notwithstanding the thirty (30)day time period set forth in Section 7.2 above with respectto proposed assignments and subleases for which Landlord has aright to recapture the Premises or the proposed sublease space,Landlord agrees to approve or disapprove any proposed sublease orassignment (including any proposed sublease for which Landlord hasa right to recapture) within fifteen (15) business days afterLandlord’s receipt of Tenant’s request therefor andsufficient information about the proposed subtenant or assignee toenable Landlord to make the determination called for by thisArticle VII, which request states in bold capital lettersthat the request will be deemed approved in accordance withArticle VII of the Lease if Landlord fails to respond infifteen (15) business days.  If Landlord fails to respond toTenant within such fifteen (15)-business day period, then Landlordshall be deemed to have approved such sublease or assignment,subject to the terms and conditions of Landlord’s standardconsent form, which is attached hereto as Exhibit K. The parties hereby agree that Landlord’s thirty-(30) dayrecapture period shall run concurrently with the fifteen (15)business day period specified above provided Tenant delivers withits initial notice of its intent to assign or sublease sufficientinformation about the proposed subtenant to enable Landlord to makethe determination called for in this Article VII. 

# TENANT'S MAINTENANCE AND REPAIRS

###       Subject to the provisions ofSection 8.3, Tenant will keep and maintain the Premises andall fixtures and equipment located therein in clean, safe andsanitary condition, will take good care thereof and make allrequired repairs thereto, and will suffer no waste or injurythereto.  At the expiration or other termination of the LeaseTerm, Tenant shall surrender the Premises, broom clean, in the sameorder and condition in which they are in on the Lease CommencementDate (or, if later, substantial completion of the Leasehold Work),permitted alterations, ordinary wear and tear and unavoidabledamage by the elements excepted and except as otherwise provided inArticle XVII (Damage and Destruction) and ArticleXVIII (Condemnation).  Landlord, at its cost, shallprovide and install all replacement fluorescent tubes for buildingstandard light fixtures; all other bulbs, tubes and lightingfixtures for the Premises shall be provided and installed byLandlord at Tenant's cost and expense.

###       Except as otherwise provided inArticle XVII or Section 13.4 hereof, all injury,breakage and damage to the Premises shall be repaired by and at thesole expense of Tenant, except that Landlord shall have the right,at its option, to make such repairs and to charge Tenant for allcosts and expenses reasonably incurred in connection therewith asadditional rent hereunder; provided that, with respect to any suchinjury, breakage or damage to the Premises only, Landlord shallnot, except in case of an emergency, have the right to make suchrepairs and charge Tenant therefor unless Tenant fails to commencesuch repairs within ten (10) days after the date the damage occurs(or such shorter period as may be reasonable given the nature ofthe damage) or Tenant fails thereafter to promptly and diligentlyprosecute such repairs to completion in accordance with therequirements of this Lease).  The liability of Tenant for suchcosts and expenses shall be reduced by the amount of any insuranceproceeds received by Landlord from Landlord’s and/orTenant’s insurer on account of such injury, breakage ordamage  (or such proceeds as would have been available ifLandlord carried all insurance required to be carried by Landlordhereunder).  Notwithstanding anything contained herein to thecontrary, in the case of damage to the Premises that is caused by(i) the negligence or willful misconduct of Landlord orLandlord’s employees, agents or contractors in connectionwith the routine maintenance and operation of the Building, or (ii)the gross negligence of Landlord or Landlord’s employees,agents or contractors in connection with the provision ofmaintenance or services requested by Tenant, Landlord shall beresponsible for payment of a portion of the repair costs equal tothe amount of the deductible under Tenant’s insurance policy,but not to exceed the amount of the deductible that would apply toa similar occurrence under Landlord’s insurance policy.

###       Landlord shall keep and maintainthe exterior and demising walls, foundations, roof, landscapedareas and common areas that form a part of the Building, and thebase Building standard mechanical, electrical, HVAC plumbing andfire life safety systems, pipes and conduits that are provided byLandlord in the operation of the Building or, on a non-exclusivebasis, the Premises in clean, safe, sanitary and good operatingcondition in accordance with standards customarily maintained byfirst-class office buildings located within the area bounded by NewDominion Parkway, Reston Parkway, Town Center Parkway and DullesToll Road in Reston, Virginia (collectively, the “**MarketArea**”), and will make all required repairs thereto. All common or public areas of the Building and the land upon whichit is situated (including without limitation the first floor lobbyarea and the exterior landscaping) shall be maintained by Landlordin accordance with standards customarily maintained by first-classoffice buildings in the Market Area.  Tenant shall promptlyprovide Landlord with written notice of any defect or need forrepairs in or about the Building of which Tenant is aware;provided, however, Landlord's obligation to repair hereunder shallnot be limited to matters of which it has been given notice byTenant.  Notwithstanding any of the foregoing to the contrary,maintenance and repair of special tenant areas, facilities,finishes and equipment (including, but not limited to, any specialfire protection equipment, telecommunications and computerequipment, kitchen/galley equipment, air-conditioning equipmentserving the Premises only and all other furniture, furnishings andequipment of Tenant and all Alterations) shall be the soleresponsibility of Tenant and shall be deemed not to be a part ofthe Building structure and systems.  Notwithstanding anythingcontained herein to the contrary, in the case of damage to theBuilding that is caused by the negligence or willful misconduct ofTenant or any agent, employee, subtenant, contractor, customer,guest or invitee of Tenant (collectively,“**Invitee**”), Tenant shall be responsible forpayment of the amount by which the costs and expenses to repairexceed the insurance proceeds, if any, received by Landlord onaccount of such damage (or which would have been received ifLandlord maintained the insurance required to be maintained byLandlord hereunder), including, but not limited to, the amount ofLandlord’s commercially reasonable deductible and anynon-insured events.  In undertaking any repairs, testing,adjusting or balance of any Building system, any alterations,additions, improvements or other maintenance work in the Premisesor in the Building, or in exercising any right of access into thePremises, Landlord shall (i) perform such activity in a manner andat a time or times that will minimize interference withTenant’s use and occupancy of the Premises and that will notunreasonably delay or interfere with Tenant’s use andoccupancy of the Premises or the performance by Tenant ofalterations; (ii) promptly repair any damage caused by Landlord;and (iii) upon completion of such activity, restore any portion ofthe Premises that may have been collaterally affected by suchactivity to the condition existing before such activity.

###       (a)  In the event Landlordfails to perform any of the obligations on Landlord’s part tobe performed pursuant to Article VIII of this Lease or torepair any latent defects as required under the Work Agreement(which failure materially affects Tenant’s access to or useof the Premises) within thirty (30) days after written notice fromTenant to Landlord and to the holder of any mortgage on thePremises of which Landlord has given Tenant notice or of whichTenant has actual notice, specifying the nature of such obligation(or if such obligation is of the type which cannot be completedwithin thirty (30) days, then if Landlord fails to (i) commence toperform such obligation within thirty (30) days after such writtennotice from Tenant and (ii) thereafter prosecute the same tocompletion with due diligence given the nature of such obligation)(it being understood and agreed that, in connection with theforegoing, the mortgagee may negotiate for additional cure periodsin any subordination agreement between such mortgagee and Tenantwith respect to this Lease), then thereafter at any time prior toLandlord's (or the holder of any mortgage) commencing to performsuch obligation or subsequent to Landlord (or the holder of anymortgage) commencing to perform such obligation if Landlord (or theholder of any mortgage) has not prosecuted the same to completionwith due diligence given the nature of such obligation, and if suchfailure to perform an obligation is continuing for ten (10) daysfollowing Landlord’s receipt of a second written requestthereof following the expiration of the aforesaid cure periods,then Tenant may, but need not, perform such obligation and chargethe reasonable out-of-pocket cost thereof to Landlord.  In theevent of an emergency involving a risk to life or material damageto property (as reasonably determined by Landlord or Tenant), thenthe provisions of this Section shall apply, except that theaforesaid thirty (30)-day and ten (10)-day periods shall be reducedto such shorter periods as may be reasonable under thecircumstances, and in Tenant’s notice to Landlord, Tenantshall specify whether Tenant believes the failure constitutes anysuch emergency.  Landlord shall reimburse Tenant for thereasonable out-of-pocket costs of such repairs within thirty (30)days following Landlord's receipt of copies of all invoices, bills,receipts or charges incurred by Tenant in making suchrepairs.  Such repairs by Tenant shall be effected in afirst-class manner and otherwise in accordance with the provisionsof this Lease.

####       If Landlord fails to pay toTenant when due any sum which Tenant is entitled to recover fromLandlord pursuant to Section 8.4(a), then if Tenant hasobtained a final, non-appealable court judgment that such sum wasdue and payable to Tenant under the terms of Section 8.4(a)but was wrongfully withheld by Landlord, then Tenant may credit theamount of such judgment against rent due under this Lease, providedthat the amount that shall be credited against the annual base renteach month shall not exceed ten percent (10%) of the monthly baserent. 

# TENANT ALTERATIONS

###       The initial improvements to thePremises shall be constructed in accordance with Exhibit Battached hereto and made a part hereof.  It is understood andagreed that except as provided in the preceding sentence Landlordwill not make, and is under no obligation to make, any structuralor other alterations, decorations, additions or improvements in orto the Premises.

###       Tenant will not make or permitanyone to make any alterations, decorations, additions orimprovements (hereinafter referred to collectively as"**improvements**" or “**Alterations**”),structural or otherwise, in or to the Premises or the Building,without the prior written consent of Landlord. 

####       Improvements to the interior ofthe Premises which (i) are not readily visible to the exterior ofthe Building or the common and public areas thereof, (ii) are notstructural, (iii) do not affect the electrical, mechanical, fireor  life safety systems within the Building and (iv) areotherwise in conformance with all applicable building, zoning andother codes or regulations affecting the Building, shall be subjectto the prior written consent of Landlord, which consent shall notbe unreasonably withheld, conditioned, or delayed.  Landlordagrees to approve or disapprove any proposed Alterations within ten(10) business days after Landlord’s receipt of Tenant’srequest therefor and sufficient information about the proposedAlterations to enable Landlord to make the determination called forby this Section 9.2.  If Landlord fails to respond toTenant within such ten (10) business day period, Tenant shalldeliver a second written request for Landlord’s approval,which second request shall be delivered to Landlord and shallclearly state that the request will be deemed approved inaccordance with this Section 9.2 if Landlord fails torespond within five (5) business days.  If Landlord fails torespond to Tenant within five (5) business days afterLandlord’s receipt of such second notice, then Landlord shallbe deemed to have approved the proposed Alterations. Notwithstanding the foregoing, Tenant shall have the right, afterproviding at least ten (10) days prior written notice to Landlord,but without the necessity of obtaining Landlord’s consent, tomake  nonstructural Alterations  in and to the Premisesthat (I) meet the requirements of clauses (i)-(iv) above, (II) donot require the issuance of a building permit, (III) are notvisible from outside the Premises, and (IV) do not cost, in theaggregate when combined with improvements made to the WilsonPremises, more than seventy thousand dollars ($70,000.00) perAlteration, nor more than two hundred fifty thousand dollars($250,000) in a twelve (12) month period. 

####       Any Alterations made by Tenantshall be made:  (i) in a good, workmanlike, first-class andprompt manner and otherwise in accordance with the rules forcontractors set forth in Exhibit B; (ii) using new materialsonly; (iii) by a contractor (and, if reasonably required byLandlord, under the supervision of an architect) approved inwriting by Landlord (which approval shall not be unreasonablywithheld, conditioned or delayed), it being agreed that if Landlorddoes not respond to any such request for approval within ten (10)business days after Landlord’s receipt of Tenant’swritten request for approval that states in bold letters on theface thereof that failure to respond within ten (10) business dayswill result in landlord’s deemed approval, then suchcontractor (or architect) shall be deemed approved by Landlord;(iv) in accordance with plans and specifications prepared byan engineer or architect reasonably acceptable to Landlord, whichplans and specifications shall be approved in writing by Landlord,which approval shall not be unreasonably withheld, conditioned ordelayed (Tenant hereby agreeing to pay the reasonable,out-of-pocket costs and expenses incurred by Landlord forthird-party consultants necessary for Landlord’s review ofthe same); (v) in accordance with all Legal Requirements andthe requirements of any insurance company insuring the Building orany portion thereof; and (vi) after obtaining public liability andworker's compensation insurance policies reasonably approved inwriting by Landlord, which policies shall cover every person whowill perform any work with respect to such Alteration. 

####       Prior to each payment to anycontractor, subcontractor, laborer, or material supplier for allwork, labor, and services to be performed and materials to befurnished in connection with Alterations, Tenant  shall obtainand deliver to Landlord written, unconditional waivers ofmechanics' and materialmen's liens against the Premises and theBuilding from all proposed contractors, subcontractors, laborersand material suppliers for all work, labor and services performedand materials furnished in connection with Alterations through thedate of the then-current requisition conditioned only on payment ofthe amount requisitioned.  If any lien (or a petition toestablish such lien) is filed in connection with any Alteration,such lien (or petition) shall be discharged by Tenant within ten(10) business days thereafter, at Tenant's sole cost and expense,by the payment thereof or by the filing of a bond acceptable toLandlord.  If Landlord gives its consent to the making of anyAlteration, such consent shall not be deemed to be an agreement orconsent by Landlord to subject its interest in the Premises or theBuilding to any liens which may be filed in connectiontherewith. 

####       All Alterations involvingstructural, electrical, mechanical or plumbing work, the heating,ventilation and air conditioning system of the Premises or theBuilding, and the roof of the Building shall, at Landlord'selection, be performed by Landlord's designated contractor orsubcontractor at Tenant's expense; provided, however, that Landlordshall obtain competitive rates therefor, and if Landlord is unableto obtain competitive rates therefor, then, except if the failureto use Landlord’s designated contractor would void orotherwise adversely affect the warranty of any Building structureor system warranties, Tenant shall have the right to choose anothercontractor or subcontractor that is reasonably acceptable toLandlord.  Promptly after the completion of an Alteration thatchanges the then-current as-built drawings, Tenant at its expenseshall deliver to Landlord three (3) sets of accurate as-builtdrawings and a CADD computer disc showing such Alteration inplace. 

####       When granting its consent,Landlord may impose reasonable conditions, including, withoutlimitation, the approval of plans and specifications, approval ofthe contractor or other persons who will perform the work, and theobtaining of required permits and specified insurance.  Itshall be reasonable for Landlord to insist that portions of thePremises visible to the public shall maintain a uniform appearancewith the rest of the Building.  All improvements permitted byLandlord must conform to all rules and regulations established fromtime to time by the Underwriters' Association of the Commonwealthof Virginia and to all laws, regulations and requirements of theFederal, state and local  governments.  Landlord's reviewand approval of any such plans and specifications and its consentto perform work described therein shall not be deemed an agreementby Landlord that such plans, specifications and work conform withall applicable Legal Requirements and requirements of the insurersof the Building ("**Insurance Requirements**") nor deemed awaiver of Tenant's obligations under this Lease with respect to allapplicable Legal Requirements and Insurance Requirements nor imposeany liability or obligation upon Landlord with respect to thecompleteness, design sufficiency or compliance with all applicableLegal Requirements or Insurance Requirements of such plans,specifications and work.  If Tenant shall fail to dischargeany such mechanic's or materialmen's lien, Landlord may, at itsoption, discharge such lien and treat the cost thereof (includingreasonable attorneys' fees incurred in connection therewith) asadditional rent payable with the next monthly installment of annualbase rent falling due; it being expressly agreed that suchdischarge by Landlord shall not be deemed to waive or release thedefault of Tenant in not discharging such lien.  It isunderstood and agreed that any improvements to the Premises shallbe conducted on behalf of Tenant and not on behalf of Landlord, andthat Tenant shall be deemed the "owner" of such improvements (andnot the agent of Landlord).

###       Tenant shall indemnify and holdLandlord harmless from and against any and all expenses, liens,claims, liabilities and damages based on or arising, directly orindirectly, by reason of the making of any improvements to thePremises by Tenant, or its contractors, agents or employees. If any improvements are made without the prior written consent ofLandlord, Landlord shall have the right to remove and correct suchimprovements and restore the Premises to their conditionimmediately prior thereto, and Tenant shall be liable for allexpenses incurred by Landlord in connection therewith.  Allimprovements to the Premises or the Building made by either partyshall remain upon and be surrendered with the Premises as a partthereof at the end of the Lease Term unless (i) Tenant requests,when it submits its plans and specifications for such improvementsto Landlord for Landlord's approval in accordance with Section9.2, Landlord's consent to Tenant's removal of suchimprovements upon the expiration or earlier termination of theLease Term and Landlord so consents or (ii) Landlord specifies inits approval of the plans and specifications for such improvementsthat Tenant must remove the improvements upon the expiration orearlier termination of the Lease Term; provided, however, that ifno Event of Default has occurred and is still continuing under thisLease, then Tenant shall have the right to remove, prior to theexpiration of the Lease Term, all movable furniture, shelving,appliances, computers, security equipment, trade fixtures,furnishings and equipment installed in the Premises solely at theexpense of Tenant; and provided further, however, that Landlord mayonly require removal and/or restoration of the GeneratorAlterations and any Alterations to the base building structure orsystems.  All damages and injury to the Premises or theBuilding caused by such removal shall be repaired by Tenant, atTenant's sole expense.  If such property of Tenant is notremoved by Tenant prior to the expiration or termination of thisLease, the same shall become the property of Landlord and shall besurrendered with the Premises as a part thereof.

# SIGNS AND FURNISHINGS

### (a)        No sign,advertisement or notice referring to Tenant shall be inscribed,painted, affixed or otherwise displayed on any part of the exterioror the interior of the Building except (i) suite entry signage oneach floor of the Premises and on the directories and doors ofoffices and such other areas as are designated by Landlord, (ii)signage (including Tenant’s logo) in elevator lobbies locatedon full floors occupied by Tenant, or (iii) signage inside thePremises in a manner that such signs, advertisements, and noticesare not visible from outside the Premises; provided all suchsignage in clauses (i) and (ii) above shall be subject toLandlord’s approval of the size, number, location, color anddesign thereof, and in all cases such that the same are inaccordance with any applicable state or local building code orzoning regulations; provided further, however, thatLandlord’s approval shall not be unreasonably withheld,conditioned or delayed.  All of Tenant's signs that areapproved by Landlord shall be installed by Landlord at Tenant'scost and expense and shall be removed by Tenant, at Tenant's solecost and expense, at the end of the Lease Term (and Tenant shallrepair any damage to the Building or the Premises caused by suchremoval).  If any sign, advertisement or notice that has notbeen approved by Landlord is exhibited or installed by Tenant,Landlord shall have the right to remove the same at Tenant'sexpense.  Tenant shall be entitled to one (1) directory lineper one thousand (1,000) rentable square feet of the Premises (butin no event less than Tenant's proportionate share (as defined inSection 4.1(a)), on the Building's lobby directory, at noadditional cost to Tenant.  Tenant may list its name and thenames of Tenant's employees and permitted subtenants and assigneeson the Building's lobby directory, but only to the extent thenumber of lines devoted to all such names does not exceed the totalnumber of lines on such directory allocated to Tenant as set forthin the preceding sentence).  Notwithstanding the foregoing, ifTenant requests that Landlord change the name, initially listedthereon, then Landlord agrees to do so provided Tenant reimbursesLandlord therefor for all direct and indirect costs incurred byLandlord therefor.  Landlord's acceptance of any name forlisting on the Building directory will not be deemed, nor will itsubstitute for, Landlord's consent, as required by this Lease, toany sublease, assignment or other occupancy of the Premises. Landlord shall have the right to prohibit any advertisement of orby Tenant which in its opinion tends to impair the reputation ofthe Building or its desirability as a first-class office building,and upon notice from Landlord, Tenant shall immediately refrainfrom and discontinue any such advertisement; provided, however,that Tenant shall have the continuing right to indicate theBuilding’s address in all marketing materials.  Landlordreserves the right to affix, install and display signs,advertisements and notices on any part of the exterior or interiorof the Building but not in the Premises (which for the purpose ofthis sentence shall include the elevator lobbies of each entirefloor leased by Tenant), except as may be required by law or inemergency situations. 

####       Notwithstanding the foregoing,so long as Tenant is leasing from Landlord at least 100,000 squarefeet of rentable area of the Building (including space occupied byPermitted Occupants but excluding the Wilson Premises) and ifTenant (together with any Permitted Occupants) occupies at least100,000 square feet of rentable area in the Building (including theWilson Premises), then Tenant shall have the right to signage onthe exterior of the Building as follows: (i) exclusive signage atthe top of the Building on one face of the Building(“**Rooftop Signage**”) up to the maximum squarefootage available for Rooftop Signage under applicable LegalRequirements, provided, however, that Tenant’s exclusiveright to Rooftop Signage, if applicable, shall not apply to groundfloor retail storefront signage, and (ii) signage adjacent to thefirst floor retail entrance, which signage identifying Tenant shallbe subject to the following terms and conditions:  (1) Tenantshall, at Tenant’s sole cost, install such signage; (2)Tenant shall, at Tenant’s sole cost maintain such signage ina first class condition; (3) Tenant shall, at Tenant’s cost,obtain all necessary permits and approvals prior to commencing toinstall the signage (including without limitation those approvalsrequired from the Reston Town Center Design Review Board); (4) thesize, location, materials, color, style and manner of installationof such signage shall be subject to Landlord’s prior writtenapproval, which approval may be granted or withheld in Landlord'ssole and absolute discretion; and (5) at the end of the Lease Term(or at any earlier time that Tenant no longer has a right to suchsign), Tenant shall, at Tenant’s sole cost, remove such signand repair any damage to the Building caused by said removal to thecondition that existed prior to the installation of suchsign.  If Tenant’s Rooftop Signage uses all of theavailable Rooftop Signage allocable to the Building, then Landlordshall not seek to obtain additional Rooftop Signage rights from theapplicable authority for another tenant, however, the foregoingshall not prohibit Landlord from obtaining additional rights forground floor retail storefront signage.  The signage rightsset forth in this Section 10.1(b) shall be personal to TheTitan Corporation.  If an Event of Default has occurred forwhich Landlord has exercised its remedies under this Lease, thenTenant’s rights under this Section 10.1(b) shall nolonger apply.

### Landlord shall have the right to approve, in its reasonablediscretion, the weight and position of safes and other heavyequipment and fixtures, which, if considered necessary by theLandlord, shall be installed in such manner as Landlord’sstructural engineer reasonably directs in order to distribute theirweight adequately given the floor loading as set forth inSchedule I to Exhibit B; provided that thereasonable costs of any such structural engineer’s reviewwith respect thereto shall be borne by Tenant and payable asadditional rent hereunder, subject to the application of theImprovements Allowance if funds remain available.  Any and alldamage or injury to the Premises or the Building caused by movingthe property of Tenant into or out of the Premises, or due to thesame being in or upon the Premises, shall be repaired at the solecost of Tenant.  No furniture, equipment or other bulky matterof any description will be received into the Building or carried inthe elevators except as approved by Landlord, and all suchfurniture, equipment and other bulky matter shall be delivered onlythrough the designated delivery entrance of the Building and thedesignated freight elevator.  All moving of furniture,equipment and other materials shall be under the supervision ofLandlord, who shall not, however, be responsible for any damage toor charges for moving the same.  Tenant agrees to removepromptly from the sidewalks adjacent to the Building any ofTenant's furniture, equipment or other material there delivered ordeposited.

# TENANT' S EQUIPMENT

### The Building was designed and constructed to, and the Buildingshall, provide electrical capacity to the Premises in accordancewith Schedule I to Exhibit B.  Any electricallyoperated equipment or machinery to be installed in the Premises aspart of the initial Leasehold Work shall conform to therequirements of such Schedule I to Exhibit B, and, ifapproved by Landlord pursuant to Exhibit B, shall be deemedto comply with this Article XI, subject to Tenant’sobligation to pay for excess electricity consumption as provided inSection 4.8 hereof.  Thereafter, Tenant will not install oroperate in the Premises any electrically operated equipment ormachinery that operates on greater than 110/208 volt power orexceeds normal electrical usage without first obtaining the priorwritten consent of Landlord, which consent shall not be withheld,conditioned, or delayed provided (a) such excess capacity isavailable in the Building and (b) such equipment or machinerydoes not overload the affected circuitry.  Subject to the“most favored nation” status afforded Tenant pursuantto Section 4.8 hereof, Landlord may condition such consentupon the payment by Tenant of additional rent in compensation forthe excess consumption of electricity or other utilities and forthe cost of any separate metering or sub-metering of any suchequipment that is required and any additional wiring or apparatusthat may be occasioned by the operation of such equipment ormachinery.  Tenant shall not install any equipment of any typeor nature that will or may necessitate any changes, replacements oradditions to, or in the use of, the water system, heating system,plumbing system, air-conditioning system or electrical system ofthe Premises or the Building, without first obtaining the priorwritten consent of Landlord.  Business machines and mechanicalequipment belonging to Tenant which cause noise or vibration thatmay be transmitted to the structure of the Building or to any spacetherein to such a degree as to be reasonably objectionable toLandlord or to any tenant in the Building shall be installed andmaintained by Tenant, at Tenant's expense, on vibration eliminatorsor other devices sufficient to reduce such noise and vibration to alevel satisfactory to Landlord.  It is understood and agreedthat the "normal electrical usage" includes the use, for normalgeneral office purposes, of copying machines, personal or desktopcomputers, food preparation and storage equipment of the size andtype customarily used in office pantries/galleys and other standardoffice equipment, but excludes the use of any machine that useselectrical capacity in excess of that provided to the Premises asset forth in Schedule I to Exhibit B.

# INSPECTION BY LANDLORD

### Tenant will permit Landlord, its agents or representatives, toenter the Premises, without charge therefor to Landlord and withoutdiminution of the rent payable by Tenant, to examine, inspect andprotect the Premises and the Building, and to make such alterationsor repairs as in the sole judgment of Landlord may be deemednecessary at any time during the Lease Term, and, at any timeduring the last eighteen (18) months of the Lease Term, to exhibitthe same to prospective tenants.  In connection with any suchentry, Landlord shall endeavor (i) to minimize the disruption toTenant's use of the Premises (for example, for alterations andrepairs to be performed after Landlord has completed its initialbuild-out of all of the premises in the Building, Landlord shalluse reasonable efforts to perform any disruptive work afterbusiness hours), and (ii) to provide twenty-four (24) hours priornotice to Tenant (except in cases of emergency, which shall notinclude exhibiting the Premises to prospective tenants). Subject to the provisions of Section 13.4, Landlord, uponcompletion of any such alterations or repairs, shall substantiallyrestore the affected area and any improvements therein (excludingpersonal property) to their “as was” condition, subjectto reasonable wear and tear.  Tenant may elect to have itsdesignee accompany Landlord, its agents or representatives while inthe Premises; provided, however, that (a) except for “secureareas”, Tenant’s failure to make its designee availableat the time of Landlord’s entry shall not prevent Landlord,its agents or representatives from entering the Premises, and (b)in the event of an emergency (whether or not such emergencyinvolves any of Tenant’s “secure areas”),Landlord is not required to be accompanied by any suchdesignee.  Tenant shall have the right to designate all or anyportion of the Premises as “secure areas” to whichaccess shall be restricted (except in the event of anemergency).  If Landlord desires to enter into and upon any ofTenant’s “secure areas”, then Landlord shall sonotify Tenant and Tenant shall make access to such portions of thePremises available to Landlord within forty-eight (48) hoursthereafter unless Tenant agrees otherwise (except in the event ofan emergency, in which event Landlord shall have immediate accessto the applicable “secure areas”).  Except in theevent of an emergency, Landlord shall be accompanied by an employeeof Tenant in any “secure areas”, and Landlord shall notunreasonably interfere with Tenant’s use of the Premisesduring any such entry.

# INSURANCE

### Tenant shall not conduct or permit to be conducted anyactivity, or place any equipment in or about the Premises or theBuilding which will in any way increase the rate of fire insuranceor other insurance on the Building.  If any increase in therate of fire insurance or other insurance is stated by anyinsurance company or by the applicable Insurance Rating Bureau tobe due to any activity or equipment of Tenant in or about thePremises or the Building, such statement shall be presumptiveevidence that the increase in such rate is due to such activity orequipment and, as a result thereof, Tenant shall be liable for theamount of such increase.  Tenant shall reimburse Landlord forsuch amount upon written demand from Landlord and such sum shall beconsidered additional rent payable hereunder. 

### Throughout the term of the Lease, Landlord shall insure theBuilding against loss due to fire and other casualties included instandard extended coverage insurance policies in an amount equal toat least 90% of the replacement cost thereof, exclusive ofarchitectural and engineering fees, excavations, footings andfoundations.  Throughout the Lease Term, Landlord shallmaintain commercial general liability insurance covering the commonareas of the Building and the Complex (including without limitationcontractual liability coverage and broad form property damage) inamounts at least as high as the greater of (i) that required ofTenant in this Lease, and (ii) that required by Landlord’slender.  Such insurance shall also cover the Shell Items (asdefined on Schedule I to Exhibit B), but shall not cover (a)any amount to restore the Premises or (b) Tenant's furniture,fixtures, equipment or other personal property of Tenant on thePremises.  Such Landlord insurance shall comply with theprovisions of Sections 13.3(b)(1), (3), (4), and withrespect to the structural portions and common areas of theBuilding, Sections 13.3(b)(6) and (8).  Throughout theLease Term, Landlord shall also maintain worker’scompensation insurance with respect to any employees of Landlord asrequired by law, boiler insurance, and business interruption and/orrent loss insurance, each in amounts not less than that which iscustomarily maintained by owners of other first-class officebuildings in the Market Area.  In addition, during any periodsof construction, Landlord shall (or shall cause its contractor to)maintain builder’s risk insurance.  Provided The TitanCorporation is leasing and occupying at least 200,000 square feetof rentable area of the Building for its own account (includingspace occupied by Permitted Occupants and including the WilsonPremises), promptly following Tenant’s express writtenrequest therefor, Landlord shall name Tenant as an additionalinsured on Landlord’s commercial general liability insurancepolicy.

###         Throughout the LeaseTerm, Tenant shall obtain and maintain (1) commercial generalliability insurance (written on an occurrence basis) includingcontractual liability coverage insuring the obligations assumed byTenant under this Lease, premises and operations coverage, broadform property damage coverage and independent contractors coverage,and containing an endorsement for personal injury, (2) businessinterruption insurance, (3) all-risk property insurance, (4)comprehensive automobile liability insurance (covering automobilesowned by Tenant, if any), (5) worker's compensation insurance, and(6) employer's liability insurance.  Such commercial generalliability insurance shall be in minimum amounts typically carriedby prudent tenants engaged in similar operations, but in no eventshall be in an amount less than Two Million Dollars ($2,000,000)combined single limit per occurrence with a Four Million Dollar($4,000,000) annual aggregate.  Such business interruptioninsurance shall be in minimum amounts typically carried by prudenttenants engaged in similar operations, but in no event shall be inan amount less than the Base Rent and Additional Rent then ineffect during any Lease Year.  Such property insurance shallbe in an amount not less than that required to replace all of theoriginal tenant improvements installed in the Premises pursuant toExhibit B (except for the Shell Items provided by Landlord,to the extent the same were originally incorporated into thePremises), all Alterations and all other contents of the Premises(including, without limitation, Tenant's trade fixtures,decorations, furnishings, equipment and personal property). Such automobile liability insurance shall be in an amount not lessthan One Million Dollars ($1,000,000) for each accident.  Suchworker's compensation insurance shall carry minimum limits asdefined by the law of the jurisdiction in which the Building islocated (as the same may be amended from time to time).  Suchemployer's liability insurance shall be in an amount not less thanOne Million Dollars ($1,000,000) for each accident, One MillionDollars ($1,000,000) disease-policy limit, and One Million Dollars($1,000,000) disease-each employee.

#### All such insurance shall:  (1) be issued by a company thatis licensed to do business in the jurisdiction in which theBuilding is located, that has been approved in advance by Landlordand that has a rating equal to or exceeding A:IX from Best'sInsurance Guide; (2) with respect to insurance requiredpursuant to Sections 13.3(a)(1) and 13.3(a)(3), nameLandlord, the managing agent of the Building and the holder of anymortgage (as defined in Section 21.1) as additional insuredsand/or loss payees (as applicable); (3) contain an endorsement thatsuch policy shall remain in full force and effect notwithstandingthat the insured may have waived its right of action against anyparty prior to the occurrence of a loss; (4) provide that theinsurer thereunder waives all right of recovery by way ofsubrogation against Landlord, its partners, agents, employees,representatives and mortgage holders and all trustees andbeneficiaries with respect thereto, in connection with any loss ordamage covered by such policy; (5) be acceptable in form andcontent to Landlord; (6) be primary and noncontributory; (7)insurer shall endeavor to give Landlord thirty (30) days' priorwritten notice (by certified or registered mail, return receiptrequested) of any cancellation, failure to renew, reduction ofamount of insurance or change in coverage; and (8) contain acommercially reasonable deductible provision.  Landlordreserves the right from time to time to require Tenant to obtainhigher minimum amounts of insurance; provided such higher amountsdo not exceed the amounts then being required by landlords ofcomparable office buildings in the Market Area.  If Tenant isperforming the Leasehold Work (as defined in Exhibit B),Tenant shall deliver a certificate of all such insurance andreceipts evidencing payment therefor (and, upon request, copies ofall required insurance policies, including endorsements anddeclarations) to Landlord not less than thirty (30) days prior tothe commencement of the Leasehold Work and at least annuallythereafter.  If Landlord is performing the Leasehold Work,Tenant shall deliver a certificate of all such insurance andreceipts evidencing payment therefor (and, upon request, copies ofall required insurance policies, including endorsements anddeclarations) to Landlord not less than thirty (30) days prior tothe Lease Commencement Date (as estimated by Landlord) and at leastannually thereafter.

### Tenant hereby waives and releases Landlord and the holder ofany mortgage from any and all liabilities, claims and losses forwhich Landlord is or may be held liable to the extent Tenant eitheris required to maintain insurance pursuant to this ArticleXIII or receives insurance proceeds on account thereof. Landlord hereby waives and releases Tenant from any and allliabilities, claims and losses for which Tenant is or may be heldliable to the extent Landlord either is required to maintaininsurance pursuant to this Article XIII or receivesinsurance proceeds on account thereof.  Both parties shallsecure waiver of subrogation endorsements from their respectiveinsurance carriers as to the other party.

# SERVICES AND UTILITIES

### Landlord shall furnish to the Premises year-round ventilationand air conditioning and heat during normal hours of operation ofthe Building, as hereinafter provided, during the seasons when suchutilities are required.  The Base Building HVAC system wasdesigned to provide heating and cooling in accordance with thespecifications attached hereto as Exhibit G and Landlordshall use commercially reasonable efforts to operate the BaseBuilding HVAC system in accordance with such specifications. Landlord shall also provide reasonably adequate electricity as setforth in Schedule I to Exhibit B, hot and cold water,and exterior window-cleaning service as set forth in ExhibitF.  Landlord shall further provide char and janitorialservice (after 6:00 p.m.) on Monday through Friday only, excludinglegal holidays, in accordance with the specifications attachedhereto as Exhibit F.  Landlord will also provide a fireand life safety system as set forth in Schedule I toExhibit B and elevator service; provided, however, thatLandlord shall have the right to remove elevators from service asmay be required for moving freight, or for servicing or maintainingthe elevators or the Building.  Landlord or one of itsaffiliates shall manage the Building and the Land, and all servicesand utilities shall be provided, in accordance with standardscustomarily provided in first-class office buildings of comparablesize and age in the Market Area.  Landlord shall maintain anon-site (i.e., within the Complex) property managementoffice (including a property manager, assistant property manager,and a sufficient number of engineers to provide the servicesrequired pursuant to this Lease).  At least one elevator cabshall be available for use by Tenant at all times.  The normalhours of operation of the Building HVAC services will be 7:30 a.m.to 7:00 p.m. on Monday through Friday (except legal holidays) and8:00 a.m. to 2:00 p.m. on Saturday (except legal holidays). There will be no normal hours of operation of the Building HVACservices on Sundays or legal holidays, and Landlord shall not beobligated to maintain or operate the Building at such times unlessspecial arrangements are made by Tenant.  As of the date ofthis Lease, the legal holidays observed by Landlord are the dateson which the federal government observes New Year's Day, MartinLuther King Day, Washington's Birthday (President's Day), MemorialDay, Independence Day, Labor Day, Columbus Day, Veteran's Day,Thanksgiving Day and Christmas Day; provided, however, thatLandlord retains the right to increase or to decrease the legalholidays which it observes, provided such holidays are observed bythe federal government and by other comparable buildings in theMarket Area.  The services and utilities required to befurnished by Landlord, other than electricity and water, will beprovided only during the normal hours of operation of the Building,except as otherwise specified herein.  It is agreed that ifTenant requires air conditioning or heat beyond the normal hours ofoperation set forth herein, Landlord will furnish such airconditioning or heat, provided Tenant gives Landlord's agentsufficient advance notice of such requirement and Tenant agrees topay for the cost of such extra service in accordance withLandlord's then current schedule of costs and assessments for suchextra service (which schedule shall reflect Landlord's direct andindirect cost to provide the same, without additionalmarkup).  If such extra service is required on a business day,sufficient notice for purposes of the precedingsentence shall be deemed to include notice given no later than 3:00p.m. on the applicable business day, and if such extra service isrequired on weekends or holidays, then sufficient notice shall bedeemed to include notice given no later than 3:00 p.m. on thebusiness day immediately preceding the applicable Saturday, Sundayor holiday.  Landlord agrees to provide anaccess-control system in the Building comparable to systems infirst-class office buildings in the Market Area, which shall permitTenant to have access to the Premises on a 24-hour,seven-days-a-week basis (except in the event of emergency). Tenant shall be provided access to the Building’s loadingdocks and freight elevator in accordance with reasonable rules andprocedures established by Landlord.

### It is understood and agreed that Landlord shall not have anyliability to Tenant whatsoever as a result of Landlord's failure orinability to furnish any of the utilities or services required tobe furnished by Landlord hereunder, whether resulting frombreakdown, removal from service for maintenance or repairs,strikes, scarcity of labor or materials, acts of God, governmentalrequirements, or any other cause whatsoever.  Notwithstandingthe preceding sentence, Landlord shall not be relieved of itsobligations under Section 8.3.  It is further agreedthat any such failure or inability to furnish the utilities orservices required hereunder shall not be considered an eviction,actual or constructive, of the Tenant from the Premises, and shallnot entitle Tenant to terminate this Lease or to an abatement ofany rent payable hereunder, except as provided in Section14.4 below.

### Subject to applicable regulatory prohibitions, the Buildingshall contain a fitness facility (subject to reasonable rules andregulations applicable to all Building tenants) of approximatelyone thousand five hundred (1,500) square feet, or more.  Thefitness facility shall be available to Tenant's employees who workin the Building on a regular basis on a non-exclusive first-come,first-served basis.  The fitness facility shall be equippedwith contemporary exercise equipment, locker rooms, andshowers.  Such use shall be at no separate charge to Tenant orits employees during the Lease Term (as the same may be extended);provided, however, Landlord may charge reasonable fees for servicesor extra amenities that may be available including, but not limitedto, towel service, reserved lockers, and personal training. Landlord currently does not intend to provide any of the additionalservices specified in the preceding sentence.  Except asotherwise provided in Section 15.2, Landlord shall notbe liable to Tenant or any of its employees or others for injuriesreceived by such parties while using the fitness facility. Landlord may specifically condition the use of the fitness facilityby any person upon such person's execution of a written waiver andrelease holding Landlord harmless from any and all liability,damage, expense, cause of action, suit, claim, judgment and cost ofdefense arising from injury to such employee or guest occurring inthe fitness facility or resulting from the use thereof.

### Notwithstanding the provisions of Section 14.2 to thecontrary, if (i) the services described in Section 14.1 tobe provided by Landlord are interrupted for (x) a period of morethan five (5) consecutive business days as a result of Landlord's(or its agents', contractors’ or employees') negligence orwillful misconduct, or (y) a period of more than eight (8)consecutive business days (for any reason other than Tenant's (orits agents or employees) negligence or willful misconduct), (ii)[intentionally deleted], (iii) such interruption is not the resultof any negligence or willful misconduct of Tenant or its Invitees,and (iv) such interruption renders all or a substantial portion ofthe Premises untenantable by Tenant and the Premises or suchportion thereof are not used by Tenant, then, as Tenant's sole andexclusive remedy therefor, Tenant shall be entitled to a pro rataabatement of rent beginning on the sixth (6th)consecutive business day or the ninth (9th) consecutive businessday, respectively (or any such earlier date to the extent Landlordreceives rent loss insurance proceeds therefor), that the Premisesare unusable (and not used) and continuing until the Premises orsuch portion thereof are rendered tenantable.  The aforesaidcondition that the interruption not be the result of any negligenceor willful misconduct of Tenant shall be waived to the extentLandlord receives rent loss insurance proceeds covering the amountof the rent abatement.  Notwithstanding anything in this Leaseto the contrary, the five and eight-business day periods set forthin this Section 14.4 shall not be subject to furtherextension as would otherwise be permitted by Section25.18.

### The parties hereto agree to comply with all mandatory andvoluntary energy conservation controls and requirements applicableto office buildings that are imposed or instituted by the Federal,state or local governments, including without limitation, controlson the permitted range of temperature settings in office buildings,and requirements necessitating curtailment of the volume of energyconsumption or the hours of operation of the Building.  Anyterms or conditions of this Lease that conflict or interfere withcompliance with such controls or requirements shall be suspendedfor the duration of such controls or requirements.  It isfurther agreed that compliance with such controls or requirementsshall not be considered an eviction, actual or constructive, of theTenant from the Premises and shall not entitle Tenant to terminatethis Lease or to an abatement of any rent payable hereunder.

### Tenant shall reimburse Landlord for any excess water usage inthe Premises.  "**Excess water usage**" shall mean thematerial excess of Tenant's water usage during any billing periodfor water services over the estimated average water usage duringthe same period for all office tenants of the Building (excludingTenant), as reasonably computed by Landlord.  Water usage inany cafeteria serving the Premises shall be separately metered atTenant’s expense, and shall be paid for by Tenant in the samemanner and subject to similar terms and conditions as apply toseparately metered electricity pursuant to Section 4.8hereof.  Similarly, Tenant shall reimburse Landlord for anyexcess usage of supplemental condenser water, defined as usage inexcess of Tenant’s pro rata share thereof, based on thecapacity specified in Schedule I to Exhibit B hereof,which excess usage shall be paid for by Tenant in the same mannerand subject to similar terms and conditions as apply to excesswater usage and electricity usage pursuant to Section 4.8hereof.  Notwithstanding any of the foregoing to the contrary,no other tenant of the Building shall be permitted to utilizeexcess water or to exceed its pro rata share of the condenser watercapacity of the Building without submetering or checkmetering orotherwise paying for such excess usage, nor shall any other tenantotherwise be granted more favorable rights with respect to payingfor excess water usage, unless Tenant is afforded comparable suchrights.

### Subject to availability as reasonably determined by Landlord,and to such reasonable rules, regulations and conditions asLandlord may impose, Landlord shall permit Tenant to useTenant’s proportionate share of space in the Building risersand plenums for any cabling, conduits and wiring (collectively“**cabling**”) necessary in connection withTenant’s operations in the Premises.  AtLandlord’s option, upon written notice to Tenant, at theexpiration or sooner termination of this Lease, (a) such cablingshall be surrendered with the Premisesin itsthen “as is” condition, but lien-free, or (b)Tenant shall remove such cabling only from the Building conduitsand risers at its cost and expense and repair any damage to thePremises or the Building, or (c) Landlord may remove such cablingonly from the Building conduits and risers and repair any damage tothe Premises or the Building on Tenant’s behalf, and Tenantshall be responsible for the cost and expense therebyincurred.

# LIABILITY OF LANDLORD

### Subject to the last sentence of this Section 15.1,Landlord shall not be liable to Tenant, its employees, agents,business invitees, licensees, customers, clients, family members orguests for any damage, injury, loss, compensation or claim,including but not limited to claims for the interruption of or lossto Tenant's business, based on, arising out of or resulting fromany cause whatsoever, including but not limited to thefollowing:  repairs to any portion of the Premises or theBuilding; interruption in the use of the Premises; any accident ordamage resulting from the use or operation (by Landlord, Tenant orany other person or persons) of elevators, or of the heating,cooling, electrical or plumbing equipment or apparatus; thetermination of this Lease by reason of the destruction of thePremises or the Building; any fire, robbery, theft, mysteriousdisappearance or any other casualty; the actions of any othertenants of the Building or of any other person or persons; and anyleakage in any part or portion of the Premises or the Building, orfrom water, rain or snow that may leak into, or flow from, any partof the Premises or the Building, or from drains, pipes or plumbingfixtures in the Building.  Any goods, property or personaleffects stored or placed by Tenant or its employees in or about thePremises or the Building shall be at the sole risk of Tenant, andLandlord shall not in any manner be held responsibletherefor.  It is understood that the employees of Landlord areprohibited from receiving any packages or other articles deliveredto the Building for Tenant, and if any such employee receives anysuch package or articles, such employee shall be acting as theagent of Tenant for such purposes and not as the agent of Landlord.  Notwithstanding the foregoing provisions of this Section15.1 to the contrary but subject to the provisions ofSection 13.4, Landlord shall not be released from liabilityto Tenant for damage or injury caused by (i) the negligence orwillful misconduct of Landlord or Landlord’s employees,agents or contractors in connection with the routine maintenanceand operation of the Building, or (ii) the gross negligence ofLandlord or Landlord’s employees, agents or contractors inconnection with the provision of maintenance or services requestedby Tenant; provided, however, in no event shall Landlord have anyliability to Tenant for any claims based on the interruption of orloss to Tenant's business or for any indirect losses orconsequential damages whatsoever or for claims for which Tenant isinsured or required under this Lease to be insured.

###         Tenant hereby agreesto indemnify and hold Landlord harmless from and against all costs,damages, claims, liabilities and expenses (including reasonableattorneys' fees and any costs of litigation) suffered by or claimedagainst Landlord, directly or indirectly, based on, arising out ofor resulting from (i) Tenant's or its Invitees’ construction,installation or use of the Communications Equipment (as defined inSection 27.1), the conduits to connect the Premises to theCommunications Equipment and/or the Generator, except to the extentLandlord is liable therefor pursuant to the last sentence ofSection 15.1 above, (ii) any accident, injury or damagewhatsoever caused to any person, or to the property of any person,occurring in the Premises during the Lease Term, except to theextent Landlord is liable therefor pursuant to the last sentence ofSection 15.1 hereof, (iii) the negligence or willfulmisconduct of Tenant or its employees, contractors, agents,licensees, or invitees, (iv) solely in connection with the useor occupancy of the fitness facility, any willful misconduct ornegligent act or negligent omission to act by Tenant’sInvitees, (v) any breach or default by Tenant in the performance orobservance of its covenants or obligations under this Lease, (vi)the towing of any car or other vehicle as provided in Section24.3 hereof, or (vii) any cessation or shortages of electricalpower or any other systems failure arising from Tenant's use of theconduits to connect the Premises to the Communications Equipment;provided, however, that Tenant’s obligation to indemnifyLandlord pursuant to Section 15.2(a)(v) shall be applicableand enforceable only to the extent that Landlord has suffered anactual and demonstrable loss directly caused by the breach ordefault by Tenant in the performance or observance of its covenantsor obligations under this Lease; and provided, however, that in noevent shall Tenant have any liability to Landlord under thisSection 15.2(a) for any indirect losses or consequentialdamages whatsoever or for claims for which Landlord is insured orrequired under this Lease to be insured.  For purposes ofclause (iv) above, “Invitees” shall include only thosepersons whose entry into the fitness facility was authorized byTenant or its employees, agents or contractors.  Any suchperson shall be deemed to be authorized by Tenant if access to sucharea was gained via a card key or other access device that wasissued to (or used by) Tenant or its employees, agents orcontractors.

####       Landlord hereby agrees toindemnify and hold Tenant harmless from and against all costs,damages, claims, liabilities and expenses (including reasonableattorney's fees and costs of litigation) suffered by or claimedagainst Tenant, directly or indirectly, based on, arising out of orresulting from (i) any accident, injury or damage whatsoever causedto any person, or the property of any person, on or about thecommon or public areas of the Building within Landlord's exclusivecontrol during the Lease Term (Landlord and Tenant agreeing thatall of the common and public areas of the Building shall be deemedto be within Landlord’s exclusive control except if and tothe extent Landlord has granted another party a license for orexclusive right to use any portion of the common or public areas ofthe Building), (ii) Landlord's failure to comply with applicableLegal Requirements (including as required bySection 6.4) with which Landlord is required tocomply , or (iii) any breach or default by Landlord in theperformance or observance of its covenants or obligations underthis Lease; except that Landlord's obligation to indemnify Tenantpursuant to Sections 15.2(b)(ii) and (iii) above shall beapplicable and shall be enforceable only to the extent that Tenanthas suffered an actual and demonstrable loss directly caused by thebreach or default by Landlord in the performance or observance ofits covenants or obligations under this Lease; and provided,however, that in no event shall Landlord have any liability toTenant for claims based on the interruption of or loss to Tenant'sbusiness or for any indirect losses or consequential damageswhatsoever or for claims for which Tenant is insured or requiredunder this Lease to be insured.  Notwithstanding anything tothe contrary in this Section 15.2(b) or elsewhere in thisLease, this Section 15.2(b) shall not apply to the holder ofany mortgage or deed of trust secured by the Building if suchholder acts as landlord under this Lease or otherwise owns or holdstitle to the Building by foreclosure or deed-in-lieu offoreclosure.

### In the event that at any time Landlord shall sell or transfertitle to the Building, provided the purchaser or transferee assumesthe obligations of Landlord hereunder arising from and after thedate of the transfer, the Landlord named herein shall not be liableto Tenant for any obligations or liabilities based on or arisingout of events or conditions occurring on or after the date of suchsale or transfer.  Furthermore, Tenant agrees to attorn to anysuch purchaser or transferee upon all the terms and conditions ofthis Lease.

### In the event that at any time during the Lease Term Tenantshall have a claim against Landlord, Tenant shall not have theright to deduct the amount allegedly owed to Tenant from any rentor other sums payable to Landlord hereunder, it being understoodthat Tenant's sole remedy for recovering upon such claim shall beto institute an independent action against Landlord.

### Tenant agrees that in the event Tenant is awarded a moneyjudgment against Landlord, Tenant's sole recourse for satisfactionof such judgment shall be limited to execution against the estateand interest of Landlord in the Building, including rents,****and any undistributedinsurance proceeds that were not applied as required by this Lease,condemnation awards, and net proceeds resulting from a sale orrefinancing of the Building.  In no event shall any otherassets of Landlord, any partner of Landlord, the holder of anymortgage (or anyone claiming by through or under such holder) orany other person or entity be available to satisfy, or be subjectto, such judgment, nor shall any partner of Landlord or any suchother person or entity be held to have any personal liability forsatisfaction of any claims or judgments that Tenant may haveagainst Landlord or any partner of Landlord in such partner'scapacity as a partner of Landlord. 

# RULES AND REGULATIONS

### Tenant and its agents, employees, invitees, licensees,customers, clients, family members, guests and permitted subtenantsshall at all times abide by and observe the rules and regulationsattached hereto as Exhibit C.  In addition, Tenant andits agents, employees, invitees, licensees, customers, clients,family members, guests and permitted subtenants shall abide by andobserve all other reasonable rules or regulations that Landlord maypromulgate from time to time for the operation and maintenance ofthe Building, provided that notice thereof is given to Tenant andsuch rules and regulations are not inconsistent with the provisionsof this Lease.  Nothing contained in this Lease shall beconstrued as imposing upon Landlord any duty or obligation toenforce such rules and regulations, or the terms, conditions orcovenants contained in any other lease, as against any othertenant, and Landlord shall not be liable to Tenant for theviolation of such rules or regulations by any other tenant or itsemployees, agents, business invitees, licensees, customers,clients, family members or guests.  Landlord shall usereasonable efforts to enforce all such rules and regulations,including any exceptions thereto, uniformly and in a manner whichdoes not unreasonably discriminate against Tenant, or increaseTenant's monetary obligations under this Lease, although it isunderstood that Landlord may grant exceptions to such rules andregulations in circumstances in which it reasonably determines suchexceptions are warranted.  If there is any inconsistencybetween this Lease and the Rules and Regulations set forth inExhibit C, this Lease shall govern.

# DAMAGE OR DESTRUCTION

### If, during the Lease Term, the Premises or the Building aretotally or partially damaged or destroyed from any cause, therebyrendering the Premises totally or partially inaccessible orunusable, Landlord shall diligently (taking into account the timenecessary to effectuate a satisfactory settlement with anyinsurance company involved) restore and repair the Premises and theBuilding to substantially the same condition they were in prior tosuch damage; provided, however, if in the sole but not unreasonablejudgment of Landlord the repairs and restoration cannot becompleted within one hundred eighty (180) days after the occurrenceof such damage, including the time needed for removal of debris,preparation of plans and issuance of all required governmentalpermits, Landlord shall promptly notify Tenant of suchdetermination.  For a period of forty-five (45) days after thedate of Landlord’s notice, Landlord and Tenant shall eachhave the right to terminate this Lease by providing written noticeto the other.  If neither party elects to terminate this Leasewithin such forty-five (45) day period, Landlord shall proceed torepair and restore the Premises (including the means of accessthereto) and the Building.  Notwithstanding the foregoing,Tenant shall not have the right to terminate this Lease if thenegligence or willful misconduct of Tenant, or any of itsemployees, agents, licensees, subtenants, customers, clients,family members or guests, shall have caused the damage ordestruction.

### [Intentionally Deleted.]

### If this Lease is terminated pursuant to Section 17.1above, all rent payable hereunder shall be apportioned and paid tothe date of the occurrence of such damage, and Tenant shall have nofurther rights or remedies as against Landlord pursuant to thisLease, or otherwise.   If this Lease is not terminated asa result of such damage, and provided that such damage was notcaused by the negligence or willful misconduct of Tenant, or any ofits employees, agents, licensees, subtenants, invitees, customers,clients, family members or guests, then, until the repair andrestoration of the Premises is completed Tenant shall be requiredto pay annual base rent and additional rent only for that part ofthe Premises that Tenant has elevator access to and is able to usefor its business while repairs are being made, based on the ratiothat the amount of usable Rentable Area bears to the total RentableArea of the Premises.  If this Lease is not terminated as aresult of such damage, and such damage was caused by negligence orwillful misconduct of Tenant, or any of its employees, agents,licensees, subtenants, invitees, customers, clients, family membersor guests, then, until the repair and restoration of the Premisesis completed Tenant shall be required to pay annual base rent andadditional rent (a) for that part of the Premises that Tenant haselevator access to and is able to use for its business whilerepairs are being made (based on the ratio that the amount ofusable Rentable Area bears to the total Rentable Area of thePremises), and (b) except to the extent Landlord receives proceedsfrom any rent loss insurance in connection therewith, for that partof the Premises that Tenant is not able to use while repairs arebeing made (based on the ratio that the amount of such RentableArea bears to the total Rentable Area of the Premises). Landlord shall bear the costs and expenses of repairing andrestoring the Premises utilizing the proceeds of Landlord’sand Tenant’s insurance (covering damage to the Building andto the Premises, respectively), except that if such damage ordestruction was caused by the act or omission to act of Tenant, ofany of its employees, agents, licensees, subtenants, invitees,customers, clients, family members or guests, upon written demandfrom Landlord, Tenant shall pay to Landlord the amount by whichsuch costs and expenses exceed the insurance proceeds, if any,received by Landlord on account of such damage ordestruction.  Provided, however, that Landlord shall not beobligated to restore the Premises or the Building if (i) the destruction was not caused by an insurable event,or (ii) the estimated cost of such restoration, asdetermined by Landlord's architect, exceeds the amount of insuranceproceeds available to Landlord for such restoration(or which would have been available to Landlord hadLandlord maintained standard extended coverage insurancepolicies in an amount equal to 100% of the replacement cost of theBuilding), in which event, Landlord shall promptly notify Tenant ofsuch determination.

### If Landlord repairs and restores the Premises as provided inthis Article XVII, Landlord shall not be required to repairor restore any decorations, alterations or improvements to thePremises previously made by or at the expense of Tenant nor any ofthe trade fixtures, furnishings, equipment or personal propertybelonging to Tenant.  Tenant shall be required to repair andrestore at its sole expense all such trade fixtures, furnishings,equipment and personal property belonging to Tenant.  Forpurposes hereof, improvements made by Landlord utilizing theAllowance hereunder shall not be deemed to have been made at theexpense of Tenant.

### Notwithstanding anything to the contrary contained herein, if(a) the Building is damaged or destroyed from any cause to such anextent that the costs of repairing and restoring the Building wouldexceed fifty percent (50%) of the replacement value of theBuilding, (b) in the sole but not unreasonable judgment of Landlordthe repairs and restoration cannot be completed within one hundredeighty (180) days after the occurrence of such damage, and (c)Landlord terminates all other leases in the Building that Landlordhas the right to terminate, then, whether or not the Premises aredamaged or destroyed, Landlord shall have the right to terminatethis Lease by written notice to Tenant within forty-five (45) daysfollowing such event.  This right of termination shall be inaddition to any other right of termination provided in thisLease.

# CONDEMNATION

### If the whole or a substantial part (as hereinafter defined) ofthe Building or the Premises, or the use or occupancy of asubstantial part of the Premises, shall be taken or condemned byany governmental or quasi-governmental authority for any public orquasi-public use or purpose (including a sale thereof under threatof such a taking), then this Lease shall terminate on the datetitle thereto vests in such governmental or quasi-governmentalauthority, and all rent payable hereunder shall be apportioned asof such date.  If less than a substantial part of thePremises, or the use or occupancy thereof, is taken or condemned byany governmental or quasi-governmental authority for any public orquasi-public use or purpose (including a sale thereof under threatof such a taking), this Lease shall continue in full force andeffect, but the annual base rent and additional rent thereafterpayable hereunder shall be equitably adjusted (on the basis of theratio of the number of square feet of rentable area taken to thetotal rentable area of the Premises prior to such taking) as of thedate title vests in the governmental or quasi-governmentalauthority.  For purposes of this Section 18.1, asubstantial part of the Building or the Premises shall beconsidered to have been taken if more than one-third (1/3) of theBuilding or more than one-fourth (1/4) of the Premises is renderedunusable as a result of such taking.

### All awards, damages and other compensation paid by thecondemning authority on account of such taking or condemnation (orsale under threat of such taking) shall belong to Landlord, andTenant hereby assigns to Landlord all rights to such awards,damages and compensation.  Tenant agrees not to make any claimagainst the Landlord or the condemning authority for any portion ofsuch award or compensation attributable to damage to the Premises,the value of the unexpired term of this Lease, the loss of profitsor goodwill, leasehold improvements or severance damages. Nothing contained herein, however, shall prevent Tenant frompursuing a separate claim against the condemning authority for thevalue of furnishings, equipment and trade fixtures installed in thePremises at Tenant's expense and for relocation expenses, providedthat such claim does not in any way diminish the award orcompensation payable to or recoverable by Landlord in connectionwith such taking or condemnation.

# DEFAULT BY TENANT

### In addition to those events or occurrences described in thisLease as Events of Default, the occurrence of any of the followingshall constitute an “**Event of Default**” by Tenantunder the Lease:

####       If Tenant shall fail to pay anyinstallment of annual base rent or additional rent or any othersums required by this Lease when due and such failure shall remainuncured for a period of five (5) business days after Landlordnotifies Tenant in writing of such failure; provided, however, thatLandlord shall not be required to give Tenant more than two (2)such written notices in any twelve (12) month period (i.e., uponthe third failure to pay when due in any 12-month period, an Eventof Default shall occur on the date due and unpaid).

####       If Tenant shall violate or failto perform any other term, condition, covenant or agreement to beperformed or observed by Tenant under this Lease and such violationor failure shall continue uncured for a period of thirty (30) daysafter Landlord notifies Tenant, in writing, of such violation orfailure.  If such violation or failure is not capable of beingcured within such thirty (30) day period, Tenant shall have suchadditional time, up to a maximum of ninety (90) days, to cure thesame provided Tenant commences curative action within such thirty(30) day period and proceeds diligently and in good faiththereafter to cure such violation or failure until completion.

####       If there shall be a monetary ormaterial non-monetary Event of Default under the Wilson Sublease asdefined in the Wilson Sublease or a default beyond any applicablenotice and cure period under the Wilson Consent.

####       If an Event of Bankruptcy, asdefined in Section 20.1 of this Lease, shall occur.

### If there shall be an Event of Default (even if prior to theTenant Occupancy Date), then the provisions of this Section shallapply.  Landlord shall have the right, at its sole option, toterminate this Lease.  In addition, with or withoutterminating this Lease, Landlord may reenter, terminate Tenant'sright of possession and take possession of the Premises.  Theprovisions of this Article shall operate as a notice to quit, andTenant hereby waives any other notice to quit or notice ofLandlord's intention to reenter the Premises or terminate thisLease.  Landlord may proceed to recover possession of thePremises under applicable Laws.  If Landlord elects toterminate this Lease and/or elects to terminate Tenant's right ofpossession, everything contained in this Lease on the part ofLandlord to be done and performed shall cease without prejudice,however, to Tenant's liability for all base rent, additional rentand other sums specified herein.    Landlord mayrelet the Premises or any part thereof, alone or together withother premises, for such term(s) (which may extend beyond the dateon which the Lease Term would have expired but for Tenant'sdefault) and on such terms and conditions (which may include anyconcessions or allowances granted by Landlord) as Landlord, in itssole and absolute discretion, may determine, but Landlord shall notbe liable for, nor shall Tenant's obligations hereunder bediminished by reason of, any failure by Landlord to relet all orany portion of the Premises or to collect any rent due upon suchreletting.  If there has occurred an Event of Default underthis Lease, and Landlord has either terminated this Lease orTenant’s right of possession hereunder, and Tenant hasvacated the Premises, then Landlord shall thereafter use reasonableefforts to remarket the Premises and consummate market leasingtransactions.  Whether or not this Lease and/or Tenant's rightof possession is terminated or any suit is instituted, Tenant shallbe liable for any base rent, additional rent, damages or other sumwhich may be due or sustained prior to such Event of Default, andfor all third-party costs, fees and expenses (including, but notlimited to, reasonable attorneys' fees and costs, reasonablebrokerage fees, expenses incurred in enforcing any of Tenant'sobligations under the Lease or in placing the Premises infirst-class rentable condition, advertising expenses, and anymarket concessions or allowances granted by Landlord) incurred byLandlord in pursuit of its remedies hereunder and/or in recoveringpossession of the Premises and renting the Premises to others fromtime to time plus other damages suffered or incurred by Landlord onaccount of such Event of Default (including, but not limited tolate fees or other charges to the extent attributable to such Eventof Default that are incurred by Landlord under any mortgage). Tenant also shall be liable for additional damages which atLandlord's election shall be either one or a combination of thefollowing:  (a) an amount equal to the Base Rent andadditional rent due or which would have become due from the date ofsuch Event of Default through the remainder of the Lease Term, lessthe amount of rental, if any, which Landlord receives during suchperiod from others to whom the Premises may be rented (other thanany additional rent received by Landlord as a result of any failureof such other person to perform any of its obligations toLandlord), which amount shall be computed and payable in monthlyinstallments, in advance, on the first day of each calendar monthfollowing such Event of Default and continuing until the date onwhich the Lease Term would have expired but for such Event ofDefault, it being understood that separate suits may be broughtfrom time to time to collect any such damages for any month(s) (andany such separate suit shall not in any manner prejudice the rightof Landlord to collect any damages for any subsequent month(s)), orLandlord may defer initiating any such suit until after theexpiration of the Lease Term (in which event such deferral shallnot be construed as a waiver of Landlord's rights as set forthherein and Landlord's cause of action shall be deemed not to haveaccrued until the expiration of the Lease Term), and it beingfurther understood that if Landlord elects to bring suits from timeto time prior to reletting the Premises, Landlord shall be entitledto its full damages through the date of the award of damageswithout regard to any Base Rent, additional rent or other sums thatare or may be projected to be received by Landlord upon relettingof the Premises; or (b) an amount equal to the sum of (i) all baserent, additional rent and other sums due or which would be due andpayable under this Lease as of the date of such Event of Defaultthrough the end of the scheduled Lease Term, plus (ii) all expensesof reletting (including reasonable broker and reasonable attorneys'fees), minus (iii) any base rent, additional rent and other sumswhich would be received by Landlord upon reletting of the Premisesthrough the expiration of the scheduled Lease Term, with allowancefor reasonably projected vacancy periods.  Such amount shallbe discounted using a discount factor equal to two andthree-fourths (2.75) percentage points above the yield of theTreasury Note or Bill, as appropriate, having a maturity periodapproximately commensurate to the remainder of the Term, and suchresulting amount shall be payable to Landlord in a lump sum ondemand, it being understood that upon payment of such finaldamages, Tenant shall be released from further liability under thisLease with respect to the period after the date of such payment,and that Landlord may bring suit to collect any such damages at anytime after an Event of Default shall have occurred (but subject tothe effect of the applicable statute of limitations).  In theevent Landlord relets the Premises together with other premises orfor a term extending beyond the scheduled expiration of the LeaseTerm, it is understood that Tenant will not be entitled to applyany base rent, additional rent or other sums generated or projectedto be generated by either such other premises or in the periodextending beyond the scheduled expiration of the Lease Term(collectively, the "**Extra Rent**") against Landlord's damages;provided that, the term “**Extra Rent**” shallexclude any rent which would have been properly allocable to thePremises during the period prior to the expiration of the LeaseTerm but for the “backloading” of rent or otherrestructuring of the timing or allocation of rental payments onnon-market terms.  Similarly in proving the amount that wouldbe received by Landlord upon a reletting of the Premises as setforth in clause (iii) above, Tenant shall not take into account theExtra Rent.  The provisions contained in this Section shall bein addition to, and shall not prevent the enforcement of, any claimLandlord may have against Tenant for anticipatory breach of thisLease.  Nothing herein shall be construed to affect orprejudice Landlord's right to prove, and claim in full, unpaid rentaccrued prior to termination of this Lease.  If Landlord isentitled, or Tenant is required, pursuant to any provision hereofto take any action upon the termination of the Lease Term, thenLandlord shall be entitled, and Tenant shall be required, to takesuch action also upon the termination of Tenant's right ofpossession.

###         Tenant herebyexpressly waives, for itself and all persons claiming by, throughor under it, any right of redemption, reentry or restoration of theoperation of this Lease under any present or future Law, includingwithout limitation any such right which Tenant would otherwise havein case Tenant shall be dispossessed for any cause, or in caseLandlord shall obtain possession of the Premises as hereinprovided.

####       All rights and remedies ofLandlord set forth herein are in addition to all other rights andremedies available to Landlord hereunder or at law or in equity(except that no other rights of acceleration or damage computationwith respect to the types of acceleration damages described inSection 19.2 shall be available).  All rights andremedies available to Landlord hereunder or at law or in equity areexpressly declared to be cumulative (except that no other rights ofacceleration or damage computation with respect to the types ofacceleration damages described in Section 19.2 shall beavailable).  The exercise by Landlord of any such right orremedy shall not prevent the concurrent or subsequent exercise ofany other right or remedy.   No delay in the enforcement orexercise of any such right or remedy shall constitute a waiver ofany default by Tenant hereunder or of any of Landlord's rights orremedies in connection therewith.  Landlord shall not bedeemed to have waived any default by Tenant hereunder unless suchwaiver is set forth in a written instrument signed byLandlord.  If Landlord waives in writing any default byTenant, such waiver shall not be construed as a waiver of anycovenant, condition or agreement set forth in this Lease except asto the specific circumstances described in such writtenwaiver.

####       Except as otherwise set forth inthis Lease, (i) all rights and remedies of Tenant set forth hereinare in addition to all other rights and remedies available toTenant at law or in equity; (ii) all rights and remedies availableto Tenant hereunder or at law or in equity are expressly declaredto be cumulative; (iii) the exercise by Tenant of any suchright or remedy shall not prevent the concurrent or subsequentexercise of any other right or remedy; and (iv) no delay in theenforcement or exercise of any such right or remedy shallconstitute a waiver of any default by Landlord hereunder or of anyof Tenant’s rights or remedies in connection therewith. Tenant shall not be deemed to have waived any default by Landlordhereunder unless such waiver is set forth in a written instrumentsigned by Tenant.  If Tenant waives in writing any default byLandlord, such waiver shall not be construed as a waiver of anycovenant, condition or agreement set forth in this Lease except asto the specific circumstances described in such written waiver

### If Landlord or Tenant shall institute proceedings against theother and a compromise or settlement thereof shall be made, thesame shall not constitute a waiver of default or of any othercovenant, condition or agreement set forth herein, nor of any ofthe rights under this Lease of the party instituting suchproceedings .  Neither the payment by Tenant of a lesseramount than the installments of annual base rent, additional rentor of any sums due hereunder nor any endorsement or statement on acheck or letter accompanying a check for payment of rent or othersums payable hereunder shall be deemed an accord and satisfaction,and Landlord may accept such check or payment without prejudice toLandlord's right to recover the balance of such rent or other sumsor to pursue any other remedy available to Landlord.  Nore-entry by Landlord, and no acceptance by Landlord of keys fromTenant, shall be considered an acceptance of a surrender of thisLease.

### If Tenant defaults in the making of any payment or in the doingof any act herein required to be made or done by Tenant, thenLandlord may, but shall not be required to, make such payment or dosuch act upon five (5) days’ prior written notice to Tenant,except in an emergency, in which event no prior notice shall berequired.  If Landlord elects to make such payment or do suchact, all costs and expenses incurred by Landlord, plus interestthereon at the rate per annum (the “**DefaultRate**”) which is two percent (2%) higher than the publiclyannounced "prime rate" then being charged by Riggs Bank N.A., fromthe date paid by Landlord to the date of payment thereof by Tenant,shall be immediately paid by Tenant to Landlord; provided, however,that nothing contained herein shall be construed as permittingLandlord to charge or receive interest in excess of the maximumlegal rate then allowed by law.  The taking of such action byLandlord shall not be considered as a cure of such default byTenant or prevent Landlord from pursuing any remedy it is otherwiseentitled to in connection with such default.

### If Tenant fails to make any payment of base rent or ofadditional rent on or before the date such payment is due andpayable, then Tenant shall pay to Landlord a late charge of threeand one-quarter percent (3.25%) of the amount of such payment;provided, however, that Landlord shall waive such late fee thefirst (1st) time in each calendar year that Tenant failsto make a payment when due, provided that such payment is madebefore the expiration of the notice and cure period set forth inSection 19.1(a).  In addition, such payment shall bearinterest at the rate per annum which is two percent (2%) higherthan the publicly announced "prime rate" then being charged byRiggs Bank N.A., from the sixth (6th) day following thedate such payment became due to the date of payment thereof byTenant; provided, however, that nothing contained herein shall beconstrued as permitting Landlord to charge or receive interest inexcess of the maximum legal rate then allowed by law.  Suchlate charge and interest shall constitute additional rent due andpayable hereunder with the next installment of annual base rent duehereunder.

# BANKRUPTCY

### The following shall be Events of Bankruptcy under thisLease:

####       Tenant's becoming insolvent, asthat term is defined in Title 11 of the United States Code (the"**Bankruptcy Code**") or under the insolvency laws of anystate, district, commonwealth or territory of the United States(the "**Insolvency Laws**");

####       The appointment of a receiver orcustodian for all or substantially all of Tenant property orassets, or the institution of a foreclosure action upon any ofTenant's real or personal property;

####       The filing by Tenant of avoluntary petition under the provisions of the Bankruptcy Code orInsolvency Laws;

####       The filing of an involuntarypetition against Tenant as the subject debtor under the BankruptcyCode or Insolvency Laws, which either (i) is not dismissed withinsixty (60) days of filing, or (ii) results in the issuance of anorder for relief against the debtor; or

####       Tenant's making or consenting toan assignment for the benefit of creditors or a common lawcomposition of creditors.

###         Upon occurrence ofan Event of Bankruptcy, Landlord shall have all rights and remediesavailable to Landlord pursuant to Article XIX, provided thatwhile a case in which Tenant is the subject debtor under theBankruptcy Code is pending and only for so long as Tenant or itsTrustee in Bankruptcy (hereinafter referred to as "**Trustee**")is in compliance with the provisions of Section 20.2(b), (c) and(d) below, Landlord shall not exercise its rights and remediespursuant to Article XIX.

####       In the event Tenant becomes thesubject debtor in a case pending under the Bankruptcy Code,Landlord's right to terminate this Lease pursuant to Section20.2(a) shall be subject to the rights of Trustee to assume orassign this Lease.  Trustee shall not have the right to assumeor assign this Lease unless Trustee promptly (i) cures all defaultsunder this Lease, (ii) compensates Landlord for monetarydamages incurred as a result of such defaults and(iii) provides adequate assurance of future performance on thepart of Tenant as debtor in possession or on the part of theassignee tenant.

####       Landlord and Tenant hereby agreein advance that adequate assurance of future performance, as usedin Section 20.2(b) above, shall mean that all of thefollowing minimum criteria must be met:  (i) Tenant must paythe cost of all Tenant requested services provided by Landlord,whether directly or through agents or contractors (i.e.,services not provided by Landlord without a special request andadditional charge therefor), in advance of the performance orprovision of such services (the foregoing being in addition tocontinuing to pay Tenant’s pro rata share of OperatingExpenses in accordance with Article IV hereof); (ii) Trusteemust agree that Tenant's business shall be conducted in afirst-class manner, and that no liquidating sales, auctions, orother non-first-class business operation shall be conducted on thePremises; (iii) Trustee must agree that the use of the Premises asstated in this Lease will remain unchanged and that no prohibiteduse shall be permitted; (iv) Trustee must agree that the assumptionor assignment of this Lease will not violate or affect the rightsof other tenants in the Building; (v) Trustee must pay to Landlordat the time the next monthly installment of annual base rent is dueunder this Lease, in addition to such installment of annual baserent, an amount equal to the greater of (A) the amount of thesecurity deposit held by Landlord immediately prior to the Event ofBankruptcy, and (B) the monthly installments of annual base rentand additional rent due under this Lease for the next four (4)months under this Lease, subject to crediting and applying againstthe payment due pursuant to this clause (v) any security depositthen held pursuant hereto, said amount to be held by Landlord inescrow, without interest, until either Trustee or Tenant defaultsin its payment of rent or other obligations under this Lease(whereupon Landlord shall have the right to draw on such escrowedfunds) or until the expiration of this Lease (whereupon the fundsshall be returned to Trustee or Tenant); and (vi) Tenant or Trusteemust agree to pay to Landlord at any time Landlord is authorized toand does draw on the escrow account the amount necessary to restoresuch escrow account to the original level required by Section20.2(c)(v).

####       In the event Tenant is unable to(i) cure its defaults, (ii) pay the rent due under this Lease andall other payments required of Tenant under this Lease on time (orwithin five (5) days of the due date) or (iii) meet the criteriaand obligations imposed by Section 20.2(c) above, Tenant agrees inadvance that (A) it has not met its burden to providereasonable assurance of prompt cure and adequate assurance offuture performance,  (B) it has therefore failed to meetthe minimum requirement for assuming this Lease, and (C) thisLease may be terminated by Landlord in accordance withSection 20.2(a) above.

# SUBORDINATION

### Subject to Tenant’s receipt of an SNDA in accordance withSection 21.3(d) below, this Lease shall be subject andsubordinate to the lien of (i) any first mortgage that hereaftermay encumber the Building, and (ii) any second or junior mortgagesthat may hereafter encumber the Building, provided the holder ofthe first mortgage consents to such subordination.  As usedherein, the term "**mortgage**" shall include both constructionand permanent financing and shall include deeds of trust andsimilar security instruments.  At any time after the executionof this Lease, the holder of any mortgage to which this Lease issubordinate shall have the right to declare this Lease to besuperior to the lien of such mortgage, and Tenant agrees to executeall documents reasonably required by such holder in confirmationthereof.

### Subject to Section 21.3(d), in confirmation of theforegoing subordination, Tenant shall, within fifteen (15) businessdays after Landlord's request, execute any requisite or appropriatecertificate or other document.  If Tenant fails to execute anddeliver any such certificate or document within such fifteen (15)business day period, Tenant hereby constitutes and appointsLandlord as Tenant's attorney-in-fact to execute any suchcertificate or other document for or on behalf of Tenant. Tenant agrees that in the event any proceedings are brought for theforeclosure of any mortgage encumbering the Building, Tenant shallattorn to the purchaser at such foreclosure sale, if requested todo so by such purchaser and provided that suchpurchaser or holder assumes the obligations of Landlord under thisLease arising from and after the date of such transfer.Tenant shall recognize such purchaser as the landlord under thisLease, and Tenant waives the provisions of any statute or rule oflaw, now or hereafter in effect, which may give or purport to giveTenant any right to terminate or otherwise adversely affect thisLease and the obligations of Tenant hereunder in the event any suchforeclosure proceeding is prosecuted or completed.  Subject tothe provisions of Section 21.3(c) and (d), Tenant agreesthat upon such attornment, such purchaser shall not (i) be bound byany payment of annual base rent or additional rent for more thanone (1) month in advance, except prepayments in the nature ofsecurity for the performance by Tenant of its obligations underthis Lease, but only to the extent such prepayments have beendelivered to such purchaser, (ii) be bound by any amendment of thisLease made without the consent of any lender of which Tenant hasnotice providing construction or permanent financing for theBuilding, (iii) be liable for damages for any act or omission ofany prior landlord, except for acts or omissions of a continuingnature, as to which such purchaser shall be liable only for damagesfirst arising after attornment; provided that such purchaser shallnot be liable for any Landlord obligations to fund allowances orany damages for failure to do the same, whether such obligationsfirst arise before or after attornment; (iv) be subject to anyoffsets or defenses which Tenant might have against any priorlandlord; provided, however, that after succeeding to Landlord'sinterest under this Lease, such purchaser shall perform inaccordance with the terms of this Lease and shall be liable for allobligations of Landlord arising or continuing unfulfilled after thedate such purchaser acquires title to the Building provided suchliability shall be limited and shall exclude certain landlordobligations, as provided in clause (iii) above; and (v) beobligated under any provision of this Lease setting forth terms ofindemnification by Landlord of Tenant (but the limitation in thisclause (v) shall apply only to the mortgagee or its affiliate, notto any unaffiliated, third-party purchaser at foreclosure). Upon request by such purchaser, Tenant shall execute and deliver aninstrument or instruments confirming its attornment, subject toSection 21.3(d).

###         After receivingnotice from any person, firm or other entity that it holds amortgage, deed of trust or ground lease on the Building, or theland on which the Building is situated, no notice from Tenant toLandlord alleging any default by Landlord shall be effective unlessand until a copy of the same is given to such holder, trustee orground lessor; provided, however, that Tenant shall have beenfurnished with the name and address of such holder, trustee orground lessor.  The curing within the timeframes allottedunder Section 21.3(b) below of any of Landlord's defaults by suchholder, trustee or ground lessor shall be treated as performance byLandlord.

####       In addition to the time affordedthe Landlord for the curing of any default, any such holder,trustee, or ground lessor shall have (i) at least an additionalthirty (30) days to cure the default if it is non-monetary and anadditional fifteen (15) days if it is a monetary default, (ii) ifsuch non-monetary default cannot reasonably be cured within suchthirty (30) day period, but curative action is commenced duringsuch thirty (30)-day period and diligently pursued to completion,such additional time as may be necessary given the nature andextent of the default (not to exceed an additional one hundredeighty (180) days), and (iii) if the default cannot reasonably becured without such holder having obtained possession of the Landand Building, then the periods set forth in clauses (i) and (ii)shall be in addition to such time as may be necessary in order toforeclose the mortgage or deed of trust and obtain possession ofthe Land and Building.

####       In the event that any lenderproviding construction or permanent financing or any refinancingfor the Building requires, as a condition of such financing, thatministerial or immaterial modifications to this Lease be obtained,and provided that such modifications (i) are reasonable, (ii) donot adversely affect Tenant's rights, benefits or use of thePremises as herein permitted, (iii) do not increase the rentand other sums to be paid by Tenant hereunder, and (iv) do notdiminish any of Tenant's other rights under this Lease or increaseTenant's other obligations or liabilities under this Lease,Landlord may submit to Tenant a written amendment to this Leaseincorporating such required changes, and Tenant hereby covenantsand agrees to execute, acknowledge and deliver such amendment toLandlord within fifteen (15) days of Tenant's receipt thereof.

####       Landlord shall obtain from theholder of any mortgage or deed of trust previously or hereafterplaced on the Building a non-disturbance agreement (an“**SNDA**”) on such holder’s standard form (oron any other form or with such changes to such holder’s formas may be acceptable to Tenant and such holder) in favor of Tenantto the end and intent that as long as Tenant is not in defaulthereunder beyond any applicable notice and cure period, the termsand conditions of this Lease shall continue in full force andeffect and Tenant’s possession, use and occupancy of thePremises shall not be disturbed during the term of this Lease bythe holder of such mortgage or deed of trust or by any purchaserupon foreclosure of such mortgage or deed of trust.  Tosatisfy the requirements of this Section 21.3(d), the finalform of any such SNDA must be a market SNDA, taking into accountthe square footage, tenant, and other terms of this Lease.

# HOLDING OVER

### In the event that Tenant shall not immediately surrender thePremises or any portion thereof on the date of the expiration orearlier termination of the Lease Term with respect to the Premisesor any portion thereof, Tenant shall become a tenant by the monthat a base rent and additional rent equal to one hundred fiftypercent (150%) of the amount of the annual base rent and alladditional rent in effect during the last month of the LeaseTerm.  Said monthly tenancy shall commence on the first dayfollowing the expiration of the Lease term.  As a monthlytenant, Tenant shall be subject to all the terms, conditions,covenants and agreements of this Lease.  Tenant shall give toLandlord at least thirty (30) days' written notice of any intentionto quit the Premises.  Tenant shall be entitled to thirty (30)days' written notice to quit the Premises, which notice shall notbe given until the expiration of the Lease Term, unless Tenant isin default hereunder, in which event Tenant shall not be entitledto any notice to quit, the usual thirty (30) days' notice to quitbeing hereby expressly waived.  Notwithstanding the foregoingprovisions of this Section 22.1, in the event that Tenantshall hold over after the expiration of the Lease Term, and ifLandlord shall desire to regain possession of the Premises promptlyat the expiration of the Lease Term, then at any time prior toLandlord's acceptance of rent from Tenant as a monthly tenanthereunder, Landlord, at its option may forthwith take possession ofthe Premises by any legal process in force in the Commonwealth ofVirginia.

### If Tenant has not exercised its right to add the WilsonPremises to the Premises pursuant to Section 1.1(d) of thisLease and Tenant fails to surrender the Wilson Premises as requiredby the Wilson Sublease, then if Wilson has not elected to renew theterm of the Wilson Lease, Landlord and Tenant agree that (i) Wilsonshall not be obligated for any holdover rent as set forth inSection 22.1 of the Wilson Lease, and (ii) Landlord shallhave all of its rights and remedies under Section 22.1 ofthis Lease with respect to the holdover of the Wilson Premises asif Tenant were in a holdover status under this Lease; provided,however, such holding over in the Wilson Premises shall not bedeemed to be an Event of Default under this Lease.

# COVENANTS OF LANDLORD

### Landlord covenants that it has the right to make this Lease forthe term aforesaid, and that if Tenant shall pay all rent when dueand punctually perform all the covenants, terms, conditions andagreements of this Lease to be performed by Tenant, Tenant shall,during the term hereby created, freely, peaceably and quietlyoccupy and enjoy the full possession of the Premises withoutmolestation or hindrance by Landlord or any party claiming throughor under Landlord, subject to the provisions of Section 23.2hereof.  Tenant acknowledges and agrees that its leaseholdestate in and to the Premises vests on the date this Lease isexecuted, notwithstanding that the term of this Lease will notcommence until a future date.

### Landlord hereby reserves to itself and its successors andassigns the following rights (all of which are hereby consented toby Tenant):  (i) to change the arrangement or location ofentrances, passageways, doors, doorways, corridors, elevators,stairs, toilets, or other public parts of the Building, providedsuch changes to not materially and adversely interfere withTenant’s use, access, enjoyment or occupancy of the Premises,and provided further that the name of the Building shall be andremain “Two Freedom Square”; (ii) to erect, use andmaintain pipes and conduits in and through the Premises (but notexposed, except where there is an open ceiling design);  (iii)to grant to anyone the exclusive right to conduct any particularlawful business or undertaking in the Building subject toTenant’s rights under this Lease; and (iv) to grant anyonethe exclusive right from time to time on a temporary basis to useany portion of the common public areas of the Building (providedsame does not materially, adversely affect Tenant's use of oraccess to the Premises). Landlord shall use commercially reasonableefforts to minimize any interference to the operation ofTenant’s business in the Premises as a result of the exerciseof such rights; provided that Landlord shall not be required toincur any additional, unusual risk, cost, or expense in connectiontherewith.  Provided Landlord acts prudently and complies withthe immediately preceding sentence, Landlord may exercise any orall of the foregoing rights without being deemed to be guilty of aneviction, actual or constructive, or a disturbance or interruptionof the business of Tenant or of Tenant's use or occupancy of thePremises. 

# PARKING

### During the Lease Term, upon the request of Tenant, Landlordagrees to make available to Tenant and its employees and toTenant's permitted subtenants monthly parking permits in an amountequal to three and one-half (3.5) monthly parking permits for eachone thousand (1,000) square feet of rentable area from time to timecontained in all above-grade portions of the Premises for theparking of standard-sized passenger automobiles in the surface lotsto the south and southwest immediately across Market Street fromthe Building, the Building parking deck, and/or parking on Block18, as determined by Landlord (collectively, the "**garage**")on a non-exclusive, unassigned, first-come, first-servedbasis.  There shall be no additional charge to Tenant thereforduring the Lease Term, as the same may be extended. Notwithstanding anything herein to the contrary, Tenant also shallhave the right to acquire additional parking permits, as available,for which excess spaces, if any, Landlord may charge Tenant atLandlord's then current rate, as such rate may be amended from timeto time, and Landlord reserves the right to charge a fee forvisitor parking at any time provided it does so on anondiscriminatory basis.  Notwithstanding the foregoing, ifLandlord institutes a monthly parking permit system, then Landlorddoes not guarantee the availability of any such additional monthlyparking permits to Tenant following the first (1st) one hundredtwenty (120) days after Landlord institutes any such system if andto the extent that Tenant does not secure such monthly parkingpermits available to it during such one hundred twenty (120) dayperiod and thereafter continuously maintain suchpermits. 

### It is understood and agreed that the garage will be operated ona self-parking basis and that no specific parking spaces will beallocated for use by Tenant.  Landlord reserves the right toinstitute a valet parking system or other parking controls, rulesor regulations, at any time and in its sole, but reasonable,discretion.  Each user of the garage will have the right topark in any available parking space in accordance with regulationsof uniform applicability promulgated by Landlord or the garageoperator.  Notwithstanding anything herein to the contrary,Landlord hereby reserves the right from time to time to designateany portion of the garage to be used exclusively by visitors andretail patrons to the Building or other tenants.

### Tenant agrees that it and its employees shall observereasonable safety precautions in the use of the garage and shall atall times abide by all rules and regulations promulgated byLandlord or the garage operator governing its use.  Landlordreserves the right to require that an identification or parkingsticker shall be displayed at all times in all cars parked in thegarage.  If such a parking sticker requirement shall beinstituted, any car not displaying such a sticker may be towed awayat the car owner's expense.  In addition, Landlord's andTenant's use of the garage shall be subject to all applicable lawsand regulations.

### The garage will remain open on Monday through Friday (excludinglegal holidays) during the normal hours of operation of theBuilding on such days.  Landlord reserves the right to closethe garage during periods of unusually inclement weather.  Atall times when the garage is closed, monthly permit holders shallbe afforded access to the garage by means of a magnetic card orother procedure provided by Landlord or the garageoperator. 

### It is understood and agreed that the Landlord does not assumeany responsibility for, and shall not be held liable for, anydamage or loss to any automobiles parked in the garage or to anypersonal property located therein, or for any injury sustained byany person in or about the garage.  Notwithstanding theforegoing provisions of this Section 24.5 to the contrary,Landlord shall not be released from liability to Tenant for damageor injury caused by the negligence or willful misconduct ofLandlord or its employees; provided, however, in no event shallLandlord have any liability to Tenant for (a) any claims based onthe interruption of or loss to Tenant's business, (b) any indirectlosses or consequential damages whatsoever, or (c) any claimsarising out of the criminal acts of third parties.

# GENERAL PROVISIONS

### Tenant acknowledges that neither Landlord nor any broker, agentor employee of Landlord has made any representations or promiseswith respect to the Premises or the Building except as hereinexpressly set forth, and no rights, privileges, easements orlicenses are being acquired by Tenant except as herein expresslyset forth.

### Nothing contained in this Lease shall be construed as creatinga partnership or joint venture of or between Landlord and Tenant,or to create any other relationship between the parties heretoother than that of landlord and tenant.

### Landlord recognizes Insignia/ESG and Prospective, Inc. as thesole brokers procuring this Lease and shall pay said brokers acommission pursuant to a separate agreement between said brokersand Landlord. Tenant represents and warrants to Landlord that ithas not employed or dealt with any broker, agent or finder incarrying on the negotiations relating to this Lease other than thebrokers referred to in the preceding sentence.  Tenant shallindemnify and hold Landlord harmless from and against any claim orclaims for brokerage or other commissions asserted by any broker,agent or finder engaged by Tenant or with whom Tenant has dealt inconnection with this Lease other than the broker describedabove.  Landlord shall indemnify and hold Tenant harmless fromand against any claim or claims for brokerage or other commissionsasserted against Tenant by any broker, agent or finder engaged byLandlord or with whom Landlord has dealt in connection with thisLease.

###         Tenant agrees, atany time and from time to time (but not more than two (2) times inany calendar year, provided, however, that, such limit shall notapply if Landlord has a legitimate business purpose for suchrequest), upon not less than five (5) business days' prior writtennotice by Landlord, to execute, acknowledge and deliver to Landlorda true statement in writing (i) certifying that this Lease isunmodified and in full force and effect (or if there have been anymodifications, that the Lease is in full force and effect asmodified and stating the modifications), (ii) stating the dates towhich the rent and any other charges hereunder have been paid byTenant, (iii) stating whether or not, to the knowledge of Tenant,Landlord is in default in the performance of any covenant,agreement or condition contained in this Lease, and if so,specifying the nature of such default, (iv) stating the address towhich notices to Tenant are to be sent, and (v) stating such otherinformation as Landlord, Lender or any other holder of a mortgagesecured by the Building may reasonably request on such form asLandlord, Lender or such holder may reasonably request.  Anysuch statement delivered by Tenant may be relied upon by any ownerof the Building or the land upon which it is situated, anyprospective purchaser of the Building or the land, any mortgagee orprospective mortgagee of the Building or such land or of Landlord'sinterest therein, or any prospective assignee of any suchmortgagee.  If Tenant fails to execute and deliver any suchcertificate or document within such five (5) business day period,Tenant hereby constitutes and appoints Landlord as Tenant'sattorney-in-fact to execute any such certificate or other documentfor or on behalf of Tenant and all statements set forth thereinshall be deemed to be true and correct. 

####       Landlord agrees, at any time andfrom time to time (but not more often than once in any twelve (12)month period), upon not less than five (5) business days' priorwritten notice by Tenant, to execute, acknowledge and deliver toTenant a true statement in writing (i) certifying that this Leaseis unmodified and in full force and effect (or if there have beenany modifications, that the Lease is in full force and effect asmodified and stating the modifications), (ii) stating the dates towhich the rent and any other charges hereunder have been paid,(iii) stating whether or not, to the knowledge of Landlord, Tenantis in default in the performance of any covenant, agreement orcondition contained in this Lease, and if so, specifying the natureof such default, and (iv) stating the address to which notices toLandlord are to be sent.

### Landlord and Tenant each hereby waive trial by jury in anyaction, proceeding or counterclaim brought by either of themagainst the other in connection with any matter arising out of orin any way connected with this Lease, the relationship of landlordand tenant hereunder, Tenant's use or occupancy of the Premises, orany claim of injury or damage.

### All notices or other communications required hereunder shall bein writing and shall be deemed duly given if delivered in person(with receipt therefor), or if sent by certified or registeredmail, return receipt requested, postage prepaid, or by recognizedovernight courier to the following addresses:  (i) if toLandlord at c/o Boston Properties, Inc., 4019th Street, N.W., Suite 700, Washington, D.C.20004, Attention:  Regional General Counsel, with a copy toBoston Properties, Inc., Prudential Center, 111 Huntington Avenue,Boston, Massachusetts 02199, Attention:  General Counsel; (ii)if to Tenant, prior to Tenant’s occupancy of the Premises, toThe Titan Corporation, 11225 Waples Mill Road, Fairfax, Virginia22030, Attention:  Les Rose and Dean Kershaw, and after Tenantoccupies the Premises, the Premises, Attention:  FacilitiesManager, with  courtesy copies to The Titan Corporation, 3033Science Park Drive, San Diego, California 92121, Attention: Director of Real Estate, and to the same address, with Attention toGeneral Counsel, (provided, however, that any failure to providesuch courtesy copy shall not in any way invalidate or otherwiseimpair the delivery of such notice to Tenant), except that prior tothe Tenant Occupancy Date, notices to Tenant shall be sent to suchaddress as Tenant shall designate and inform Landlord in accordancewith this Section 25.6.  Either party may change its addressfor the giving of notices by notice given in accordance with thisSection.

### If any provision of this Lease or the application thereof toany person or circumstance shall to any extent be invalid orunenforceable, the remainder of this Lease, or the application ofsuch provision to persons or circumstances other than those as towhich it is invalid or unenforceable, shall not be affectedthereby, and each provision of this Lease shall be valid andenforceable to the fullest extent permitted by law.

### Feminine or neuter pronouns shall be substituted for those ofthe masculine form, and the plural shall be substituted for thesingular number, in any place or places herein in which the contextmay require such substitution.

### The provisions of this Lease shall be binding upon, and shallinure to the benefit of, the parties hereto and each of theirrespective representatives, successors and assigns, subject to theprovisions hereof restricting assignment or subletting byTenant.

### This Lease (and any documents or agreements required in orderfor the parties to comply with the provisions of Section25.15 below, including any release and/or escrow agreement)contains and embodies the entire agreement of the parties heretoand supersedes all prior agreements, negotiations and discussionsbetween the parties hereto.  Any representation, inducement oragreement that is not contained in this Lease shall not be of anyforce or effect.  This Lease may not be modified or changed inwhole or in part in any manner other than by an instrument inwriting duly signed by both parties hereto.

### This Lease shall be governed by and construed in accordancewith the laws of the Commonwealth of Virginia, without regard tothe conflicts of laws principles.

### Article and section headings are used herein for theconvenience of reference and shall not be considered whenconstruing or interpreting this Lease.

### The submission of an unsigned copy of this document to Tenantfor Tenant's consideration does not constitute an offer to leasethe Premises or an option to or for the Premises.  Thisdocument shall become effective and binding only upon the executionand delivery of this Lease by both Landlord and Tenant.

### Time is of the essence of each provision of this Lease.

### This Lease shall not be recorded, exceptthat upon the request of either party, the parties agree toexecute, in recordable form, a short-form memorandum of this Lease,which memorandum shall not contain any of the specific rental termsset forth herein.  Such memorandum may be recorded in the landrecords of Fairfax County, Virginia, and the party desiring suchrecordation shall pay all recordation and subsequent release costsand shall release such memorandum of record within five (5)business days after the expiration or earlier termination of theLease.

###         Except as otherwiseprovided in this Lease, any additional rent owed by Tenant toLandlord, and any cost, expense, damage, or liability shall be paidby Tenant to Landlord no later than the later of (i) twenty (20)days after the date Landlord notifies Tenant of the amount of suchadditional rent or such cost, expense, damage or liability, or (ii)the day the next monthly installment of annual base rent isdue.  If any payment hereunder is due after the end of theLease Term, such additional rent or such cost, expense, damage orliability shall be paid by Tenant to Landlord not later than twenty(20) days after Landlord notifies Tenant of the amount of suchadditional rent or such cost, expense, damage or liability.

####       Unless a different deadline isset forth in this Lease, any payment owed by Landlord to Tenantshall be paid to Tenant no later than thirty (30) days after thedate written request for payment is given to Landlord byTenant.

### All of Tenant's duties and obligations hereunder, including butnot limited to Tenant's duties and obligations to pay annual baserent, additional rent and the costs, expenses, damages andliabilities incurred by Landlord for which Tenant is liable, shallsurvive the expiration or earlier termination of this Lease for anyreason whatsoever.  Landlord's obligations to (a) pay any sumsdue to Tenant under this Lease, (b) indemnify Tenant pursuant toSection 15.2(b) with respect to events or occurrencesarising prior to the expiration of the Lease Term, (c) refund toTenant any Security Deposit or overpayment made by Tenant pursuantto Article IV or Article V, and (d) anyliability that may arise under Section 15.1 prior to theexpiration of the Lease Term, shall likewise survive the expirationor earlier termination of this Lease.

### In the event either party is in any way delayed, interrupted orprevented from performing any of its obligations under this Lease(except, with respect to Tenant, any obligation with respect toExhibit B and, with respect to both parties, the obligationto pay sums due under this Lease), and such delay, interruption orprevention is due to fire, act of God, governmental act, action orinaction (including, without limitation, government delays inissuing any required building, construction, occupancy or otherpermit, certificate or approval or performing any inspection orreview in connection therewith) strike, labor dispute, inability toprocure materials, or any other cause beyond such party'sreasonable control (whether similar or dissimilar), then such partyshall be excused from performing the affected obligations for theperiod of such delay, interruption or prevention so long as suchparty exercises due diligence in dealing with such matter.

### Tenant hereby represents and warrants to Landlord that allnecessary action has been taken to enter this Lease and that theperson signing this Lease on behalf of Tenant has been dulyauthorized to do so.  Landlord hereby represents and warrantsto Tenant that all necessary action has been taken to enter thisLease and that the person signing this Lease on behalf of Landlordhas been duly authorized to do so.

### [Intentionally deleted.]

### [Intentionally deleted.]

### Landlord and Tenant each hereby covenant and agree that eachand every provision of this Lease has been jointly and mutuallynegotiated and authorized by both Landlord and Tenant; and, in theevent of any dispute arising out of any provision of this Lease,Landlord and Tenant do hereby waive any claim of authorship againstthe other party.

### The term "**days**", as used herein, shall mean actual daysoccurring, including, Saturdays, Sundays and holidays.  Theterm "**business days**" shall mean days other than Saturdays,Sundays and holidays.  If any item must be accomplished ordelivered hereunder on a day that it is not a business day, itshall be deemed to have been timely accomplished or delivered ifaccomplished or delivered on the next following business day.

### For purposes of Section 55-218.1, Code of Virginia (1950), asamended, Landlord's resident agent is Dave Boone, 3261 FoxmillRoad, Oakton, Virginia  22124.  For purposes of Section55-2, Code of Virginia (1950), as amended, this Lease is and shallbe deemed to be a deed of lease.

### This Lease includes and incorporates Rider No. 1 andExhibits A-1, A-2, A-3, A-4, A-5 and A-6, B, C, D, E, F, G, H,I, J and K to the Lease.

# RIGHT OF FIRST OFFER

### Following the Lease Commencement Date, Tenant shall have theright under this Section 26.1, at any time and from time totime during the Lease Term, and all renewal terms hereunder, tolease additional space on any floor of the Building (the"**Additional Space**") as the same becomes available followingthe vacation of such leased space by the then current tenant ofsuch space, subject to and in accordance with the following termsand conditions:

####       Landlord shall notify Tenant ofthe availability of the Additional Space(“**Landlord’s Available SpaceNotice**”).

####       Tenant shall have a period ofthirty (30) days following receipt of the Landlord’sAvailable Space Notice to notify Landlord in writing whether Tenantdesires to lease the Additional Space.  In no event shallTenant have the right to lease less or more than the AdditionalSpace being offered.  The leasing of the Additional Spaceshall be for the Market Rent equal to (i) one hundred percent(100%) of the then prevailing fair market rent (as defined in anddetermined pursuant to the provisions of Rider No. 1 attached tothis Lease), and (ii) additional rent on account of all OperatingExpenses and Real Estate Taxes incurred during the term of Tenant'sleasing of the Additional Space shall be based on a new Base Yearequal to the first twelve (12) months of the term with respect tothe Additional Space; provided, however, that notwithstandinganything in Rider No. 1 to the contrary, (I) the change in the BaseYear as provided in (ii) first above shall be an additional factorthat shall be considered in determining the Market Rent, (II)Landlord and Tenant shall have only twenty (20) days (in lieu ofthe thirty (30)-day period provided in Rider No. 1) in which toagree on the Market Rent pursuant to Paragraph 1(b) of Rider No. 1,and (III) the Broker(s) shall only have thirty (30) days (in lieuof the sixty (60)-day period provided in Rider No. 1) in which toagree on the Market Rent pursuant to Paragraph 1(c) of RiderNo. 1.  Except as otherwise provided herein, all other termsand conditions of this Lease shall apply to the Additional Space,except that no concession, abatement or other allowance shall applywith respect to the Additional Space expect as may be agreed to bythe parties in determining Market Rent.  In the event Tenantdoes not timely notify Landlord that Tenant desires to lease theAdditional Space, then Tenant’s rights under this Section26.1 with respect to such Additional space shall forever lapseand Landlord shall be free to lease such Additional Space to anyother party on such terms and conditions as Landlord in its solediscretion may determine.

####       If Tenant leases any AdditionalSpace hereunder, Landlord shall deliver possession of theAdditional Space to Tenant promptly after the date on which theAdditional Space is vacated by the prior tenant thereof, and theterm of Tenant's leasing of such Additional Space (andTenant’s obligation to commence paying rent therefor) shallcommence on such delivery date and the term with respect to suchAdditional Space shall be coterminous with the term for the initialPremises.  Landlord shall incur no liability, and theexpiration date of the term for which the Additional Space isleased shall not be extended, if Landlord is unable to deliverpossession of the Additional Space to Tenant due to any holdovertenant's refusal to vacate, or for any other reason.  Landlordagrees to use reasonable efforts to evict any such holdover tenantand to obtain possession of the Additional Space as soon asreasonably possible.  Any Additional Space which is leased toTenant shall be delivered by Landlord and accepted by Tenant in itsthen-current "as is" condition.

####       Notwithstanding anything in thisSection 26.1 to the contrary, if an Event of Default existsat the time Tenant elects to lease any Additional Space, or at anytime thereafter prior to the commencement of this Lease withrespect to the Additional Space, then at Landlord's election,Tenant shall have no right to lease the applicable AdditionalSpace.  If Landlord elects to rescind Tenant's right to leasethe Additional Space as set forth in the preceding sentence,Landlord shall do so within 30 days after Tenant elects to leasethe Additional Space, or with respect to Events of Defaults arisingafter Tenant's election, within 30 days after the occurrence of anysuch Event of Default.

####       Notwithstanding anything in thisSection 26.1 to the contrary, Tenant's rights under thisSection 26.1 are subject and subordinate to FinneganHenderson Farabow Garrett & Dunner, LLP’s(“**Finnegan**”’s) rights to lease theAdditional Space and to the renewal rights of all other tenants inthe Building to the extent such rights exist as of the EffectiveDate (i.e., the renewal rights of Finnegan, High PerformanceTechnologies, Inc., and Latham & Watkins).  No space inthe Building shall be deemed to be an Additional Space hereunderunless and until it has been leased to (and occupied by) anotherparty as of the Effective Date.  In addition, if Tenant failstimely to elect to add the Wilson Premises to the Premises pursuantto Section 1.1(d), then Tenant’s rights under thisArticle shall not arise with respect to any portion of the WilsonPremises until Landlord leases such space (or any portion thereof)to a third party on any terms and conditions which Landlord andsuch tenant agree, and such space thereafter becomesavailable. 

### Tenant's rights under this Article XXVI are personal toand may be exercised only by The Titan Corporation and shall not beexercisable by any assignee or subtenant of Tenant (other than aPermitted Transferee); provided, however, that a sublease by TheTitan Corporation shall not prevent The Titan Corporation fromexercising its rights under this Article XXVI except asotherwise specifically set forth in this ArticleXXVI. 

### [Intentionally Deleted].

### Promptly after Tenant elects to lease any additional rentablearea pursuant to this Article XXVI, the parties shallexecute an amendment to this Lease adding such space to thePremises on the terms and conditions specified in thisArticle.

### Time is of the essence with respect to the dates by whichTenant must elect to lease any space under this Article.  IfTenant fails timely to elect to lease any such space (or notifyLandlord of its interest in leasing any such space, as applicable),then Tenant’s rights with respect to such space shallimmediately lapse and expire and be of no further force or effectand Landlord shall be free to lease such space to any other partyon such terms and conditions as Landlord in its sole discretion maydetermine; provided, however, that if Landlord leases any suchspace to another party and such space thereafter becomes availablefor Lease to the public (i.e., the Landlord and the priortenant do not desire to renew or extend such tenant’s leaseof the space and such space is unencumbered by the rights of anyother party), then Tenant’s rights under this Article XXVIshall again apply with respect to such space.

### At Tenant’s request (but not more often than once eachcalendar year), Landlord shall notify Tenant of the scheduledexpiration dates of the other leases in the Building over thesucceeding two (2) year period.

# ROOFRIGHTS

###         Subject to thesatisfaction, in Landlord's reasonable judgment, of all of theconditions set forth in this Section, Tenant, at Tenant's sole costand expense, may install telecommunications antennae and satellitedishes and other rooftop communication equipment (collectively, the"**Communications Equipment**") on the roof of the Building foruse in connection with Tenant's business in the Premises.  Notlater than June 1, 2003, Landlord and Tenant shall identify amutually agreeable area on the roof of the Building that reflectsthe fact that Tenant is the majority tenant of the Building (assuch status may change from time to time) in which Tenant shallhave the exclusive right to use for Tenant’s CommunicationsEquipment.  Notwithstanding anything in this Article to thecontrary, Tenant shall not be permitted to install theCommunications Equipment unless (I) Tenant's CommunicationsEquipment shall not interfere with any other satellite dish orantenna of any other tenant in the Building located on the roof atthe time Tenant installs its Communications Equipment, (II) suchCommunications Equipment conforms to the specifications andrequirements set forth in the drawings and specifications preparedby a licensed professional (the "**CommunicationsEquipment****Drawings**"), which Communications EquipmentDrawings shall be subject to the prior written approval ofLandlord, which approval shall not be unreasonably withheld,conditioned or delayed, (III) Landlord approves, which approvalshall not be unreasonably withheld, conditioned or delayed, thenumber, size, capacity, power, location and proposed placement andmethod of installation of such Communications Equipment, and (IV)Tenant obtains, at its sole cost and expense, and provides copiesto Landlord of all necessary governmental permits and approvals,including, without limitation, special exception permits, ifapplicable, for the installation of the Communications Equipmentupon the Building.  Tenant, at Landlord's direction, shallcause the Communications Equipment to be painted in a nonmetallicpaint to match the materials on the penthouse.  In addition,if the installation of the Communications Equipment on the roof ofthe Building would penetrate the roof of the Building, then Tenantshall  not be permitted to install the CommunicationsEquipment unless Tenant (i) contracts at not more than the currentmarket rates with Landlord’s roofing contractor to retain thewarranties and guaranties with respect to the roof, (ii) obtainsthe approval of Landlord’s structural engineer, whichapproval may be granted or withheld by Landlord’s structuralengineer and Landlord in their sole discretion, and (iii) pays thecost of any structural support or alterations necessary to securethe Communications Equipment to the Building.  TheCommunications Equipment shall be installed by a contractorreasonably acceptable to both Landlord and Tenant and thereaftershall be properly maintained by Tenant, all at Tenant's soleexpense.  At the expiration or earlier termination of theLease Term, the Communications Equipment shall be removed from theroof of the Building at Tenant's sole cost and expense and thatportion of the roof of the Building that has been affected by theCommunications Equipment shall be returned to the condition it wasin prior to the installation of the  Communications Equipment,excluding the conduits provided for in Schedule I,Attachment A of Exhibit B.  Tenant shall pay allsubscription fees, usage charges and hookup and disconnection feesassociated with Tenant's use of the Communications Equipment andLandlord shall have no liability therefor.  All of theprovisions of this Lease, including, without limitation, theinsurance, maintenance, repair, release and indemnificationprovisions shall apply and be applicable to Tenant's installation,operation, maintenance and removal of the CommunicationsEquipment.

####       Except as shown on theCommunications Equipment Drawings, as reasonably approved byLandlord, Tenant shall not make any modification to the design,structure or systems of the Building, required in connection withthe installation of the Communications Equipment without Landlord'sprior written approval of such modification and the plans therefor,which approval may be granted, conditioned or withheld by Landlordin its sole but reasonable discretion.  The preceding sentencenotwithstanding, Landlord acknowledges and agrees that Tenant mayuse the conduits connecting the Premises to the roof of theBuilding in conjunction with the installation of the CommunicationsEquipment on the roof of the Building and the connection of theCommunications Equipment to the Premises for use in Tenant'sbusiness.  Tenant agrees that, in addition to anyindemnification provided Landlord in this Lease, Tenant shallindemnify and shall hold Landlord and Boston Properties, Inc.,Landlord's managing agent, and their employees, shareholders,partners, officers and directors, harmless from and against allcosts, damages, claims, liabilities and expenses (includingattorney's fees and any costs of litigation) suffered by or claimedagainst Landlord, directly or indirectly, based on , arising out ofor resulting from Tenant's use of the Communications Equipmentand/or the conduits to connect the Premises to the CommunicationsEquipment.  In addition, Tenant shall be liable to Landlordfor any actual damages suffered by Landlord or any other tenant oroccupant of the Building for any cessation or shortages ofelectrical power or any other systems failure arising from Tenant'suse of the conduits to connect the Premises to the CommunicationsEquipment.

####       Tenant, at its sole cost andexpense, shall secure all necessary permits and approvals from allapplicable governmental agencies with respect to the size,placement and installation of the Communications Equipment. In the event Tenant is unable to obtain the necessary approvals andpermits from any applicable federal, state, county or other localgoverning authorities for the Communications Equipment, Tenantshall have no remedy, claim, cause of action or recourse againstLandlord, nor shall such failure or inability to obtain anynecessary permits or approvals provide Tenant the opportunity toterminate this Lease.

####       Landlord makes norepresentations or warranties concurring the suitability of theroof of the Building for the installation operation, maintenanceand repair of the Communications Equipment, Tenant having satisfieditself concerning such matters.

####       Tenant shall not have access tothe Communications Equipment without Landlord's reasonable priorwritten consent, which consent shall be granted to the extentnecessary for Tenant’s operation, use, repair and maintenance of the Communications Equipment and only if Tenant isaccompanied by Landlord's representative (if Landlord sorequests).  Any such access by Tenant shall be subject toreasonable rules and regulations relating thereto established fromtime to time by Landlord, including without limitation rules andregulations prohibiting such access unless Tenant is accompanied byLandlord's representative.  Landlord shall use reasonableefforts to provide immediate access to the Communications Equipmentas necessary to accommodate Tenant’s business.

####       Notwithstanding anything hereinto the contrary, after at least sixty (60) days' prior writtennotice to Tenant, Landlord shall have the right to require Tenantto relocate the Communications Equipment, if such relocation (i) isrequired by applicable Legal Requirements or is required inconnection with the prudent management or operation of theBuilding, and (ii) no other area on the roof is sufficient to meetLandlord’s requirements.  In such event the new locationprovided for Tenant’s relocated Communications Equipmentshall be deemed thereafter to be for Tenant’s exclusiveuse.  Any such relocation shall be performed by Tenant atLandlord's expense, and in accordance with all of the requirementsof this Section.  Nothing in this Section shall be construedas granting Tenant any line of sight easement with respect to suchCommunications Equipment; provided, however, that if Landlordrequires that such Communications Equipment be relocated inaccordance with this Section 27.(f), then Landlord shall usereasonable efforts to provide either (x) the same line of sight forsuch Communications Equipment as was available prior to suchrelocation, or (y) a line of sight for such CommunicationsEquipment which is functionally equivalent to that available priorto such relocation.

####       It is expressly understood thatby granting Tenant the right hereunder, Landlord makes norepresentation as to the legality of such Communications Equipmentor its installation.   In the event that any federal, state,county, regulatory or other authority requires the removal orrelocation of such Communications Equipment, Tenant shall remove orrelocate such Communications Equipment at Tenant's sole cost andexpense, and Landlord shall under no circumstances be liable toTenant therefor.

####       The Communications Equipment maybe used by Tenant only in the conduct of Tenant's customarybusiness in the Premises.  No assignee (other than an assigneeof this Lease that is a Parent or Affiliate ofTenant or otherwise permitted by Section 7.1(b) orapproved by Landlord under this Lease) or subtenant shall have anyrights pursuant to this Article except as approved by Landlord,which approval shall not be unreasonably withheld, conditioned, ordelayed.  Notwithstanding anything herein to the contrary, ifany assignee or subtenant is permitted to use any CommunicationsEquipment or other communication equipment on the roof of theBuilding, then such person or entity shall reimburse Landlord atthe market rate that Landlord would charge a third party for suchrights.

####       Tenant shall maintain suchinsurance as is appropriate with respect to the installation,operation and maintenance of the Communications Equipment. Landlord shall endeavor to cause satellite dishes or antennaeinstalled on the roof subsequent to the Communications Equipment tobe installed in a manner that will not interfere with the operationof the Communications Equipment; provided, however, that Landlordshall have no liability on account of any damage to or interferencewith the operation of the Communications Equipment except forphysical damage caused by Landlord's gross negligence or willfulmisconduct and Landlord expressly makes no representations orwarranties with respect to the capacity for a CommunicationsEquipment placed on the roof of the Building to receive or transmitsignals.  The operation of the Communications Equipment shallbe at Tenant's sole and absolute risk.  Tenant shall in noevent interfere with the use of any other communications equipmentlocated on the roof of the Building.

####       Except as otherwise expresslyprovided for in this Article XXVII, Tenant’s right to use theroof of the Building for the Communications Equipment shall be atno additional cost to Tenant.

 

# GENERATOR RIGHTS

### Subject to the conditions and requirements of this ArticleXXVIII, Tenant shall be permitted to install, free of charge, atits sole cost and expense, a back-up power generator and allnecessary fuel tanks (if any), batteries (if any), and feeders andconduits extending from such generator to the Premises(collectively, the “**Generator**”). 

### The Generator shall be placed only in a location in theBuilding or on the Land to be designated by Landlord in its solediscretion as outlined on the Site Plan attached hereto asExhibit A (said area is hereinafter referred to as the"**Generator Support Area**").  Landlord may, in its solediscretion, require that such area be enclosed by screeningmaterials designated by Landlord.  The area in which theGenerator is located shall be subject to all of the provisions ofthe Lease as if it were located within the Premises includingTenant’s obligation to obtain all governmental and otherapprovals, including but not limited to the Reston Town CenterDesign Review Board.  If the Generator Support Area is locatedin the parking garage, then the number of parking spaces, if any,comprising the Generator Support Area shall be deducted from thenumber of parking spaces available for Tenant's use pursuant toArticle XXIV hereof.

### The Generator shall be used only for backup operations duringthe pendency of any power outages.  The Generator shall not beused (a) for the benefit of any other tenant of the Complex withoutLandlord’s consent, which may be granted or withheld inLandlord’s sole but reasonable discretion or (b) for peak usesharing or operating during business hours.

### Tenant’s right to install or modify the Generator isconditioned upon Landlord’s prior written approval of anyequipment to be installed, which approval shall be made inLandlord’s sole, but not arbitrary, discretion.  Tenantshall provide Landlord mechanical and electrical drawings andspecifications by a licensed professional engineer, which drawingsand specifications shall include a written description of theGenerator Equipment, including make, model, size, capacity, noisespecifications, fuel types, location of the exhaust pipetermination points(s), specifications for exercising the generator,the proposed routing of cables, and location of peripheralequipment.  The initial Generator Equipment and any materialchanges thereto shall be subject to Landlord’s priorapproval, which approval shall not be unreasonably withheld,conditioned or delayed.

### Construction of the Generator Support Area and installation of(i) the Generator and (ii) any protective enclosure around theGenerator Support Area, and (ii) any conduits, feeders, equipmentareas connecting the Generator and/or the Generator Support Area tothe Premises (collectively, the "**Generator Alterations**"),shall be performed pursuant to and in accordance with the plans andspecifications prepared by licensed engineers and reviewed andapproved by Landlord and, if required, its engineers, in writing(which approval(s) shall not be unreasonably withheld, conditionedor delayed), and the other provisions of Article IX of thisLease.  Tenant shall repair and restore all damage causedthereby and restore all such areas as reasonably required byLandlord.  Tenant shall pay for, at its cost, and shallinstall and perform as a part of the Leasehold Work, all requiredenclosures, structural modifications to provide any necessaryadditional load bearing capability, and all other reasonablerequirements of Landlord and any applicable Legal Requirements inconnection with the Generator Alterations.  Tenant will allowLandlord’s designee to be present during the installation ofthe Generator Alterations.  Tenant will not make any materialrepairs or alterations to the Generator Alterations withoutobtaining Landlord’s prior written consent (not to beunreasonably withheld, conditioned or delayed, provided that anyrepairs or alterations made pursuant to Tenant’s approvedservice contract shall be deemed approved) and Landlord shall havethe right to disapprove any installation or alteration or requireTenant to remove or relocate the Generator Alterations atLandlord’s sole cost in expense in the event suchinstallation or alteration may void or adversely affect anywarranty affecting the Building’s systems including, withoutlimit, the roof.  All testing and exercising of the Generatorshall occur during other than the Complex’ normal businesshours unless Landlord determines in its reasonable discretion thatsuch testing and exercising during the Complex’ normalbusiness hours shall not disturb the other tenants of theComplex. 

### Tenant at its sole expense shall comply with all LegalRequirements and the requirements of Landlord’s insurer withrespect to the installation, repair, maintenance or operation ofthe Generator Alterations (including all ancillaryequipment).  Tenant shall at its expense obtain all permits,variances and licenses required by Legal Requirements relating tothe Generator Alterations and shall deliver copies toLandlord. 

### Tenant’s access to and use of the Generator Support Areashall be exclusive and Landlord shall not allow others to use sucharea.  Landlord shall have the right, but not the obligation,to enter the Generator Support Area upon reasonable advance writtennotice at all reasonable times upon reasonable notice for thepurpose of inspecting the Generator Alterations or exhibiting theBuilding, and only upon such notice as is practicable under thecircumstances in the event of an emergency, to make repairs.

### Landlord may from time to time require Tenant to relocate theGenerator Alterations to another site to be determined by Landlordin its sole but reasonable discretion.  In such event,Tenant’s means of access to the Generator Alterations andrelated cabling will be relocated at Landlord’s expense in amanner so as not to unreasonably impair the availability of theGenerator as a backup power source.  If Landlord elects torelocate the Generator Alterations, the costs shall be borne byLandlord unless such relocation is required by Legal Requirementsin which event such costs shall be borne by Tenant.  In theevent Landlord elects to relocate the Generator Alterations, Tenantshall be entitled to at least thirty (30) days written notice,except in an emergency.

### Tenant shall submeter all electrical usage and pay the costs ofall utilities services required for Tenant’s use of theGenerator Alterations.

### The installation, repair, maintenance and operation of theGenerator Alterations will be at Tenant’s sole risk, cost andexpense.  Landlord or its agents or employees shall not beliable for any costs or expenses caused in any manner by suchinstallation, repair, maintenance and operation except to theextent caused by Landlord’s negligence or willfulmisconduct.  Tenant shall promptly repair at its expense alldamage caused by or resulting from the installation, maintenance,repair or operation of the Generator Alterations.

### Upon the expiration or earlier termination of this Lease, ifLandlord so directs by ten (10) days written notice to Tenant,Tenant shall remove the Generator Alterations (including anycables, wires, lines,  pipes or piping installed in theinterior of the Building in connection therewith) at its soleexpense and shall repair any damage to the Building or the Premisescaused by or resulting from such removal.

### Landlord makes no warranties or representations concerning thesuitability of the Generator Support Area for the installation ofthe Generator, Tenant having satisfied itself concerning thesematters.

### 

### [signatures on following page]

#### IN WITNESS WHEREOF,Landlord and Tenant have executed this Lease under seal on or as ofthe day and year first above written.

**LANDLORD:**

**TWO FREEDOM SQUARE,L.L.C.**

By:      BOSTON PROPERTIES LIMITED                                                  PARTNERSHIP, a Delaware limited partnership

       By:    BOSTON PROPERTIES, INC.,

        aDelaware corporation, its sole general partner

By:        /s/RAYMOND A. RITCHEY [SEAL]Name: Raymond A. RitcheyTitle:   Executive Vice President

                                                                          By:    TERRABROOK TWO FREEDOM                                                                                    SQUARE, L.L.C., a Delaware limited                                                                                    liability company, member                                                                          By:     /s/ THOMAS A. WILLIAMSON[SEAL]                                                                          Name: Thomas A. Williamson                                                                          Title:   Vice President

                                                                       **TENANT:**

                                                                       **THE TITAN CORPORATION**, a Delawarecorporation

WITNESS:

By:      _________________                         By:       /s/ MARK W.SOPP

Title:    ________________                           Name:  Mark W. Sopp                                                                       Title:     Chief FinancialOfficer

                                                                                   [CORPORATE SEAL]

**RIDER NO.1**

THIS RIDER NO. 1 isattached to and made a part of that certain Deed of Lease dated** ** April 1, 2003 (the "**Lease**"), by andbetween **TWO FREEDOM SQUARE, L.L.C.** (collectively,"**Landlord**") and **THE TITAN CORPORATION**("**Tenant**").  The terms used in this Rider which aredefined in the Lease have the same meanings as provided in theLease.

WITNESSETH, that for andin consideration of Tenant's entering into the Deed of Leasedescribed above, and other good and valuable consideration, andintending to be legally bound hereby, Landlord hereby grants toTenant the right to renew the initial term of the Lease upon thefollowing terms and conditions:

## Landlord hereby grants to Tenant the conditional right,exercisable at Tenant's option, to renew the term of the Lease forone (1) additional term of ten (10) years (the "**RenewalTerm**").  If Tenant has elected to lease the WilsonPremises pursuant to Section 1.1(d) of this Lease, then atTenant’s option, which shall be specified in Tenant’srenewal option notice (as defined below), Tenant may elect not torenew with respect to the Wilson Premises (and renew only withrespect to the balance of the Premises then leased pursuant to thisLease).  If timely exercised and if the conditions applicablethereto have been satisfied, the Renewal Term shall commenceimmediately following the end of the initial term provided inSection 3.1 of the Lease.  The right of renewal hereingranted to Tenant shall be subject to, and shall be exercised inaccordance with, the following terms and conditions:

####       Tenant shall exercise its rightof renewal with respect to the Renewal Term by giving Landlordwritten notice of the exercise thereof (the "**renewal optionnotice**") within the period (the “**ElectionPeriod**”) commencing on December 31, 2013 and expiring onJune 30, 2014.  In the event that the renewal option notice isnot given in a timely manner, Tenant's right of renewal withrespect to the Renewal Term shall lapse and be of no further forceor effect.  If there exists a monetary or materialnon-monetary Event of Default under the Lease, on the date therenewal option notice is given or on the day prior to thecommencement date of the Renewal Term, then, at Landlord's option,the renewal option notice shall be totally ineffective and Tenant'sright of renewal as to the Renewal Term shall lapse and be of nofurther force of effect.  If Landlord elects to rescindTenant's right to extend the Lease for the Renewal Term as setforth in the preceding sentence, Landlord shall do so within 30days after Tenant elects to extend the Lease for the Renewal Term,or with respect to Events of Default existing on the day prior tothe commencement date of the Renewal Term, within 30 days aftersuch date.

####       Promptly following Landlord'stimely receipt of the renewal option notice for the Renewal Term,Landlord and Tenant shall commence negotiations concerning theamount of annual base rent which shall be payable during each yearof the Renewal Term, it being intended that such annual base rentshall be equal to ninety-five percent (95%) of the then prevailingfair market rent for the Premises during the Renewal Term. The parties shall have thirty (30)****days after Landlord'sreceipt of the renewal option notice in which to agree on theannual base rent which shall be payable during each year of theRenewal Term and the Lease security that may be required.  Theparties shall be obligated to conduct such negotiations in goodfaith.  Among the factors to be considered by the partiesduring such negotiations shall be (i) the general office rentalmarket in the Market Area, (ii) rental rates then being obtained byother building owners for office buildings of comparable size,location and quality to the Building in the Market Area, (iii) therental rates then being obtained by Landlord for comparable officespace in "as is" condition in the Building, (iv) escalations andpassthroughs of Operating Expenses as provided in the Lease, (v)concession packages then being given or obtained by other buildingowners for office buildings in the Market Area, of comparable size,location and quality to the Building, (vi) concession packages thenbeing given or obtained by Landlord for comparable office space inthe Building, (vii) the parking rights granted to Tenant under thisLease, (viii) the location of the Premises within the Building,(ix) whether or not Landlord shall be required to pay anycommissions in connection with the renewal, and (x) any othercriteria or factors that would fairly be taken into considerationin determining the economics of market lease transactions in theMarket Area, including, without limitation, any cost savingsarising out of the fact that the parties are renewing an existinglease.  Vacancy periods shall not be considered by the partiesduring such negotiations.  If the parties agree on the baserent payable during each year of the Renewal Term, they shallpromptly execute an amendment to the Lease stating the rent soagreed upon.

####       If, during such thirty (30) dayperiod referred to in subparagraph (b) above, the parties areunable to agree on the base rent payable during the applicableRenewal Term, then the fair market rent and Lease security shall bedetermined in accordance with the “**Three-Broker**”procedure set forth in this Paragraph 1(c).  Within ten(10) days after expiration of such thirty (30) day period, theparties shall appoint an independent, unaffiliated real estatebroker (“**Broker**”) who shall be mutuallyagreeable to both Landlord and Tenant, shall be a member of theNational Association of Realtors or the Greater Washington, D.C.Association of Realtors, and shall have at least ten (10) yearsrelevant experience in office rentals in the northern Virginiamarket.  If the parties are unable to agree on a Broker withinsuch ten (10) day period, then each party, within five (5) daysafter the expiration of the aforesaid ten (10) day period, shallappoint a Broker (with the same qualifications) and the two (2)Brokers shall together appoint a third Broker with the samequalifications.  The Broker or Brokers so appointed then shalldetermine, within sixty (60) days after the appointment of suchBroker or Brokers, the then fair market base rent for thePremises.  Among the factors to be considered by the Broker(s)in determining the fair market base rent for the Premises shall bethose factors set out in Paragraph 1(b) above.  The figurearrived at by the Broker (or the average of the figures arrived atby the three Brokers, if applicable) shall be used as the fairmarket base rent for such renewal term.  If the Three Brokermethod is chosen, then if any Broker's estimate of fair market baserent is either (x) less than ninety percent (90%) of the averagefigure or (y) more than one hundred ten percent (110%) of suchaverage, then the fair market rent will be either (1) theaverage of the remaining two (2) Brokers’ figures fallingwithin such a range of percentages, (2) the remainingBroker’s figure which is within such range of percentages or(3) if none of the figures are within such range, the average ofthe three (3) Brokers’ figures.  Landlord and Tenantshall each bear the cost of its Broker and shall share equally thecost of the third Broker.

####       During the Renewal Term, all theterms, conditions, covenants and agreements set forth in the Leaseshall continue to apply and be binding upon Landlord and Tenant,except that (i) the annual base rent payable during each year ofthe Renewal Term shall be the amount agreed upon by Landlord andTenant in the manner provided in Paragraphs 1(b) and 1(c)above, (ii) in no event shall Tenant have the right to renew theterm of the Lease, or any renewal term thereof, beyond theexpiration of the Renewal Term, (iii) no abatements, allowances orother concessions shall apply during the Renewal Term, except tothe extent otherwise agreed to by the parties in accordance withthis Rider, (iv) [intentionally deleted], and (v) additional renton account of all Operating Expenses and Real Estate Taxes incurredduring the Renewal Term shall be based on a new Base Year equal tocalendar year in which the Renewal Term commences.

## Notwithstanding anything in the Lease or this Rider No. 1 tothe contrary, at Tenant’s option, Tenant may elect not torenew the Lease Term as set forth in Paragraph 1 above, but ratherto extend the term of the Lease for a period of up to six (6)months (the “**Short-Term Extension Right**”).  Tenant shall exercise its Short-Term Extension Right bygiving Landlord written notice of the exercise thereof (the"**short-term extension****option notice**") during theElection Period, which short-term extension option notice shallspecify the number of full calendar months (the“**Short-Term Extension Period**”) by which Tenantis electing to extend the Lease Term.  If the short-termextension notice is not given in a timely manner, then Tenant'sShort-Term Extension Right shall lapse and be of no further forceor effect.  If there exists a monetary or materialnon-monetary Event of Default under the Lease, on the date theshort-term extension option notice is given or on the day prior tothe commencement date of the Short-Term Extension Right, then, atLandlord's option, the short-term extension option notice shall betotally ineffective and Tenant's Short-Term Extension Right shalllapse and be of no further force of effect.  The base rentduring the Short-Term Extension Period shall be equal to onehundred percent (100%) of the then prevailing fair market rent (asdefined in and determined pursuant to the provisions ofParagraph 1 above),      

## Tenant's rights under this Rider No. 1 are personal to and maybe exercised only by The Titan Corporation and any assignee of TheTitan Corporation that is a Permitted Transferee and shall not beexercisable by any other assignee or subtenant of Tenant; provided,however, that a sublease by The Titan Corporation or any PermittedTransferee shall not prevent The Titan Corporation or suchPermitted Transferee from exercising its rights under this RiderNo. 1.

## 

**EXHIBIT A**

**SITE PLAN (INCLUDING LOCATION OF THE GENERATORSUPPORT AREA)**

****

**EXHIBIT A-1**

**DIAGRAM OF PREMISES LOCATED ON TENTHFLOOR**

****

**EXHIBIT A-2**

**DIAGRAM OF PREMISES LOCATED ON THE SIXTHFLOOR**

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**EXHIBIT A-3**

**DIAGRAM OF PREMISES LOCATED ON FOURTHFLOOR**

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**EXHIBIT A-4**

**DIAGRAM OF PREMISES LOCATED ON THIRDFLOOR**

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**EXHIBIT A-5**

**DIAGRAM OF PREMISES LOCATED ON SECOND FLOOR**

**EXHIBIT A-6**

**DIAGRAM OF PREMISES LOCATED ON THE RETAILLEVEL**

****

**EXHIBITA-7**

**DIAGRAMOF PREMISES LOCATED ON THE C-1 (CONCOURSE) LEVEL**

**EXHIBITB**

**WORKAGREEMENT**

****

This Work Agreement (this“**Work Agreement**”) dated as of April 1,2003 is by and among **WILSON SONSINI GOODRICH & ROSATI**(“**Wilson**”), **TWO FREEDOM SQUARE, L.L.C.**  ( "**Landlord**") and **THE TITAN CORPORATION**("**Tenant**") and is made with reference to the followingrecitals:

**RECITALS:**

A.       Pursuant to a Deed of Lease dated as of October 6, 2000, as amendedby a First Amendment to Deed of Lease dated as of February 16,2001, a Second Amendment to Deed of Lease dated as of April 5,2001, a Third Amendment to Deed of Lease and Partial TerminationAgreement dated as of December 13, 2002, a Fourth Amendment to Deedof Lease dated of even date herewith and the Consent, as definedbelow (collectively, the “**Wilson****Lease**”), Landlord hasleased to Wilson certain space (the “**Wilson****Premises**”) in the officebuilding located at 11955 Freedom Drive, Reston, Virginia (the“**Building**”), as moreparticularly described in the Wilson Lease. 

B.        Pursuant to a Sublease of even date herewith (the “**WilsonSublease**”), Tenant issubleasing the entire Wilson Premises from Wilson.  Landlordis consenting to the Wilson Sublease pursuant to, and subject tothe conditions set forth in, a Consent to Sublease by and amongLandlord, Titan and Wilson of even date herewith (the“**Consent**”).

C.       Pursuant to a Deed of Lease of even date herewith (the“**Lease**”), Landlordhas leased to Tenant certain space (the“**Premises**”) in theBuilding, as more particular described in the Lease.  ThePremises and the Wilson Premises shall be collectively referred toin this Work Agreement as the “**UnifiedPremises**.”

D.        Theparties hereto desire a unified work agreement with respect toinitial improvements to be made by (or on behalf of) Tenant in theUnified Premises.  Unless otherwise provided herein, all termsused in this Work Agreement that are defined in the Lease shallhave the meanings provided for in the Lease.

## Authorized Representatives.  Tenant designates DeanKershaw and/or Les Rose ("**Tenant's AuthorizedRepresentative**") as the person(s) authorized to approve inwriting all plans, drawings, specifications, change orders, chargesand approvals pursuant to this Agreement on behalf of Tenant. Landlord designates Peter Johnston and/or Peter Otteni(“**Landlord’s Authorized Representative**”)as the person(s) authorized to approve in writing all plans,drawings, specifications, change orders, charges and approvalspursuant to this Agreement on behalf of Landlord.  Wilsondesignates Barbara Vold (“**Wilson****’s AuthorizedRepresentative**”) as the person(s) authorized to approvein writing any items for which Wilson’s approval is requiredhereunder.  Where any party designates more than oneAuthorized Representative, then the act of any one of suchAuthorized Representatives shall be sufficient to bind suchparty.   Any party may designate a substitute AuthorizedRepresentative by written notice to the other parties to theaddresses set forth in the Lease and the Wilson Sublease, asapplicable.  No party shall be obligated to respond to anyinstructions, approvals, changes, or other communications fromanyone claiming to act on the other party’s behalf other thanthe other party’s Authorized Representative.  Allreferences in this Agreement to actions taken, approvals granted,or submissions made by a party shall mean that such actions,approvals or submissions have been taken, granted or made, inwriting, by such party’s Authorized Representative acting forsuch party.

## Landlord's Work.  Landlord has constructed thebase-building core and shell (the "**Base Building Work**") inaccordance with the final plans and specifications for theBuilding, as amended.  Landlord has delivered (or within 10days after the date hereof shall deliver) to TenantLandlord’s most current electronic version of the plans andspecifications for the Base Building Work, together with certainamendments and supplements thereto (the “**Base BuildingDeliverables**”).  In addition, Landlord shall makeavailable for Tenant’s review, Landlord’s filescontaining field orders, shop drawings, and other design changesaffecting any portion of the Unified Premises.  If thereexists a material discrepancy between the “as built”condition of any portion of the Unified Premises and the BaseBuilding Deliverables (and Tenant was not otherwise aware of suchmaterial discrepancy), and such unknown material discrepancyresults in Tenant being required to (and Tenant actually does)redesign the Leasehold Plans or incur increased construction costs,then to the extent Tenant incurs increased design or constructioncosts on account thereof, Landlord shall reimburse Tenant for thereasonable, out-of-pocket increase in such costs incurred by Tenanton account of such unknown material discrepancy.  ScheduleI attached hereto outlines the Base Building Shell. Landlord shall deliver to Tenant prior to the commencement of theconstruction of the Leasehold Work (i) the Base Building Worknon-residential use permit that has been issued by the appropriategovernmental authority, and (ii) an AIA certificate of substantialcompletion with respect to the Base Building Work.  As of theEffective Date, Landlord has not received any notice of anyviolation of any Legal Requirements that remains uncured withrespect to the Base Building Work.

## Architect and Engineers.

####        [Intentionally Deleted].

####       Tenant shall employ DBIArchitects, or such other architect that Landlord shall approve inits reasonable, discretion (the "**Leasehold Architect**") toprepare all plans for the initial leasehold improvements in thePremises (the “**Leasehold Work-Premises**”) and inthe Wilson Premises (the “**Leasehold Work-WilsonPremises**”).** ** The Leasehold Work-Premises andthe Leasehold Work-Wilson Premises are referred to collectively inthis Work Agreement as the “**LeaseholdWork**”.  Tenant shall employ TOLK (the “**BaseBuilding Engineers**”, who in this context shall bereferred to as the "**Leasehold Engineers**") to prepare theengineering drawings relating to the Leasehold Work; provided, however, if Tenant is unable to employ the BaseBuilding Engineers on terms reasonably acceptable to Tenant, Tenantshall retain another qualified engineer approved by Landlord, whichapproval shall not be unreasonably withheld, conditioned ordelayed. 

## [Intentionally Omitted].

## Plans for Leasehold Work.

####       Tenant shall cause the LeaseholdArchitect to prepare programming and space plans (the“**Space Plans**”) and design development drawings(the “**Design Drawings**”) for the Leasehold Workin the entire Unified Premises, in form approved by Tenant, forsubmission to Landlord’s AuthorizedRepresentatives), c/o Boston Properties, Inc., 4019th Street, N.W., Washington, D.C. 20004for its approval no later than September 30,2003.  If Landlord has any comments with respect to the SpacePlans and/or Design Drawings, Landlord shall make such commentsknown to Tenant within ten (10) business days following submissionof the Space Plans and Design Drawings, as applicable, toLandlord.  Tenant shall incorporate into the Leasehold Workthe standard design concepts shown on Schedule X attached tothis Work Agreement, except to the extent Landlord approvesexceptions therefrom.

####       Intentionally Omitted.

####       Tenant shall cause the LeaseholdArchitect and the Leasehold Engineers to prepare final constructiondocuments for the Leasehold Work in the entire Unified Premises, inform approved by Tenant, for submission to Landlord’sAuthorized Representative for its approval within a reasonableperiod of time following the date on which Landlord provides itscomments to the Space Plans and Design Drawings pursuant toParagraph 5(a) above, provided that the final constructiondocuments may not be submitted for bid of the Leasehold Work priorto Landlord’s review thereof.  If Landlord has anycomments with respect to the construction documents, Landlord shallmake such comments known to Tenant within ten (10) business daysfollowing submission of the construction documents toLandlord.  The construction documents for the Leasehold Workthat have been submitted by Tenant and approved by Landlord shallbe referred to herein as the "**Leasehold Plans**".  Anyreferences to “any component of the Leasehold Plans”shall include all prior versions and drafts of the Space Plans andDesign Drawings.

####       All plans, drawings anddocuments related to the Leasehold Work (and any change ordersrelated thereto) shall be submitted to Landlord for its approval inaccordance with this Work Agreement, which approval shall begranted or withheld in accordance with Paragraph 5(e)below.  If Landlord reasonably requires that any submissionfrom Tenant be modified in order to obtain Landlord’sapproval, then Tenant shall within a reasonable period of timeafter receipt of Landlord’s comments, resubmit reviseddocuments, plans, specifications or other materials, as the casemay be, incorporating Landlord’s requested changes andresponding to any other issues or questions raised by Landlord inits prior submission.  Such submission and approval processshall continue pursuant to Paragraphs 5(a), 5(c), and/or5(d) of this Work Agreement, as applicable, until approval isgranted as submitted and Tenant has addressed all other commentsraised by Landlord.  After Landlord has approved any componentof the Leasehold Plans, then Landlord shall not thereafter objectto any improvements specifically shown on the previously approvedplan, except to the extent other portions of the Leasehold Work(that were not shown on such approved plan) affect the approvedimprovements or as may be required by Legal Requirements, however,the foregoing shall not prevent Landlord from having the right tocomment on further details of any approved improvement as suchdetails are submitted to Landlord for approval in accordance withthis Agreement.  Landlord agrees to provide one (1)consolidated set of Landlord’s comments in response to eachTenant submission.  Landlord’s comments shall bedelivered to Tenant in whatever form Landlord reasonably deemsappropriate provided such comments are in sufficient detail forTenant to accordingly revise its plans.  If Landlord fails torespond to Tenant within the applicable time period (including withrespect to change order requests submitted to Landlord pursuant toParagraph 9 below), Tenant shall deliver a second writtenrequest for Landlord’s approval, which second request shallbe delivered to Landlord’s Authorized Representative andshall clearly state that the request will be deemed approved inaccordance with the applicable subparagraph of this Work Agreementif Landlord fails to respond within five (5) business days. If Landlord fails to respond to Tenant within five (5) businessdays after Landlord’s receipt of such second notice, thenLandlord shall be deemed to have approved the submission, request,or change order, as applicable.  Tenant shall be solelyresponsible for the compliance of the Leasehold Plans with allLegal Requirements and with all Loss Control Guidelines establishedby Landlord’s insurance carrier and in effect as ofMay 1, 1999, which Loss Control Guidelines shall besubstantially in the form of the draft Loss Control Guidelineseffective as of the date hereof and provided by Landlord to Tenantprior to the Effective Date, and Landlord’s approval thereofshall not constitute Landlord’s representation or approvalthat the Leasehold Plans (or any prior version in the developmentthereof) comply with Legal Requirements.

####       Notwithstanding the foregoing,Landlord shall not unreasonably withhold, condition, or delay itsconsent to any such plans, drawings or specifications (orclarifications thereof) provided however that if any portion ofsuch submission has (i) an impact on the construction, exteriorappearance, or appearance from the main lobby of the Building orother tenant premises and for those portions of the UnifiedPremises visible from the exterior of the Unified Premises, or (ii)an adverse affect on the base building systems, or structuralcomponents or structural integrity of the Building, or (iii) doesnot comply with Landlord’s standard design concepts asdescribed on Schedule X hereto, then Landlord may grant orwithhold its consent in Landlord’s sole and absolutediscretion.  Landlord’s approval of any of such plans,drawings and specifications shall not constitute Landlord’sapproval of any delays caused by Tenant and shall not be deemed awaiver of any rights or remedies that may arise as a result of suchdelays.  Notwithstanding the foregoing, any roof penetrationsshall be subject to Landlord’s approval in its sole andabsolute discretion and must be performed so as not to void oralter any roof guaranty or warranty.

####       Tenant shall reimburse Landlordfor all reasonable, third-party, out-of-pocket costs incurred byLandlord in reviewing the Leasehold Plans, or any componentthereof, relating to the Building structure or the base Buildingmechanical, electrical, HVAC, plumbing or fire and life safetysystems within twenty (20) days after Tenant's receipt of aninvoice therefor, or at Landlord’s option, Landlord maydeduct the same from the Improvements Allowance.  Tenant shalluse reasonable efforts to notify Landlord approximately five (5)days before it submits any plans, specifications or drawings toLandlord for approval to enable Landlord to arrange appropriatestaffing to review the submission in a timely fashion.

####       (1)  Within ten (10) daysafter the date hereof, Wilson shall deliver to Tenant the latestversion of its plans for the existing leasehold improvements on the15th and 16th floors of the Wilson Premises in CADD format. Simultaneously with Tenant’s delivery to Landlord of theSpace Plans and Design Drawings for the Unified Premises as setforth in Paragraph 5(a), Tenant shall also deliver copies ofthe Space Plans and Design Drawings (but not interim progressdrafts thereof) to Wilson for Wilson’s review and approval asprovided in this paragraph.  Wilson’s review of theSpace Plan and Design Drawings shall be to determine, in itsreasonable discretion, that (a) the Special Use Areas, in theaggregate (as defined below), are not allocated to the WilsonPremises on a materially disproportionate basis as between theWilson Premises and the Premises; and (b) the Leasehold Work– Wilson Premises is of the type that landlords havegenerally permitted in other Class “A”  officebuildings in the Northern Virginia area.  Wilson shall beentitled to withhold its approval if it reasonably determines thatthe conditions set forth in clauses (a) and (b) have not beensatisfied, and in such event Wilson shall not be liable for anydelay or re-design costs resulting from such determination. “**Special Use Areas**” shall mean laboratories,cafeterias, data center areas, areas with raised flooring, auditoriums (not including large conference facilities), trainingcenters and other improvements of a type that are not customarily constructed for general office use.  “SCIFimprovements” are specifically not included in this SpecialUse Area definition.   In addition, change ordersrequested by Tenant after Wilson’s approval of the SpacePlans and Design Drawings that materially and substantially changethe previously approved plans shall be submitted to Wilson for itsapproval in accordance with the foregoing standard. 

                       (2)        Wilson shall respondto such requests for approval within the same time periods and inthe same manner as Landlord is obligated to respond.   IfWilson fails timely to respond or improperly withholds its approvalas aforesaid, then it shall hold Landlord harmless from and againstany out-of-pocket costs incurred by Landlord on account of suchfailure, including additional abatement granted to Tenant pursuantto Section 3.1(b) of the Lease.   Similarly, ifLandlord fails timely to comply with its obligations under thisAgreement, then it shall hold Wilson harmless from and against anyout-of-pocket costs incurred by Wilson on account of such failure,including additional abatement granted to Tenant pursuant toSection 3.1(b) of the Lease.  Except as specificallyprovided in this subparagraph, Wilson shall not be liable to eitherLandlord or Tenant (i) for a failure of either to perform itsobligations to the other under this Work Agreement, (ii) for thecost of any work or improvements to be constructed pursuant to thisWork Agreement (except that Landlord may devote the Unfunded WilsonAllowance to the Leasehold Work-Wilson Premises), or (iii) for anydefect in design, construction, or equipment installed, injury topersons, damage to property, failures to comply with LegalRequirements, or mechanic’s lien claims arising from anyactivity, act or omission governed by or resulting from this WorkAgreement.  Notwithstanding anything herein to the contrary,Tenant shall have no claim whatsoever against Wilson under thisWork Agreement.  Landlord shall indemnify, defend, and holdharmless Wilson, and Tenant shall indemnify, defend and holdharmless Wilson, to the same extent that it (Landlord or Tenant)has agreed to do so for the benefit of the other (Tenant orLandlord) with respect to any activity, act or omission governed byor resulting from this Work Agreement, excluding (with respect toLandlord only) any matters for which Wilson is obligated toindemnify Landlord as provided above in this paragraph.

                       (3)        Landlord agrees thatin reviewing and approving the Leasehold Plans, and each componentthereof, and administering its other obligations under thisAgreement, Landlord shall, in good faith, apply a substantiallyuniform standard of review as between the plans related to theWilson Premises and the plans related to Premises (i.e.,Landlord shall not approve any component of Leasehold Work withrespect to the Wilson Premises that it would not approve withrespect to the Premises had such component been designed to belocated in the Premises).  At Landlord’s request, Tenantshall promptly confirm that Landlord has complied with theforegoing review obligations.

## [Intentionally Deleted]. 

## Cost of Leasehold Work.    The cost of the design, permitting andconstruction of the Leasehold Work (including all "soft" costs),and other project costs (collectively, the "**Leasehold Cost**")shall be borne by Tenant; provided, however, that Landlord shalldisburse the Improvements Allowance described in Paragraph 8below in accordance with this Work Agreement.  Any portion ofthe Leasehold Cost in excess of the Improvements Allowance (exceptto the extent any costs are reasonably increased as a result ofLandlord Delay) shall be borne by Tenant, and such excess amountsare referred to herein as "**Tenant's Expenses**."  Allamounts payable by Tenant pursuant to this Work Agreement shall beconsidered additional rent and subject to the provisions ofSection 19.6 of the Lease.

####       The Improvements Allowance shallbe separately accounted for and disbursed on a pro rata basis basedon a Leasehold Cost budget for the Wilson Premises (the“**Leasehold Cost-Wilson Premises**”), and aseparate  Leasehold Cost budget for the Premises (and, subjectto the provisions of Paragraph 8 below, Tenant may elect inits sole discretion to apply a portion of the Landlord Allowancetoward the Leasehold Work – Wilson Premises) (the“**Leasehold Cost-Premises**”) as more particularlydescribed below. 

####       In the event that the LeaseholdCost is greater than the Improvements Allowance, then a portion ofthe Improvements Allowance (or such portion thereof as has notpreviously been disbursed to pay Tenant's architectural,engineering and project management costs) shall be disbursed toTenant or the Leasehold Contractor in pro rata payments, based onthe percentage of the Leasehold Work that has been completed (butnot in excess of the sums actually being disbursed to the LeaseholdContractor).  If the cost to construct the Leasehold Work, asadjusted by any increase or decrease in Leasehold Costs resultingfrom change order, will exceed the unapplied (and unreserved)portion of the Improvements Allowance (the "**UnusedAllowance**"), then Landlord's pro rata share of the requisitionshall be determined by multiplying said requisition by a fraction,the numerator of which is the amount of the Unused Allowance as ofthe date of such requisition, and the denominator of which is thetotal cost to complete the Leasehold Work as adjusted by anyincrease or decrease in Leasehold Costs resulting from changeorders as of such date.    Notwithstanding the foregoingto the contrary, a condition precedent to Landlord’sobligation to disburse any portion of the Improvements Allowanceshall be the delivery to Landlord of (I) invoices for portions ofthe Leasehold Work, (II) partial lien waivers for such work fromall persons or entities that could file mechanics' or materialmen'sliens against the Building or the Land with respect to all workperformed or services or materials provided through the date ofeach such invoice (subject only to receipt of the requisitionedamount), (III) evidence that all labor or materials included withinthe Leasehold Work for which a requisition is being submitted hasbeen incorporated into the Unified Premises in accordance with thisWork Agreement, (IV) written authorization from Tenant to disbursethe portion of the Improvements Allowance being requisitioned and(V) such other documentation as may be reasonably requested byLandlord or its lender. 

####       In the event that the actualLeasehold Cost is greater than the Leasehold Contractor's approvedbid thereof plus the cost of change orders, then, except to theextent that such excess results from any Landlord Delay orLandlord’s gross negligence or willful misconduct, Tenantshall pay to Landlord as additional rent the excess of the actualLeasehold Cost over the Improvements Allowance as and when suchpayments are due (i.e., Tenant shall pay its pro rata shareof each requisition as described in Paragraph 7(b)hereof).  Subject to compliance with the provisions ofParagraph 8 with respect to application of the ImprovementsAllowance, any portion of the Improvements Allowance that remainsunreserved and unapplied by July 21, 2005 (but not in excess ofFive Dollars ($5.00) per rentable square foot) shall be appliedagainst the annual base rent first due and owing following theLease Commencement Date (the “**Base RentAllotment**”).  In addition, Tenant may use up to FiveDollars ($5.00) per rentable square foot for relocation costs,including, movers, consultants, furniture and equipment takedownand set up, data and telephone cabling and signage (the“**Relocation Allotment**”).  Any unappliedportion of the Improvements Allowance in excess of the Base RentAllotment and the Relocation Allotment shall be deemed waived andforfeited.

##       ImprovementsAllowance.  Landlord hereby agrees to grant Tenant anallowance (the "**Improvements Allowance**") in an amount equalto Eleven Million Two Hundred Twenty-One Thousand Three HundredDollars ($11,221,300.00), to be applied in accordance with thisWork Agreement.  A portion of theimprovements allowance provided to Wilson under the Wilson Lease inthe amount of Two Million Nine Hundred Forty-One Thousand SevenHundred Forty-One Dollars ($2,941,741.00) (the “**UnfundedWilson Allowance**”) has not yetbeen disbursed under the Wilson Lease, Landlord's agreement toadvance Unfunded Wilson Allowance shall be deemed to satisfyLandlord’s obligation under the Wilson Lease to advance anyfurther allowance to Wilson except to the extent any portion of theUnfunded Wilson Allowance remains undisbursed (and uncommitted) asof the date of any termination of the Wilson Sublease. The parties hereby agree that (a) at least Three Million SevenHundred Twenty-Four Thousand Nine Hundred Thirty Dollars($3,724,930.00) shall be applied toward the cost of LeaseholdWork-Wilson Premises (subject to Tenant applying (as provided inparagraph 7(c) hereof) a portion of such sum toward the BaseRent Allotment and the Relocation Allotment); (b) with respect toeach floor of the Unified Premises other than the 15thand 16th floors, Tenant shall expend at least ThirtyDollars ($30.00) per square foot of rentable area on such floortoward the cost of Leasehold Work on such floor, and together witheach request for disbursement, Tenant shall provide documentationas to the total then-current amount expended on each such floor;(c) Landlord shall have the right to audit Tenant’s books andrecords with respect to the Leasehold Work on an open-book basis;(d) if Tenant fails to expend at least Thirty Dollars ($30.00) persquare foot on each floor of the Unified Premises other than the15th and 16th floors, then Landlord shallhave the right to reserve any such unused portion of theImprovement Allowance until further improvements are constructed onthe applicable floor.

## Change Orders.  If, after Landlord has approved theLeasehold Plans, Tenant requests any change or addition to the workand materials shown thereon, then such change order shall requireLandlord's approval, which approval shall be granted or withheld inaccordance with the approval standard set forth in Paragraph5 above.  Landlord shall use reasonable efforts to respondpromptly to Tenant’s requests for changes.  In the eventa change order requested by Tenant with respect to the LeaseholdPlans causes the Leasehold Cost to exceed the amount of theImprovements Allowance, then all additional expenses attributableto any such change or addition requested by Tenant and approved byLandlord, shall be payable by Tenant pursuant to the provisions ofthis Work Agreement. 

## Landlord Delay.  If and to the extent Tenant shallbe actually delayed in completing the Leasehold Work as a resultof: (i) Landlord's failure to comply with any deadline specified inthis Exhibit for which there is no “deemed approved,”two-notice process, or (ii) Landlord's failure to pay when due anyportion of the Improvements Allowance, for which Tenant has timelyand properly submitted its request therefor pursuant to theprovisions of this Work Agreement (but only to the extent suchfailure actually delays the completion of the Leasehold Work), or(iii) Tenant being required to redesign or reconstruct theLeasehold Work as more particularly described in Paragraph 2above on account of the type of material discrepancy for whichLandlord is obligated to reimburse Tenant for excess costs, or (iv)latent defects in the Base Building Work discovered and requiringrepair during the course of construction of the Leasehold Work, or(v) Wilson’s failure timely to respond to Tenant’srequest for approval or Wilson’s improper withholding of itsapproval, then such delay shall constitute "**LandlordDelay**”.  Tenant shall notify Landlord’sAuthorized Representative (in writing and with reasonablespecificity) promptly upon Tenant’s becoming aware of theexistence of any such Landlord Delay and, notwithstanding thepreceding sentence, if Tenant fails to so notify Landlord (inwriting) as soon as reasonably practicable after Tenant becomesaware of an event that may cause such delay, then any period ofdelay prior to such notice shall not constitute Landlord Delay;provided, however, that no notice shall be required with respect toany Landlord Delays caused by clause (i) above.  Tenant shalluse good faith reasonable efforts to counter the effect of anyLandlord Delay; however, Tenant shall not be obligated to expendany additional amounts in such efforts (e.g., by employingovertime labor or by funding any portion of the allowances in thecase of a Landlord Delay pursuant to clause (ii) above) unlessLandlord agrees in advance to bear any incremental cost associatedwith such efforts (whether or not such efforts are ultimatelysuccessful).

## [Intentionally Omitted]. 

## Tenant Shall Employ Leasehold Contractor. Tenant’s construction manager shall enter into the contractwith the Leasehold Contractor and the following terms andconditions shall apply:

####       Selection of LeaseholdContractor.  The Leasehold Contractor shall be aqualified, licensed contractor selected by Tenant and reasonablyapproved by Landlord from the list attached hereto as ScheduleIX.

####       As Is Condition. All of the Unified Premises except those portions located on the15th and 16th floors of the Building arecurrently in the condition described on Schedule I attached hereto(“**Base Building Shell Condition**”).

####       [IntentionallyOmitted].    

####       Tenant's Project Manager.Tenant may employ a professional construction management firmreasonably approved by Landlord to provide project managementservices with respect to the Leasehold Work, and shall pay any feesdue to the project manager for such services; provided that Tenantmay draw upon the Improvements Allowance to pay suchfees. 

####       Performance of LeaseholdWork.  All work performed by the Leasehold Contractor andits subcontractors shall be performed in a good, workmanlike andsafe manner, in accordance with all applicable laws and regulationsand in substantial conformity with the approved Leasehold Plans(subject to reasonable changes, substitutions and refinementsrequested and approved pursuant to this Work Agreement). Landlord shall have the right to cause Tenant to correct, replaceor remove any improvements installed in the Unified Premises by theLeasehold Contractor or its subcontractors that do not comply withthe preceding sentence.  At no charge to Tenant, Landlordshall coordinate Tenant’s access to the Building, includingthe parking areas and rear entrances, loading dock, use of theBuilding’s service elevators and the stairwells.

####       Work Rules andCoordination. The Leasehold Contractor and all subcontractorsemployed by the Leasehold Contractor shall comply with the workrules and regulations attached hereto as Schedule V, and toany additional or modified work rules that may be reasonablyadopted by Landlord for the Building, and shall coordinate on anongoing basis with Landlord's project manager and constructionmanager concerning construction-related matters.  TheLeasehold Contractor shall conduct its activities in the Buildingin a manner that will not delay or interfere with any work beingperformed in the Building by any other contractor.  IfLandlord reasonably determines that the work being performed by (orthe manner in which the same is being performed) LeaseholdContractor or any of its subcontractors, agents or employees isdelaying (or may delay) substantial completion of any other work inthe Building or is proceeding other than as approved by Landlordpursuant to Tenant’s approved plans, then Landlord shallnotify Tenant thereof.  If such party fails to stop suchactivity within one (1) day, then Landlord shall have the right toorder the Leasehold Contractor or any of such other parties toimmediately stop work until such time as Landlord determines thatsuch activity will not affect substantial completion of the otherwork or so that the construction will proceed as approved byLandlord. 

####       Landlord's Approval ofSubcontractors. The Leasehold Contractor shall employ for theperformance of structural, mechanical, fire and life-safety,electrical and plumbing work in the Unified Premises, and for anywork affecting the exterior of the Building, only thosesubcontractors approved by Landlord, which approval shall not beunreasonably withheld, conditioned or delayed; provided, however,such approval shall not imply or effectively impose sole-sourceprocurement with any particular subcontractor or subcontractorsexcept with respect to the employment of the contractors underwarranty.

####       Leasehold Contractor'sInsurance. The Leasehold Contractor and its subcontractorsshall maintain insurance coverages as set forth on ScheduleV attached hereto.

####       Disbursement of theImprovements Allowance. The Improvements Allowance shall bedisbursed as set forth in Paragraphs 7(a)-(c). Disbursements will be made by Landlord following Tenant'ssubmission of a requisition and any supporting documentationreasonably required by Landlord (which requisitions shall besubmitted no more frequently than monthly). Provided suchrequisition and supporting documentation are received by Landlordno later than the twenty-fifth (25th) day of a calendarmonth, Landlord shall pay the amount of such requisition (up to theamount of the Improvements Allowance) by the of twenty-fifth(25th) day of the immediately-succeeding calendar month.On a progressive basis, with each request for a disbursement out ofthe Improvements Allowance, provided Landlord has disbursed theImprovements Allowance to the extent theretofore required underthis Work Agreement, Tenant shall obtain and deliver to Landlordprogressive lien waivers with respect to all work previouslyperformed in the Unified Premises and the Building from theLeasehold Contractor as well as any other contractors employeddirectly by Tenant.

####       Reimbursement by Tenant ofUtility Costs, Etc.  Tenant shall reimburse Landlord,within thirty (30) days after written demand, for the cost of anyutilities or services furnished to or consumed by the LeaseholdContractor or its subcontractors in the course of performing workin the Unified Premises, which cost is hereby conclusively agreedto equal eight and one-half cents (8.5¢) per rentable squarefoot per month for each floor on which the Leasehold Contractorperforms work during the course of such month.

####       Final Lien Waivers. Uponcompletion of the Leasehold Work, simultaneously with disbursementof the final installment of the Improvements Allowance that is tobe paid to the Leasehold Contractor, Tenant shall obtain anddeliver to Landlord final unconditional lien waivers with respectto all work performed in the Unified Premises and the Building fromthe Leasehold Contractor as well as any other contractors employeddirectly by Tenant. Should any mechanic's or materialman's lien befiled against the Unified Premises or the Building with respect tothe Leasehold Work, Tenant shall bond or pay off such lien withinten (10) days after the filing thereof.

####       Responsibility for Work.Except to the extent of any delay directly attributable to LandlordDelay, Tenant shall be solely responsible for the progress ofconstruction of the Leasehold Work and for the quality or fitnessthereof. Tenant shall be liable for any damage to the Building orthe base-building systems caused by Tenant, the LeaseholdContractor, or any of its subcontractors.

####       Permits.  Tenantshall obtain all governmental permits and approvals relating to theperformance of the Leasehold Work.  Copies of all buildingpermits, non-residential use permits, and other governmentalnotices, permits or licenses received with respect to the LeaseholdWork shall be promptly furnished to Landlord.

####       As-Built Drawings. Upon completion of the Leasehold Work, Tenant shall comply with andprovide Landlord with the documents andmaterials set forth in the close-out requirements as set forth onSchedule VII attached hereto and made a parthereof.

[signatures on following pages]

#### IN WITNESS WHEREOF,Landlord, Tenant and Wilson have executed this Work Agreement underseal on or as of the day and year first above written.  By itsexecution hereof, Wilson does not assume any obligations created byLandlord, and Wilson only has those rights and obligationsspecifically assigned to it by this Work Agreement.

**LANDLORD:**

**TWO FREEDOM SQUARE,L.L.C.**

By:           BOSTONPROPERTIES LIMITED                                                  PARTNERSHIP, a Delaware limited partnership

                By:       BOSTON PROPERTIES,INC.,

                a Delaware corporation, its sole general partner

By:    __________________[SEAL]           Name: ________________________           Title:   ________________________

                                                                       By:       TERRABROOK TWO FREEDOM                                                                                    SQUARE, L.L.C., a Delaware limited                                                                                    liability company, member                                                                                   By:     ________________________[SEAL]                                                                                   Name: ________________________                                                                                   Title:   ________________________

                                                                       **TENANT:**

                                                                       **THE TITAN CORPORATION**, a Delawarecorporation

WITNESS:

By:      _________________                         By:      ____________________________________

Title:    ________________                           Name:  ____________________________________                                                                       Title:    ____________________________________

                                                           [CORPORATE SEAL]

[signaturescontinue on following page]

                                                                       **WILSON:**

WILSON SONSINI GOODRICH& ROSATI,

ProfessionalCorporation

By:________________________________

       Donna M. Petkanics

       ManagingDirector, Operations

By:________________________________

       Bradford C.O’Brien

       AssistantSecretary

**WORKAGREEMENT**

**SCHEDULEI**

**BASEBUILDING SHELL CONDITION ITEMS**

Building structure including foundations, slab on grade,supported slabs and structural concrete.

Fireproofing of structural steel as required by code.

Men’s and women’s toilet rooms substantiallycomplete including plumbing and fixtures, paint and lighting percode (including the ADA).

Drinking fountains installed per code (including the ADA).

Electrical closets complete with tenant panel for power andlighting.

Building fire stairs complete.

Mechanical equipment rooms complete with air handlers andductwork.

Mechanical penthouse substantially complete with base buildingequipment.

Elevators, cabs, frames and entries.

Primary HVAC loop ductwork from the mechanical rooms around thecores.

VAV boxes at a ratio of one box with control thermostat per 1500RSF (coiled up awaiting tenant walls).

Drywall ready for paint around columns, outside of cores andperimeter wall.

Fire command center substantially complete.

Fire alarm system with connections to base building equipment(tamper and flow switches, HVAC units, elevators, etc.). System to be sized to accept tenant devices.

Fire sprinkler pump (if required) with tamper and flow switcheson the risers, sprinkler loop on each floor with heads in basebuilding areas (toilet, mechanical, stair towers, penthouse,etc.).

Electrical capacity in the bus duct will be provided at 2watts/RSF “connected” for lighting and 4.0 watts/RSF“connected” for power.

Perimeter security system.

Loading dock with exterior doors and bumpers.

Exit lights at each base building exit.

Base building emergency generator.

One inch aluminum window blinds.

**WORKAGREEMENT**

**SCHEDULEII**

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**WORKAGREEMENT**

**SCHEDULEIII**

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**WORKAGREEMENT**

**SCHEDULEIV**

**RULESAND PROCEDURES FOR CONTRACTORS**

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The following requirementshave been developed to ensure that modifications or improvements tothe building and/or building systems and equipment are completed tobuilding standards while maintaining a level of safety consistentwith industry standards.  The review of tenant plans and/orspecifications by Two Freedom Square, L.L.C.(“**Landlord**”) and its insurers,consultants or other representatives, does not imply that any plansso reviewed comply with applicable laws, ordinances, codes,standards or regulations.  Nor does Landlord’s review orapprovals imply that any work is to be preformed atLandlord’s expense.

Landlord has the explicitright to remove from the project any person who does not complywith these rules after one day’s notice.

**I.                    GENERAL**

No work will be performed until the Landlord has received two(2) sets of signed and sealed drawings and specifications and hasgiven written approval, which approval shall not be unreasonablywithheld, conditioned or delayed provided the sealed documents areconsistent with the Leasehold Plans.

All modifications to the building or to the building systems andequipment must comply with state, federal and local codes andordinances.

Prior to the work commencing, a building permit must be obtainedand displayed and a certificate of insurance from the contractormust be furnished to the Landlord naming as additional insured, perthe following:

Two Freedom Square,L.L.C.Boston Properties Limited Partnership, a Delaware LimitedPartnership

Boston Properties, Inc., aDelaware Corporation

BP Management, LP, aDelaware Limited Partnership

Boston Properties, L.L.C.,a Delaware Limited Liability CompanyTerrabrook Two Freedom Square, LLC, a Delaware limited liabilitycompany.

At the completion of the work, the Tenant shall direct theContractor to furnish the Landlord with one (1) set ofreproducible, two (2) sets of blue-line prints and one completeCADD.DWG disk file showing the final as-built construction workperformed.

After initial occupancy the Landlord will be notified by thecontractor of all work scheduled and will be provided with a listof all personnel working in the building.

Before any new electrical or mechanical equipment is installedin the building, the Contractor will submit a copy of themanufacturer's data sheet along with complete shop drawings andsubmittals to the Landlord for approval.  Landlord shallrespond to such request for approval within 5 business days.

The Contractor must furnish the Landlord with a list of allsubcontractors including emergency phone and/or pager numbers priorto commencing the work.

The Contractor must provide an on-site project superintendent atall times that construction work is in progress.  Thissupervisor must be knowledgeable of the project’s scope ofwork and have adequate on-site reference materials including plans,specifications and MSDS information on all materials used in theperformance of the work.

All workers must be dressed appropriately when working in anoccupied building. Shirts must be worn at all times.  Noshorts are permitted.

After initial occupancy of the building, all carts must befurnished with pneumatic tires and rubber bumpers.

Smoking is not allowed in any occupied building.

After initial occupancy of the building, the use of radios isprohibited.

Prior to start of work, all blinds must be raised and bagged,all windowsills and other base building components must beadequately protected and the protection must be maintained. Workers must not stand on windowsills or other buildingcomponents.

Any work that requires access to another tenant’s spacemust first be coordinated through the Landlord.  All costs ofsecurity or building engineering services required due toContractor’s work [or during the performance of theContractor’s work] shall be charged to the Tenant.

Dumping of construction debris into building drains, mop sinks,trash dumpsters, etc. is strictly prohibited. If this does occur,Contractor shall be charged 200% of the cost of clearing any drainwhere evidence of this is found including administrative time.

  Base building restrooms within the construction area willbe available for use by Contractor unless landlord dedicates analternate location.  Contractor shall be responsible for anydamage to the restrooms and for cleaning and stocking duringconstruction. All other base building restrooms shall be locked andare not to be used by construction personnel.

Use of the building stairwells for moving construction materialsand construction personnel shall be limited to the stairwelldesignated by Landlord.

The Contractor shall repair all existing public area finishesdisturbed by the new tenant work or damaged by theContractor’s or subcontractor’s personnel. 

There is to be no contact, comments, etc. with building tenants,their employees, clients, guest, etc.

No work will be performed from 8:00 a.m. to 6:00 p.m. that willdisturb or inconvenience any existing tenants in the building (e.g.core drilling, shooting track, noxious odors, etc.). The Landlordmust preapprove any work that entails noise, vibration or noxiousodors.

Prior to core drilling or cutting, all slabs must be x-rayed andthe Landlord’s structural engineer must review x-rays beforecommencing the work.  If obstructions are detected, relocatethe core drill as necessary.

Any roof related work must be performed by the base buildingroofing contractor.

Contractor shall immediately report all accidents to theLandlord in writing after first notifying the Landlord bytelephone.

Landlord shall approve manufacture of lockset and key cores forcompatibility with building master keying system.

# LIFE SAFETY

Contractor shall furnish Landlord one set of sprinkler shopdrawings once they are completed by subcontractor and ready forsubmittal to the Fire Marshall.  Once approved by the FireMarshall, the Contractor shall furnish Landlord one set of theapproved sprinkler shop drawings.

Contractor will not disconnect, tamper with, delete, obstruct,relocate, or expand any life safety equipment, except as indicatedon drawings approved by the Landlord. Contractor shall notinterfere with or delay any other inspections scheduled prior toContractors inspections or testing.

Contractor will take necessary precautions to prevent accidentalfire alarms.  Any unit or device temporarily incapacitatedwill be red-tagged "Out of Service" and the Landlord will bealerted prior to the temporary outage.  See attached“Guidelines for Managing Construction Project Fire ProtectionImpairment”.

The base building fire alarm system shall monitor all tenantinstalled special fire extinguisher/alarm detection systems. Theconnections to the base building fire alarm system will be at thetenant’s expense.

All Tenant installed fire alarm initiation and notificationdevices that connect with the base building fire alarm system shallmatch the base building system and be approved by the Landlord.

All connections to the building’s existing fire alarmsystem are to be made only by the subcontractor specified by theLandlord.

All fire alarm testing will be scheduled at least 72 hours inadvance with the Landlord and must occur after normal businesshours if the building is occupied.

Combustible and hazardous materials are not allowed to be storedin the building without prior written approval of theLandlord.  Material safety data sheets on all

  materials to bestored in the building must be kept on site and a copy submitted tothe Landlord.

Dust protection of smoke detectors must be installed and removedat the end of the day (if operational).  Dust protection isrequired during construction to avoid false fire alarms anddamaging of detector system.  Filter media must be installedover all return air paths to any equipment rooms prior todemolition.  The media must be maintained during constructionand removed at substantial completion.

All buildings are to be fully protected by automatic sprinklersystems in accordance with Landlord’s standards andspecifications.

All sprinkler systems and equipment are to be designed andinstalled in accordance with the current standards of the NationalFire Protection Association.

All equipment, devices and materials used in the installationshould be listed by UL and FM Approved.

Connections to the base building sprinkler system/standpiperiser shall be provided with a control valve and water flow alarmdevice.  Sprinkler system control valves shall be UL Listedand FM Approved, clockwise closing, indicating valves withsupervisory switches.

The entire sprinkler system should be designed and installed inaccordance with NFPA Pamphlet No. 13, 231 and 231C latestissues.

Note #1: If concealed typesprinkler heads are to be utilized in office areas, the system isto be designed as an Ordinary Hazard Group 1 System.

Note #2:  For lighthazard designed systems, the hydraulically most remote design areashall not be allowed a 40% reduction.  The minimum design areashall be 1500 square feet.

Enclosed, as Attachment “A”, is a copy of theimpairments and hot work procedures.

P.        All corrective work tothe fire alarm system due to the Tenant’s Contractor workshall be charge to the Tenant.

# PARKING - LOADING DOCK

Contractors, subcontractors and their personnel will not use theloading dock area for daytime parking without first obtainingpermission from the Landlord 48 hours in advance to better assuredock availability.  Unauthorized vehicles will be ticketed andtowed.

Use of the loading dock for deliveries/trash removal must bescheduled through the Landlord.

Material that does not fit into the service elevator must bedelivered through a window opening.  The Contractor will beresponsible to remove and replace the glass and to adequatelyprotect the window framing with prior approval from theLandlord.

Landlord’s designated glazing subcontractor must performremoval and replacement of exterior glass.

# UTILITIES

Utilities (i.e. electric, gas, water, telephone/cable) will notbe cut off or interrupted without 48 hour notice and writtenpermission of the Landlord and affected tenants.

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# SECURITY

When it is deemed necessary by the Landlord to temporarily issueany key(s) or access card(s) to a contractor, Contractor will beresponsible for controlling possession and use of the key(s) oraccess card(s) and will return them daily to the Landlord.

Contractor will be responsible for locking any secure area madeavailable to Contractor whenever that area is unattended.

Contractors may be required to wear identification badges, inwhich case the badges will be issued by the Landlord to theContractor.

# ELEVATORS

No passenger elevators will be used to move constructionmaterial or construction personnel.

The service elevator can be used to move construction personnelat any time during the day, provided the elevator doors are notheld open.  The service elevator can not be used to moveconstruction materials into the building during building operatinghours unless approved in writing by Landlord.  All other usagemust be scheduled with the Landlord with at least 48 hoursnotice.

Any costs to repair damage to the elevators including dust ordirt in machine rooms or shaft or costs for service calls resultingfrom the contractor’s operations will be charged to theTenant.

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# CLEANING

Contractor will remove all trash and debris daily or as often asnecessary to maintain cleanliness in the building(s).  Thebuilding trash compactors or containers are not to be used forconstruction debris.

Walk-off mats or other protection must be provided at doorentrances where work is being performed.

Carpeting shall be protected by plastic runners or hardboard asnecessary to maintain cleanliness and to protect carpets fromdamage.

Tile, granite and wood floors shall be protected from damage asnecessary.

Contractor will furnish a vacuum(s) with a supply of clean bagsand an operator to facilitate ongoing clean- up.

Trash removal will be scheduled and coordinated with theLandlord.

Contractors must remove all food cartons and related debris fromthe work area on a daily basis.

Driveway and street cleaning by Contractor will be required whenContractor’s work has created mud or debris.

# MECHANICAL AND ELECTRICAL WORK

Any installation or modification to building HVAC systems mustbe first submitted for review by the Landlord.  This includesbase building systems as well as supplemental units and/or exhaustor system.

The mechanical plan must be prepared by a licensed engineer andmust show size and location of all supply and return grilles. TheLandlord’s MEP engineer will review all MEP drawings. TheTenant will pay for the cost of this review.

Contractors modifying ductwork, air grilles, VAV boxes, etc.shall be responsible for balancing the air and water systems asnecessary and all air balancing is to be done in the presence ofthe Landlord. Two copies of all balance reports shall be submittedto Landlord for review and approval.

Any domestic or condenser water connections made to thebuilding's piping system, must include a high quality isolationvalve, (brass bodied gate or ball-type) and adequate system drainvalves.  If the system piping is of a different material adielectric union must be installed.  All valves and equipmentmust be easily accessible; access doors are required in drywall orother fixed construction.

Exhaust fans will not be installed which discharge into a returnceiling plenum.  Such fans will be ducted to the outside viaexhaust shafts or other routes as approved by the Landlord.

Where independent tenant-owned air conditioning units areinstalled, an electric submeter will be used or a flat rateelectricity charge paid by the Tenant based on anticipatedconsumption will be established.

All wiring that is not reusable for telecommunications andelectrical systems including conduit, BX cable, electric, telephoneor data wiring shall be removed from the ceiling back to theoriginating terminal block or panel.

The installation of tenant equipment (except emergency lightingper code) on the base building emergency power supply systems isnot permitted.

Any existing mechanical systems and their controls that are toremain shall be properly “commissioned”.  That is,at the beginning of the job the systems will be turned over to theContractor in working condition by the Landlord.  Beforebeginning any work, the Contractor should inspect the mechanicalsystems and their controls to ensure their working condition. The Contractor should advise the Landlord of any noteddeficiencies.  At the end of the job, the Contractor will beresponsible for the proper operation of the mechanicalsystems.  All circuit breaker panels must be clearly andaccurately identified with typed labels.

All smoke detectors shall be properly protected with bags priorto start of work each day.  Bags shall be removed uponcompletion of the day’s work (if operational).

All base building mechanical equipment shall be properlyprotected with prefilters, dust covers etc. prior to start ofwork.  Protection shall be removed and equipment wiped down atcompletion.

Final fire alarm connections are to be performed byLandlord’s designated subcontractor. All costs to be paid forby tenant 

Energy management and building control work to be performed byLandlord’s designated subcontractor.

Tenant installed equipment that supplements existing basebuilding equipment such as VAV boxes, fire alarm devices, controlwork; etc. shall be identical to the existing base buildingequipment to facilitate warranty and maintenance operations.

O.       All concealed equipment shallbe located with necessary accessibility for maintenance andrepair.

Attached, as Attachment“B”, is a copy of the Tenant Design Guidelines formechanical and electrical information and requirements.

**ATTACHMENTA**

**to**

**SCHEDULE IV OF WORK AGREEMENT**

**GUIDELINES FOR MANAGING CONSTRUCTIONPROJECT FIRE PROTECTION IMPAIRMENTS**

**GUIDELINES FOR MANAGING CONSTRUCTIONPROJECT FIRE PROTECTION IMPAIRMENTS**

Impairments to thebuilding sprinkler and fire alarm systems are typically requiredwhen renovations involve changes to these systems.  Thefollowing impairment procedures must be adhered to wheneverimpairments to the sprinkler or fire alarm systems are required orencountered.

Contractors requiring an impairment shall: (i) be prepared tofurnish information to the Landlord’s fire safety supervisor/ impairment coordinator as required to complete the pre-impairmentchecklist, (ii) request a red tag permit and be prepared to fulfillthe responsibilities assigned to the contractor, (iii) uponcompletion of the work or to release the impairment the contractorshall return the Red Tag Permit, and (iv) assist in completing thesystem restoration checklist with the fire safety supervisor /impairment coordinator. Enclosed as Attachment A-1 is a copy of theImpairment Checklist, the Red Tag Permit and the RestorationChecklist. Important points are as follows:

A Red Tag Permit is required for any impairment of the sprinkler/ fire alarm systems.

Each permit will be valid for one shift.

Plan all work to minimize the duration of the system(s)impairment.

The actual impairment of the system(s) should not take placeuntil all personnel, material and equipment are at the worklocation.

If possible, isolate only the work zone for impairment. System(s) must be restored at the end of work shift.

Impairments to large areas or that would affect primary lifesafety system(s) should be scheduled for times when the building orarea is unoccupied.  Fire watch tours of the impaired areashall be established and when possible personnel should be providedat closed valves or fire pumps to quickly restore the system if afire occurs.

Hot work or other hazardous-type operations should not beconducted in an area where the fire protection or life safetysystem(s) are impaired.

If any hot work or hazardous operations are necessary as part ofthe impairment, fire watches must be established.

A Hot Work Permit is required for any temporary operationproducing open flame or sparks.  This includes brazing,cutting, grinding, soldering, pipe thawing, torch-applied roofingand welding. Contractors requiring a hot work permit shall: (i) beprepared to furnish information to the Landlord’s fire safetysupervisor / impairment coordinator as required to complete the hotwork permit, (ii) be prepared to fulfill the responsibilitiesassigned to the contractor in the hot work permit, (iii) notify thefire safety supervisor / impairment coordinator upon completion ofthe work, and  (iv) assist in closing out the hot work permitwith the fire safety supervisor / impairment coordinator. Enclosedas Attachment A –2 is a copy of the Hot Work Permit. Important points are as follows:

If there is a practical and safer way to do the job without hotwork, we require that method be used.

No hot work is permitted without authorization from theLandlord’s representative serving as, the fire safetysupervisor / impairment coordinator, in the form of a signed hotwork permit.  This permit will be valid for a maximum of oneeight-hour shift.  After this time, another permit must beobtained from and signed by the fire safety supervisor / impairmentcoordinator, before any additional hot work can continue.

Specific fire fighting equipment and protection material will berequired at the hot work site before work starts.  Contractorshall provide all equipment and protection required to ensure firesafe operations or otherwise specified by the Landlord.

No hot work is permitted without a designated fire watchpresent.  The contractor is responsible to provide necessarypersonnel to conduct a fire watch (as defined in the hot workpermit) or otherwise specified by the fire safety / impairmentcoordinator. If unsafe conditions are observed, the hot workoperation will be stopped until the hazard is neutralized oreliminated.  Additionally, the fire safety supervisor /impairment coordinator must be notified immediately of all unsafeor hazardous conditions.

The contractor will verify that all hot work equipment is inproper working order.  An inspection of the equipment may beconducted by the fire safety supervisor / impairment coordinatorbefore the hot work permit is issued.  Any unsafe equipmentmust be removed from the property and replaced prior to startinghot work.

All contractor-owner equipment or materials stored in thefacility overnight must be properly secured in an area designatedby the fire safety supervisor / impairment coordinator.

A sprinkler impairment andhot work in the same zone at the same time will not beallowed.

**ATTACHMENTA-1**

**To**

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**SCHE****DULE IV OFWORK AGREEMENT**

**IMPAIRMENT CHECKLIST, RED TAG PERMITAND RESTORATION CHECKLIST**

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**ATTACHMENTA-2**

**To**

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**SCHEDULE IV OF WORK AGREEMENT**

**HOT WORKPERMIT**

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**ATTACHMENTB**

**To**

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**SCHEDULE IV OF WORK AGREEMENT**

**TENANT DESIGN GUIDELINES[to be attached]**

**WORKAGREEMENT**

**SCHEDULEV**

**INSURANCE REQUIREMENTS FOR TENANT'SCONTRACTOR**

Tenant’s Contractorsshall procure and maintain for the duration of the contractinsurance against claims for injuries to persons or damages toproperty which may arise from or in connection with the performanceof the work hereunder by the contractor, his agents,representatives, employees, or subcontractors.  The cost ofsuch insurance shall be included in the contractor's bid, unlessotherwise specified.

**           Minimum Scope of Insurance**

Coverageshall be at least as broad as:

Insurance Services Office "occurrence" form CG 00 01 (ed. 10/93)covering commercial general liability or its equivalent.

Insurance Services Office form CA 00 01 (ed. 6/92) coveringautomobile liability, Code 1 "Any Auto" and Endorsements CA 22 32ed. 4/92) and CA 01 12 (ed. 6/91).

Workers compensation insurance as required by labor code of thejurisdiction in which the Building is located, and employersliability insurance.

**           Minimum Limits of Insurance**

Contractorshall maintain limits no less than:

Commercial general liability: $1,000,000 combined single limitper occurrence for death, bodily injury and property damage.Minimum $2,000,000 aggregate.  (The general aggregate limitshall apply separately to this project/location or the generalaggregate shall be twice the required limit.)

Automobile liability: $1,000,000 per person/$2,000,000 peraccident for death, bodily injury and property damage.

Workers compensation and employers liability: Workerscompensation limits as required by the labor code of thejurisdiction in which the Building is located and employersliability limits of $1,000,000 per accident.

Umbrella Liability:  $5,000,000 per occurrence and$5,000,000 aggregate (The aggregate limit shall apply separately tothis project/location). 

**      Coverages**

General Liability and Automobile Liability Coverage

####       The managing agent of theBuilding, the holder of any mortgage (as defined in Section21.17 of the Lease), and their respective officers andemployees are to be covered as additional insureds as respects:liability arising out of activities performed by or on behalf ofthe contractor; products and completed operations of thecontractor; premises owned, leased, or used by the contractor; orautomobiles owned, leased, hired, or borrowed by thecontractor.  The coverage shall contain nospecial limitations on the scope of protectionafforded. 

####       Thecontractor's insurance coverage shall be primary insurance asrespects the Landlord, its officers, officials, and employees. Anyother insurance or self-insurance maintained by the Landlord, itsofficers, officials, and employees shall be excess of and notcontribute with the contractor's insurance.

####       Anyfailure to comply with reporting provisions of the policies shallnot affect coverage provided to the agency, its officers,officials, and employees.

####       The contractor's insurance shallapply separately to each insured against whom claim is made or suitis brought except with respect to the limits of the insurer'sliability.

Workers Compensation and Employers Liability Coverage

The insurer shall agree to waive all rights of subrogation againstthe Landlord, its officers, officials, and employees for lossesarising from work performed by the contractor for theLandlord.

      All Coverages

Eachinsurance policy required by this clause shall be endorsed to statethat coverage shall not be suspended, voided, canceled by eitherparty, reduced in coverage or in limits except after 30 days' priorwritten notice by certified mail, return receipt requested, hasbeen given to the city.

**      Acceptability ofInsurers**

Insurance is to be placedwith insurers licensed to do business in the jurisdiction in whichthe Building is located, that have been approved in advance by theLandlord, with a Best's rating of no less than A:XI unless specificapproval has been granted by the Landlord.

**      Verification ofCoverage**

Contractorshall furnish the Landlord with certificates of insuranceevidencing the coverages required by this Article. The certificatesfor each insurance policy are to be signed by a person authorizedby that insurer to bind coverage on its behalf. The certificatesare to be on ACORD Form 27 and/or ACORD Form 25-S, or otherforms that are similarly binding on insurers,which forms are to be received and approved by the Landlord beforework commences. In addition, the Landlord shall require anendorsement naming the Landlord, the managing agent of theBuilding, the holder of any mortgage (as defined in Section21.1 of the Lease) and their respective officers and employeesas additional insureds or loss-payees (whichever is applicable).The Landlord reserves the right to require Tenant to delivercomplete, certified copies of all required insurance policies, atany time.

**      Subcontractors**

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Contractors shall includeall subcontractors as insureds under their policies or shallfurnish separate certificates for each subcontractor in the formdescribed in clause E above. All coverage for subcontractors shallbe subject to all of the requirements stated herein. Commercialgeneral liability coverage shall include independent contractorscoverage, and the contractor shall be responsible for assuring thatall subcontractors are properly insured. 

**SCHEDULE VI[INTENTIONALLY OMITTED]**

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**SCHEDULE VII**

**CLOSE-OUT REQUIREMENTS**

The following items arerequired from the general contractor prior to final payment beingmade:

##       One complete set of allOperations and Maintenance Manuals bound in notebooks with anindex, as specified in the project manuals.

##       Two sets of thecontractor’s record set drawings on paper sepia reproducibleform and in CADD form including architectural, structural,plumbing, fire protection, elevator, mechanical, and electricaldrawings.  The as-built must include and modifications made tothe specifications, schedules and details and all changes initiatedby requests for information and field orders. 

##       Copies of all building permitsand Non-Residential Use permits, or occupancy permits.

##       Final Releases of Liens from thegeneral contractor and all major subcontractors.

##       One copy of all warranties boundin notebooks with a corresponding warranty log.

##       One complete set of all approvedsubmittals and shop drawings and a copy of the final submittal logif provided by the contractor.

##       A complete list of all persons,including names, addresses, phone numbers and contact persons thatwill be providing warranty service during the warrantyperiods.

##       [Intentionally Deleted].

##       One copy of NEBB certified airand water balancing reports.

##       When the general contractorconsiders the work to be ready for final acceptance, writtencertification from the general contractor shall be submittedstating the following:

## (a)       Work has been completed in accordance with the contract documentsand Tenant Plans;

## (b)        Allpunch list items and other deficiencies identified by theCertificate of Substantial Completion have beencorrected;

## (c)       Work has been inspected for compliance with the contract documentsand Tenant Plans;

## (d)        Allmechanical and electrical equipment and systems have been tested inthe presence of the Landlord’s representative and areoperational; and

## (e)       Record set drawings have been reviewed and areaccurate.

**SCHEDULEVIII**

**[INTENTIONALLY OMITTED]**

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**SCHEDULEIXAPPROVED LIST OF CONTRACTORS**(if Tenant is engaging the contractor)

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**1.        **

**2.        **

**3.        **

**4.        **

**5.        **

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**SCHEDULEXSTANDARD DESIGN CONCEPTS**

**EXHIBITC**

**RULESAND REGULATIONS**

This Exhibit C isattached to and made a part of that Deed of Lease dated as of April 1, 2003 (the "**Lease**"), between **TWO FREEDOMSQUARE, L.L.C.**  (collectively, "**Landlord**") and**THE TITAN CORPORATION** ("**Tenant**").  Unless thecontext otherwise requires, the terms used in this Exhibit Cthat are defined in the Lease shall have the same meanings asprovided in the Lease.

The following rules andregulations have been formulated for the safety and well being ofall tenants of the Building and to insure compliance with municipaland other requirements. Strict adherence to these rules andregulations is necessary to guarantee that each and every tenantwill enjoy a safe and undisturbed occupancy of its premises in theBuilding.  Any continuing violation of these rules andregulations by Tenant shall constitute a default by Tenant underthe Lease (subject to the notice and cure period set forth inSection 19.1(b) of the Lease).

The Landlord may, uponrequest of any tenant, waive the compliance by such tenant of anyof the following rules and regulations in any particular instance,provided that (i) no waiver shall be effective unless signedby Landlord, or its authorized agent, (ii) any such waivershall not relieve such tenant from the obligation of complying withsuch rule or regulation in the future unless otherwise agreed to byLandlord, (iii) no waiver granted to any tenant shall relieveany other tenant from the obligation of complying with these rulesand regulations, unless such other tenant has received a similarwritten waiver from Landlord, and (iv) any such waiver byLandlord shall not relieve Tenant from any liability to Landlordfor any loss or damage occasioned as a result of Tenant's failureto comply with any rule or regulation.

######       The sidewalks, entrances,passages, courts, elevators, vestibules, stairways, corridors,halls, and other parts of the Building not exclusively occupied byany tenant shall not be obstructed or encumbered by any tenant orused for any purpose other than ingress and egress to and from eachtenant’s premises. If a tenant’s premises are situatedon the ground floor of the Building, the tenant thereof shall, atsuch tenant’s own expense, keep the sidewalks and curbdirectly in front of its premises clean and free from ice andsnow.  Landlord shall have the right to control and operatethe public portions of the Building, and the facilities furnishedfor common use of the tenants, in such manner as Landlord deemsbest for the benefit of the tenants generally.  No tenantshall permit the visit to its premises of persons in such numbersor under such conditions as to interfere with the use and enjoymentof the entrances, corridors, elevators and other public portions orfacilities of the Building by other tenants.

######       No awnings, projections,pictures or other items shall be attached to the outside walls ofthe Building without the prior written consent of Landlord. No drapes, blinds, shades, screens, pictures, paper or other itemsshall be attached to or hung in, or used in connection with, anywindow or door of the Premises, without the prior written consentof Landlord.  All awnings, projections, curtains, blinds,shades, screens, lighting, ceiling tiles, wall surfaces and otherfixtures, including those used within the interior of the Premisesif visible from outside the Premises, must be of a quality, type,design and color, and attached in the manner approved byLandlord.  No furniture, configurations, material andequipment storage (including the temporary stacking of boxes) orinterior decorations in the Premises that are visible from outsidethe Premises shall be placed in the Premises without the priorwritten consent of Landlord.

######       No showcases or other articlesshall be put in front of or affixed to any part of the exterior ofthe Building, nor placed in the halls, corridors or vestibuleswithout the prior written consent of Landlord.

######       The water and wash closets andother plumbing fixtures shall not be used for any purposes otherthan those for which they were constructed, and no debris, rubbish,rags, or other substances shall be thrown therein.  All damageresulting from any misuse of the fixtures shall be borne by thetenant who, or whose servants, employees, agents, visitors orlicensees, shall have caused the same.

######       There shall be no marking,painting, drilling into or defacement of the Building or any partof the Premises that is visible from public areas of theBuilding.  Tenants shall not construct, maintain, use oroperate within their respective premises any electrical device,wiring or apparatus in connection with a loud speaker system orother sound system, except as reasonably required as part of acommunication system approved prior to the installation thereof byLandlord.  No such loud speaker or sound system shall beconstructed, maintained, used or operated outside of thePremises.

######       No bicycles or vehicles and noanimals, birds or pets of any kind shall be brought into or kept inor about the Building or any tenant’s premises, except thatthis rule shall not prohibit the parking of bicycles or vehicles inthe garage in the Building.  No cooking or heating of foodshall be done or permitted by any tenant on its premises, exceptthat Tenant’s employees may heat food in a microwave withinthe Premises provided the food smell does not emanate from thePremises.  No tenant shall cause or permit any unusual orobjectionable odors to be produced upon or permeate from itspremises.

######       No space in the Building shallbe used for the manufacture of goods for sale in the ordinarycourse of business, or for the sale at auction of merchandise,goods or property of any kind.  Furthermore, the use of itspremises by any tenant shall not be changed without the priorapproval of Landlord.

######       No tenant shall make anyunseemly or disturbing noises or disturb or interfere withoccupants of this or neighboring buildings or premises or thosehaving business with them, whether by the use of any musicalinstrument, radio, talking machine, whistling, singing, or in anyother way.  No tenant shall throw anything out of the doors orwindows or down the corridors or stairs of the Building.

######       No flammable, combustible orexplosive fluid, chemical or substance shall be brought into orkept upon the premises.

######       No additional locks or bolts ofany kind shall be placed upon any of the doors or windows by anytenant, nor shall any changes be made in any existing locks or thelocking mechanism therein, without Landlord’s approval whichapproval shall not be unreasonably withheld, conditioned ordelayed; however, except as otherwise provided in Section12.1, Landlord may condition such consent on Tenant providingto Landlord duplicate keys to all such locks or bolts.  Thedoors leading to the corridors or main halls shall be kept closedduring business hours except as they may be used for ingress oregress.  Each tenant shall, upon the termination of itstenancy, restore to the Landlord all keys of stores, offices,storage and toilet rooms either furnished to, or otherwise procuredby, such tenant, and in the event of the loss of any keys sofurnished, such tenant shall pay to Landlord the replacement costthereof.  Tenant’s key system shall be separate from therest of the Building.

######       Landlord reserves the right toinspect all freight to be brought into the Building and to excludefrom the Building all freight which violates any of these rules andregulations or the Lease.

######       No tenant shall pay anyemployees on its premises, except those actually working for suchtenant at the tenant’s premises.

######       Landlord reserves the right toexclude from the Building at all times any person who is not knownor does not properly identify himself to the Building management orwatchman on duty.  Landlord may, at its option, require allpersons admitted to or leaving the Building to register.  Eachtenant shall be responsible for all persons for whom it authorizesentry into the Building, and shall be liable to Landlord for allacts or omissions of such persons.

######       The Premises shall not, at anytime, be used for lodging or sleeping or for any immoral or illegalpurpose.

######       Each tenant, before closing andleaving its premises any time shall use commercially reasonableefforts to see that all windows are closed and all lights turnedoff.

######       Landlord’s employees shallnot perform any work or do anything outside of their regularduties, unless under special instruction from the management of theBuilding.  The requirements of tenants will be attended toonly upon application to Landlord, and any such specialrequirements shall be billed to Tenant (and paid when the nextinstallment of rent is due) in accordance with the schedule ofcharges maintained by Landlord from time to time or at such time asis agreed upon in advance by Landlord and Tenant.

######       Canvassing, soliciting andpeddling in the Building is prohibited and each tenant shallcooperate to prevent the same.

######       There shall not be used in anyspace or in the public halls of the Building, either by any tenantor by jobbers or others in the delivery or receipt of merchandise,any hand trucks except those equipped with rubber tires and sideguards.  Tenant shall be responsible to Landlord for any lossor damage resulting from any deliveries made by or for Tenant tothe Building.

######       Mats, trash or other objectsshall not be placed in the public corridors of the Building.

######       Landlord does not maintain suitefinishes which are non-standard, such as kitchens, bathrooms,wallpaper, special lights, etc.  However, should the needarise for repairs of items not maintained by Landlord, Landlordwill arrange for the work to be done at Tenant’sexpense.

######       Drapes installed by Landlord forthe use of Tenant or drapes installed by Tenant, which are visiblefrom the exterior of the Building, must be cleaned by Tenant atleast once a year, without notice, at Tenant’s ownexpense.

**EXHIBITD**

**FORM OFDECLARATION**

This Exhibit D isattached and made a part of that certain Deed of Lease dated April 1, 2003 (the "**Lease**"), between **TWO FREEDOMSQUARE, L.L.C.**  (collectively, "**Landlord**") and**THE TITAN CORPORATION******("**Tenant**").  Theterms used in this Exhibit D that are defined in the Leaseshall have the same meanings as provided in the Lease.  TheDeclaration to be executed by Landlord and Tenant pursuant toSection 2.3 of the Lease shall provide as follows:

"This Declaration made asof the ____ day of ____________, 2003 is being provided pursuant tothe terms and provisions of that certain Deed of Lease dated____________, 2003, (the "**Lease**"), between **TWOFREEDOM SQUARE, L.L.C.** (collectively, "**Landlord**") and**THE TITAN CORPORATION******("**Tenant**").  Theparties to the Lease desire to confirm that the following termswhich are defined in the Lease shall have the same meanings setforth below for all purposes in the Lease:

## The Lease Commencement Date is ____________, 20__.

## The initial term of the Lease shall expire on July 31,2015.

## The number of square feet of rentable area in the Premises is____________.

## The annual base rent with respect to the Premises for the firstLease Year is an amount equal to Twenty-Six Dollars ($26.00).

## As of the date hereof the Lease has not been modified and is infull force and effect and there are no defaults thereunder.

Attached to thisCertificate is evidence of payment of all insurance requiredpursuant to Article XIII of the Lease.

Initials of:

_______________

Landlord

______________

Tenant

**EXHIBIT EACCEPTABLE FORM OF LETTER OF CREDIT**

****

****

Irrevocable Letter ofCredit No.:__________________

_________________________,20__

                                                           

c/o Boston Properties,Inc.401 9th Street, N.W.Suite 700Washington, DC  20004

AccountParty:                                                                                                                        

Beneficiary:                                                                             , a                              , its                                               transferees and assigns                                               

Amount:                      $____________ U.S. Dollars

ExpirationDate:           ___________________, ____

Ladies andGentlemen:

We hereby issue thisirrevocable, unconditional letter of credit number ______ (the“**Credit**”) in your favor, payable inimmediately available funds in one or more draws of any sum or sumsnot exceeding in the aggregate ________________________ dollars($__________), by your draft(s) at sight presented at________________________, substantially in the form of the draftattached hereto as Attachment 1 and incorporated herein bythis reference.

This Credit shall beautomatically renewed from year to year commencing on the firstanniversary of the date hereof unless we shall give thirty (30)days’ prior written notice to Beneficiary, by certified mail,return receipt requested, at the address set forth above, of ourintent not to renew this Credit at the expiration of such thirty(30) day period.  During such thirty (30) day period, thisLetter of Credit shall remain in full force and effect andBeneficiary may draw up to the full amount hereof in accordancewith the terms hereof.

[Upon written notice fromBeneficiary that the amount of the Letter of Credit may be reduced,the issuer shall be authorized to reduce the Letter of Creditamount by the amount set forth in such written notice.]

We will accept any and allsuch representatives as authorized and any and all statementsdelivered hereunder as conclusive, binding and correct withouthaving to investigate or having to be responsible for the accuracy,truthfulness, correctness, or validity thereof, and notwithstandingthe claim in any person to the contrary.

Drafts presented underthis Credit shall specify the number of this Credit as set forthabove and shall be presented on or before the Expiration Datehereof (as it may have been extended from time to time).

This Credit is assignableand transferable and may be transferred one or more times, withoutcharge, upon our receipt of your written notice that an agreementhas been executed to transfer or assign this Credit.

We hereby engage with youthat drafts drawn under and in compliance with the terms of thisCredit will be duly honored upon presentation to us.

This Credit sets forth infull the terms of our undertaking and such undertaking shall not inany way be modified, amended, amplified or limited by reference toany document, instrument or agreement referred to herein, or by anydocument, instrument, or agreement in which this Credit is referredto, or to which this Credit relates, and any such reference shallnot be deemed to incorporate herein by reference any such document,instrument or agreement.

Except as otherwiseexpressly stated herein, this Credit is subject to the International Standby Practices ISP98 (InternationalChamber of Commerce Publication No. 590) and, to the extentnot inconsistent therewith, the laws of the District of Columbia,including without limitation, the Uniform Commercial Code in effecttherein.

                                                                                   [BANK]

                                                                                   By:      ______________________________

                                                                                               Authorized Officer

**SCHEDULE 1**

****

**FORMOF DRAFT**

****

****

DRAFT

$                                                                                                                                                       

                                                                                               [Place, Date]

At Sight

Pay to the Order of                                                                                                                            

                                   [Name of Beneficiary]

                                                                                                                                                           

[Dollar Amount ofDraw]

Drawn under                                                                Letter of Credit No.                                       

                       [Issuing Bank]

For value received andcharge same to account of:

                                                                                   

[Applicant/AccountParty]

The undersignedBeneficiary hereby certifies that it is entitled to draw the amountdrawn hereunder pursuant to the terms of that certain Lease dated                                        , between the referenced Account Party, as tenant, and theundersigned Beneficiary, as landlord.

                                                                                                                                                          

                                                                                   [Beneficiary]

**EXHIBIT F**

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**CHARAND JANITORIAL SPECIFICATIONS**

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**1.        DAILY**

###       Empty and wipe wastebaskets andash trays.  Sanitize as necessary.  Replace trash canliners nightly.

###       Clean cigarette urns.

###       Sweep entire floor area,including all lobbies, emergency exists, and stairways.  Dampmop or otherwise clean any floor area soiled due to spillage orother cause.

###       Maintain lobbies to highstandards at all times.  Glass doors to be cleaned and allmetal polished as required.

###       Vacuum all carpeted areasincluding stairwells.

###       Buff shine all hard surfacefloors.

###       Elevators to be thoroughlycleaned and wiped including tracks.  Only one elevator may betaken out of service at any one time.

###       Police sidewalks, driveways,loading docks and grounds around building.

###       Spot wash to remove smudges andmarks from walls, doors, glass, and partitions as required.

###       Clean and polish all drinkingfountains.

###       Carpet spotting throughoutbuilding to be done as necessary.

###       Dust all desk tops, table topsand incidental furniture.

###       Brush all fabric covered chairswith a lint brush.

###       Damp wipe all telephonesincluding dials and crevices.

###       Clean and disinfect all toiletrooms and fixtures, and clean mirrors.  Pour one once of bowlcleaner into urinals and toilet bowls after cleaning and do notflush.

###       Refill paper towel, toilet paperand soap dispensing units.  Empty and clean paper towel andsanitary napkin disposal receptacles.

**2.        WEEKLY**

#### Wipe clean all interior and exterior aluminum, stainless steeland other metals.

#### Completely dust office with cloth, including tops of files,ledges, window sills, baseboards, chair rails, door louvers andtrim.

#### Damp wipe all desk tops, table tops and incidentalfurniture.

**3.        MONTHLY**

####       Damp mop and buff all hardsurface floors including telephone and electrical closets.

#### Strip, wax and polish floor areas receiving considerabletraffic, such as aisles, coffee rooms, cafeterias, and receptionareas.

#### Machine scrub toilet room floors and completely disinfect allroom surfaces.  Clean floor drains and pour in 2 cups of waterand disinfectant solution.

#### Dust all pictures, frames, charts, registered, molding, ledges,grills, exteriors of lighting fixtures, etc.

#### Wash all stairwell landings and treads.

#### Wash all interior glass walls and glass partitions.

**4.        QUARTERLY**

####       Wash all wastebaskets.

#### Strip and refinish all hard surfaces floors not coveredmonthly.

#### Wipe down all walls.

#### Dust venetian blinds and window frames.

#### Thoroughly clean all elevator light fixtures and ledges.

#### Vacuum and dust all books in place.

#### Vacuum all upholstered furniture including each cushion.

**5.        SEMIANNUALLY**

####       Vacuum and clean all airconditioning grills and wash as necessary.

#### Wipe down all exposed piping in stairwells and commonareas.

**6.        ANNUALLY**

####       Wash interior and lenses and alllight fixtures.

#### Clean all vertical surfaces not provided for above.

#### Damp wash all venetian blinds.

**EXHIBITGTwo Freedom Square – Boston Properties, Inc.**

**HVACSPECIFICATIONS**

****

****

The Building’s basebuilding HVAC system is designed to provide heat and cooling inaccordance with the following specifications:

| **InteriorConditions:**          |                                                                      |
|----------------------------------|----------------------------------------------------------------------|
| Summer                           | 73° F +/-3° / 40-50% Relative Humidity                       |
| Winter                           | 72° F +/-3°(No Humidity Control)                             |
|                                  |                                                                      |
| **OutdoorConditions:**           |                                                                      |
| Summer                           | 95° F drybulb for transmission loads                             |
|                                  | 78° F wetbulb for cooling tower design                           |
| Winter                           | 10° F drybulb                                                    |
|                                  |                                                                      |
| **Lighting:**                    |                                                                      |
| TypicalOffice Space              | 1.5 wattsper square foot                                             |
|                                  |                                                                      |
| **Equipmentor Receptacle Load:** |                                                                      |
| TypicalOffice Space              | 2.5 wattsper square foot                                             |
|                                  |                                                                      |
| **Occupancy:**                   |                                                                      |
| TypicalOffice Space              | 1 Person/143square feet average (Per 1996 BOCA)                      |
|                                  |                                                                      |
| **OutsideAir Quantity**:         |                                                                      |
| TypicalOffice Space              | 0.14 cfm persquare foot or 20 cfm per person average (Per 1996 BOCA) |
|                                  |                                                                      |

Landlord shall usereasonable efforts to maintain the temperatures set forth above inthe Premises during the normal hours of operation of the Buildingso long as the Premises are being used and occupied in the manneras specified under the  “Lighting”,“Equipment or Receptacle Load” and“Occupancy” categories as set forth above.

**EXHIBITH**

****

****

****

[INTENTIONALLYOMITTED]

**EXHIBITI**

****

**WILSONSUBLEASE**

****

**SUBLEASE**

**THIS SUBLEASE** (this "Sublease") isdated as of the 1st day of April, 2003 (the “CommencementDate”), and is made by and between WILSON SONSINI GOODRICH& ROSATI, Professional Corporation ("Sublandlord"), and THETITAN CORPORATION, a Delaware corporation ("Subtenant"). Sublandlord and Subtenant hereby agree as follows:

# **Recitals**: 

## Boston Properties Limited Partnership andWesterra Reston, LLC, as "Landlord", and Sublandlord, as "Tenant,"are parties to that certain Deed of Lease and Rider No. 1thereto dated October 6, 2000, as amended by that certainFirst Amendment to Deed of Lease (the "First Amendment") datedFebruary 16, 2001, by Two Freedom Square, L.L.C., successor ininterest to Boston Properties Limited Partnership and WesterraReston, LLC ("Master Landlord"), and Sublandlord, that certainSecond Amendment to Deed of Lease (the "Second Amendment") datedApril 5, 2001, that certain Declaration of Lease Commencement(the "Commencement Declaration"), dated September 12, 2002,that certain Third Amendment to Deed of Lease and PartialTermination Agreement (the "Third Amendment") datedDecember 13, 2002, the Fourth Amendment (as defined below) andthe Consent (as defined below) (as amended, the "Master Lease"),with respect to those certain premises consisting of approximately107,050 rentable square feet described therein (the "MasterPremises") located at 11955 Freedom Drive, Reston, Virginia, andmore particularly consisting of consisting of approximately 22,711square feet located on the 12th Floor of the "Building"described in the Master Lease (the “Twelfth Floor”),approximately 23,094 square feet located on the 13thFloor of such Building (the “Thirteenth Floor”),approximately 20,057 square feet located on the 14thFloor of such Building (the “Fourteenth Floor”),approximately 19,662 square feet located on the 15thFloor of such Building (the “Fifteenth Floor”),approximately 19,662 square feet located on the 16thFloor of such Building (the “Sixteenth Floor”), andapproximately 1,864 square feet of rentable area on the C-1 levelof such Building (the “C-1 Space”).  A copy of theMaster Lease is attached hereto as Exhibit A. Capitalized terms used but not defined herein shall have themeanings ascribed to them in the Master Lease, as modified by theConsent (as so modified, the “Modified WilsonLease”).

## Concurrently herewith, Master Landlord andSubtenant are entering into a direct lease of certain premiseslocated on the second, third, fourth, sixth and tenth floors and onthe retail and concourse levels of the Building pursuant to a Deedof Lease of even date herewith (the “Direct Lease”),which lease provides Subtenant with an option to lease the MasterPremises from Master Landlord for the period commencing immediatelyupon the expiration of the Master Lease.  A copy of the DirectLease is attached hereto as Exhibit B. 

## Concurrently herewith, Master Landlord,Subtenant and Sublandlord are entering into a Consent to Subleaseagreement (the “Consent”), pursuant to which MasterLandlord consents to this Sublease and Master Landlord, Subtenantand Sublandlord make certain agreements regarding the Master Leaseand this Sublease.

## Concurrently herewith, Master Landlord andSublandlord are entering into a Fourth Amendment to Deed of Lease(the “Fourth Amendment”), which makes certainamendments to the Master Lease related to this Sublease and theDirect Lease.

# **Subleased Premises**:  Subjectto the terms and conditions of this Sublease, Sublandlord herebysubleases to Subtenant, and Subtenant hereby subleases fromSublandlord, the entire Master Premises.  The Master Premisesare also sometimes referred to in this Sublease as the "SubleasedPremises". 

# **Term**:

## **Term**.  The term (the"Term") of this Sublease shall be for the period commencing on theCommencement Date and shall expire on July 30, 2014, unlessthis Sublease is sooner terminated pursuant to its terms orpursuant to a termination of the Master Lease (the "TerminationDate").   

## **No Options to Extend**. Notwithstanding anything to the contrary in the Sublease or theMaster Lease, Subtenant shall not have any options to extend orrenew the Term of this Sublease.

## **Possession**.  As ofApril 15, 2003, Sublandlord has delivered to Subtenant possessionof the entire Subleased Premises, except the Fifteenth Floor. Subtenant acknowledges that Sublandlord currently occupies theFifteenth Floor for the conduct of Sublandlord’sbusiness.  Sublandlord will use reasonable efforts to relocateto alternate premises by October1, 2003; provided, however, that such date shall beextended to the extent that Sublandlord’s relocation isdelayed due to events or circumstances beyond Sublandlord’sreasonablecontrol, but in no event beyond April 1, 2004.

# **Rent**:

## **BaseRent**.

#### Commencing on theapplicable Rent Commencement Date for each portion of the SubleasedPremises (as described in Paragraph 4.A(2) below) and continuingeach month thereafter throughout the Term of this Sublease,Subtenant shall pay to Sublandlord as base rent ("Base Rent") forthe Subleased Premises monthly installments as follows:

Commencing on the RentCommencement Date for the Sixteenth Floor and continuingthrough****December 31, 2003, monthly Base Rent for theSixteenth Floor shall equal Forty Thousand Nine Hundred Sixty-Twoand 50/100 Dollars ($40,962.50).  Commencing January 1, 2004,and continuing through December 31, 2004, monthly Base Rent for theSixteenth Floor shall equal Thirty Thousand Eight HundredEighty-Five and 73/100 Dollars ($30,885.73); 

### Commencing on theRent Commencement Date for the Fifteenth Floor and continuingthrough December 31, 2003, monthly Base Rent for the FifteenthFloor shall equal Forty Thousand Nine Hundred Sixty-Two and 50/100Dollars ($40,962.50). Commencing January 1, 2004, and continuingthrough December 31, 2004, monthly Base Rent for the FifteenthFloor shall equal Thirty Thousand Eight Hundred Eighty-Five and73/100 Dollars ($30,885.73); and

### Commencing on theRent Commencement Date for the balance of the Subleased Premises(i.e., for the Fourteenth Floor, the Thirteenth Floor, the TwelfthFloor, and the C-1 Space) (collectively, the “ShellSpace”) and continuing through December 31, 2004, monthlyBase Rent for the Shell Space shall equal One Hundred Six ThousandThree Hundred Eighty-Six and 26/100 Dollars($106,386.26).

#### The Rent CommencementDate for each portion of the Subleased Premises shall be determinedas follows:

As regards theSixteenth Floor, the Rent Commencement Date shall be the earlier tooccur of (i) the date that Subtenant commences business operationsin any portion of the Sixteenth Floor, and (ii) July 1,2003;

As regards theFifteenth Floor, the Rent Commencement Date shall be the later of(i) the date that Sublandlord delivers possession of the FifteenthFloor to Subtenant, and (ii) September 1, 2003; and

As regards the ShellSpace, the Rent Commencement Date shall be January 1,2004.

Accordingly, from January 1, 2004, throughDecember 31, 2004, monthly Base Rent for the entire SubleasedPremises shall equal One Hundred Sixty-Eight Thousand One HundredFifty-Seven and 72/100 Dollars ($168,157.72).

#### On January 1, 2005, and on January 1 ofeach calendar year thereafter during the Term of this Sublease,monthly Base Rent for the Subleased Premises shall be increased asfollows:

### As of January 1,2005, monthly Base Rent for the Subleased Premises shall beincreased to One Hundred Seventy-Four Thousand Eight HundredForty-Eight and 35/100 Dollars ($174,848.35);

### As of January 1,2006, monthly Base Rent for the Subleased Premises shall beincreased to One Hundred Eighty-One Thousand Seven HundredThirty-Nine and 69/100 Dollars ($181,739.69);

### As of January 1,2007, monthly Base Rent for the Subleased Premises shall beincreased to One Hundred Eighty-Eight Thousand Eight HundredThirty-Seven and 77/100 Dollars ($188,837.77);

### As of January 1,2008, monthly Base Rent for the Subleased Premises shall beincreased to One Hundred Ninety-Six Thousand One HundredForty-Eight and 80/100 Dollars ($196,148.80);

### As of January 1,2009, monthly Base Rent for the Subleased Premises shall beincreased by Two Hundred Three Thousand Six Hundred Seventy-Nineand 16/100 Dollars ($203,679.16);

### As of January 1,2010, monthly Base Rent for the Subleased Premises shall beincreased to Two Hundred Eleven Thousand Four Hundred Thirty-Fiveand 43/100 Dollars ($211,435.43);

### As of January 1,2011, monthly Base Rent for the Subleased Premises shall beincreased to Two Hundred Nineteen Thousand Four Hundred Twenty-Fourand 39/100 Dollars ($219,424.39);

### As of January 1,2012, monthly Base Rent for the Subleased Premises shall beincreased to Two Hundred Twenty-Seven Thousand Six HundredFifty-Three and 02/100 Dollars ($227,653.02);

### As of January 1,2013, monthly Base Rent for the Subleased Premises shall beincreased to Two Hundred Thirty-Six Thousand One HundredTwenty-Eight and 50/100 Dollars ($236,128.50); and

### As of January 1,2014, monthly Base Rent for the Subleased Premises shall beincreased to Two Hundred Forty-Four Thousand Eight HundredFifty-Eight and 25/100 Dollars ($244,858.25).

#### Base Rent and monthlyestimates of “Operating Expenses” (collectively andtogether with all Additional Rent (as defined below), hereinafter"Rent") shall be paid in advance on or before the first (1st) dayof each month.  Base Rent and monthly estimates of“Operating Expenses” for any period during the Termwhich is for less than one (1) full month of the Term shall be apro rata portion of the monthly installment based on the actualnumber of days in such month.  Rent shall be payable withoutnotice or demand and without any deduction, offset or abatement, inlawful money of the United States of America.  Subject to theterms of the Consent, Rent shall be paid directly to Sublandlord at650 Page Mill Road, Palo Alto, CA 94304-1050, Attention:Controller, or such other address as may be designated in writingby Sublandlord.

## **AdditionalRent**.  All monies otherthan Base Rent required to be paid by Subtenant under this Subleaseshall be deemed additional rent ("Additional Rent"). Subtenant is obligated to pay estimated payments of“Operating Expenses” (including, without limitation,"Real Estate Taxes" and "Complex Common Expenses") and adjustmentsthereto under Article IV of the Direct Lease, as incorporatedherein, for all periods from and after July 1, 2004; provided, however, thatthe Base Year for purposes of calculating Subtenant's pro ratashare of such Operating Expenses shall be calendar year 2003. All amounts payable by Subtenant under this Sublease shall be dueand payable on the date for payment set forth in the Direct Lease,as incorporated herein; provided, however, that, to the extent thatthe Direct Lease does not specify a date for payment of any amount,then such amount shall be due and payable thirty (30) days afterdelivery to Subtenant of an invoice therefor.  Subtenant andSublandlord agree, as a material part of the consideration given bySubtenant to Sublandlord for this Sublease, that Subtenant shallpay all costs, expenses, taxes, insurance, maintenance and othercharges of every kind and nature arising in connection with theModified Wilson Lease or the Subleased Premises, such thatSublandlord shall receive, as net consideration for this Sublease,full reimbursement thereof, except (i) to the extent resulting fromthe fact that the Base Year under this Sublease differs from theBase Year under the Master Lease, (ii) as otherwise set forthherein or in the Consent, (iii) for costs andexpenses arising from Sublandlord’s failure to perform itsobligations hereunder, under the Consent or under the Direct Lease,(iv) for costs andexpenses attributable to Sublandlord for any matter thatSublandlord is required to perform that does not involve Subtenantor (v)for costs and expenses notintended to be passed to Subtenant.   

## **Prepayment ofRent**.  Upon executionhereof by Subtenant, Subtenant shall pay to Sublandlord the sum ofOne Hundred Sixty-Eight Thousand One Hundred Fifty-Seven and 72/100Dollars ($168,157.72), which shall constitute Base Rent and shallbe credited against Subtenant’s obligations to pay Base Rentas it first becomes due hereunder.

# **SecurityDeposit**:  Within ten (10)business days after the execution hereof, Subtenant shall deliverto Sublandlord an unconditional, irrevocable letter of credit (the“Letter of Credit”) in the amount of Five Hundred FourThousand Four Hundred Seventy-Three and 16/100 Dollars($504,473.16) as security for the performance by Subtenant of itsobligations under this Sublease, and not as a prepayment of rent(the "Security Deposit").  The Letter of Credit shall besubject to the terms and conditions of Sections 5.1(b) through(d)of the DirectLease,modifiedas incorporated herein pursuant to Paragraph 22 of thisSublease.** ** Any cash that Sublandlord may hold as asecurity deposit, including the proceeds if Sublandlord draws onthe Letter of Credit, will be deposited into an interest-bearingaccount maintained by Sublandlord (which account may contain thesecurity deposits of other tenants or subtenants or othersums).  Any cash portion of the Security Deposit held bySublandlord shall accrue interest at a standard passbook savingsrate of interest, as reasonably determined by Sublandlord, and anysuch interest shall be deemed to be a part of the SecurityDeposit.  The Security Deposit shall not serve as an advancepayment of rent or a measure of Sublandlord's damages for anydefault under this Sublease.  Subtenant covenants and agreesthat it shall not assign or encumber or attempt to assign orencumber the Security Deposit and neither Sublandlord nor itssuccessors or assigns shall be bound by any such agreement,encumbrance, attempted assignment or attemptedencumbrance.

# **Late Charge;Interest**:  If Subtenant failsto pay Sublandlord any amount due hereunder on or before the datesuch payment is due, Subtenant shall pay to Sublandlord upon demanda late charge together with default interest on any such amounts asset forth in and subject to the provisions of Sections 19.5 and 19.6 of the Direct Lease, asincorporated herein,including any provisionsregarding notice and grace periods.

# **Holdover**:  Subtenantshall surrender the Subleased Premises on or before the expirationor earlier termination of this Sublease in accordance with theterms of this Sublease unless Master Landlord has leased theSubleased Premises to Subtenant pursuant to a separate agreementbetween Master Landlord and Subtenant.  If Subtenant fails tosurrender the Subleased Premises as aforesaid, Subtenant shallindemnify, defend and hold harmless Sublandlord from and againstall losses, costs, claims, liabilities and damages (includingreasonable attorneys' fees and expenses) resulting from Subtenant'sfailure to surrender the Subleased Premises on or before theexpiration or earlier termination of this Sublease in the conditionrequired under the terms of this Sublease (including, withoutlimitation, any liability or damages sustained by Sublandlord as aresult of a holdover of the Master Premises by Sublandlordoccasioned by the holdover of the Subleased Premises bySubtenant).  Notwithstanding the foregoing, Sublandlord andSubtenant agree that the indemnification provisions set forth inthe immediately preceding sentence shall be null and void and of nofurther force and effect to the extent that Master Landlord hasreleased Sublandlord from the losses, costs, claims, liabilitiesand damages described in the immediately precedingsentence.

# **Condition; MasterLandlord's Obligations**:  Theparties acknowledge and agree that Sublandlord has made norepresentations or warranties, express or implied, whatsoever withrespect to the Subleased Premises, including, without limitation,any representation or warranty as to the suitability of theSubleased Premises for Subtenant's intended use or anyrepresentation or warranty made by Master Landlord under the MasterLease.  Sublandlord shall have no obligation to make orperform any alterations, improvements or repairs to the SubleasedPremises, and, except as set forth in the Work Agreement, dated asof the date hereof, executed by and among Master Landlord,Sublandlord and Subtenant (the “Work Agreement”), whichWork Agreement is attached hereto as Exhibit C and is herebyincorporated herein by reference, Sublandlord shall have noobligation whatsoever to pay the cost of any alterations,improvements or repairs to the Subleased Premises, including,without limitation, any improvement or repair required to complywith any law, regulation, building code or ordinance (including theAmericans with Disabilities Act of 1990, as amended).  Inaddition, Sublandlord shall have no obligation to perform anyrepairs, provide any services or utilities, or perform any otherobligation of Master Landlord required to be performed by MasterLandlord under the terms of the Modified Wilson Lease (including,without limitation, Master Landlord's obligations underSection 8.3 and Article XIV of the Modified Wilson Leaseand Master Landlord's obligations to comply with laws and carryproperty insurance).  Sublandlord shall, however, requestperformance of the same in writing from Master Landlord promptlyafter being requested to do so by Subtenant and shall useSublandlord's reasonable efforts to obtain Master Landlord'sperformance, at Subtenant’s cost. 

# **Right to CureDefaults**:  If Subtenant failsto pay any sum of money to Sublandlord or fails to perform anyother act on Subtenant's part to be performed hereunder, thenSublandlord may, but shall not be obligated to, make such paymentor perform such act.  All such sums paid, and all costs andexpenses of performing such acts, shall be deemed Additional Rentpayable by Subtenant to Sublandlord upon demand, together withinterest thereon at the Default Rate (as defined in Section 19.5 ofthe Direct Lease, as incorporated herein) from the date of theexpenditure until repaid.

# **Assignment andSubletting**:  Subtenant may notassign any interest in this Sublease (by operation of law orotherwise), sublet any of the Subleased Premises, transfer anyinterest of Subtenant therein or permit any use of the SubleasedPremises by any other party (collectively, "Transfer"), except asset forth in or permitted pursuant to the provisions of Article VIIof the Direct Lease, as incorporated herein.

# **Use**:  Subtenant may usethe Subleased Premises as permitted by and pursuant to the termsand conditions of Article VI of the Direct Lease, as incorporatedherein****and for no other purpose whatsoever.  Subtenantshall comply with all reasonable rules and regulations promulgatedfrom time to time by Master Landlord and Sublandlord.  Subjectto Master Landlord's consent, Sublandlord shall permit Subtenant,without additional cost, to use Sublandlord's available space inthe Building's lobby directory; provided, however, that Sublandlordshall retain the right to use space in the Building’s lobbydirectory to the extent reasonably required by Sublandlord untilsuch time as Sublandlord has vacated the FifteenthFloor.

# **Effect ofConveyance**:  As used in thisSublease, the term "Sublandlord" means the holder of the Tenant'sinterest under the Modified Wilson Lease.  In the event of anyassignment or transfer of the Tenant's interest under the ModifiedWilson Lease, which assignment or transfer may occur at any timeduring the Term hereof in Sublandlord's sole discretion,Sublandlord shall be and hereby is entirely relieved of allcovenants and obligations of Sublandlord hereunder arising from andafter the date of such transfer, and it shall be deemed andconstrued, without further agreement between the parties hereto,that any transferee has assumed and shall carry out all covenantsand obligations thereafter to be performed by Sublandlord hereunderarising from and after the date of such transfer.  Sublandlordshall transfer and deliver any security of Subtenant to thetransferee of the Tenant's interest under the Modified WilsonLease, and thereupon Sublandlord shall be discharged from anyfurther liability with respect thereto.

# **Delivery andAcceptance**:  By takingpossession of each portion of the Subleased Premises, Subtenantconclusively shall be deemed to have accepted such portion of theSubleased Premises in their then-existing, "AS IS" condition,without any representation or warranty whatsoever from Sublandlordwith respect thereto.

# **Improvements**: 

## Subtenant shall notmake any alterations or improvements to the Subleased Premisesexcept as permitted in and in accordance with the provisionsof (i)the Direct Lease, as incorporated herein, or (ii) the Consent.

## Subtenantacknowledges that all Landlord’s Work (i.e., both the BaseBuilding Work and the Leasehold Work, as described in the WorkAgreement) has been completed with respect to the Sixteenth Floorand the Fifteenth Floor.  Subtenant further acknowledges thatall Base Building Work has been completed with respect to the ShellSpace and that the Shell Space is "Ready for Buildout" as definedin the Work Agreement.

# **Release and Waiverof Subrogation**: Notwithstanding anything to the contrary in this Sublease, theparties hereto release each other and their respective agents,employees, successors and assigns from all liability for damage toany property that is actually covered by property insurance inforce or which would normally be covered by full replacement value"all risk" property insurance, without regard to the negligence orwillful misconduct of the entity so released.  Each partyshall cause each insurance policy it obtains to include a waiver ofsubrogation regarding the liabilities released hereby. Sublandlord shall not be liable to Subtenant, nor shall Subtenantbe entitled to terminate this Sublease or to abate Rent for anyreason, including, without limitation, (i) failure orinterruption of any utility system or service or (ii) failureof Master Landlord to maintain the Subleased Premises as may berequired under the Master Lease.

# **Insurance**:  Subtenantshall obtain and keep in full force and effect, at Subtenant's solecost and expense, during the Term all of the insurance required tobe carried by the "Tenant" under the Direct Lease, modified asincorporated herein pursuant to Paragraph 22.** **Subtenant shall include both Sublandlord and Master Landlord, astheir interests may appear, and the holder of any mortgage or deedof trust secured by Master Landlord’s interest in theSubleased Premises, as its interests may appear (but only to theextent required under the provisions of the Modified Wilson Lease),as additional insureds and loss payees in any policy of insurancecarried by Subtenant in connection with this Sublease and shallregularly provide Sublandlord with current certificates ofinsurance.

# **Default**:  Subtenantshall be in material default of its obligations under this Subleaseupon the occurrence of any of the events set forth in Section 19.1of the Direct Lease, as incorporated herein, but only after theexpiration of any applicable notice and cure periods (each, an“Event of Default”).

# **Remedies**:  Upon anyEvent of Default by Subtenant, Sublandlord shall have all remediesprovided to the "Landlord" under Sections 19.2 and 19.3 of theDirect Lease (modified as incorporated herein pursuant toParagraph 22 hereof), but using, in any measure of damages,the Base Rent and Operating Expenses due and payable under thisSublease.

# **Surrender**:  On orbefore the Termination Date, Subtenant shall surrender theSubleased Premises to Sublandlord in the condition required by theModified Wilson Lease upon any surrender of the Master Premises,subject to any right to occupy the Subleased Premises after theTermination Date granted to Subtenant by Master Landlord.  Tothe extent Sublandlord is liable therefor, Subtenant shall repairany damage to the Subleased Premises caused by Subtenant's removalof its property from the Subleased Premises.  To the extentSublandlord is liable therefor, Subtenant shall indemnify, defendand hold harmless Sublandlord from and against any and all losses,costs, claims, liabilities and damages (including reasonableattorneys' fees) arising from or relating to any failure ofSubtenant to surrender the Subleased Premises in the conditionrequired by this Sublease, including, without limitation, all costsincurred by Sublandlord in returning the Subleased Premises totheir required condition, plus interest thereon at the InterestRate.

# **Broker**:  Sublandlordand Subtenant each represent to the other that they have dealt withno real estate brokers, finders, agents or salesmen in connectionwith this transaction other than Washington Realty Group, Inc.representing Sublandlord (“Sublandlord’s Broker”)and Insignia/ESG representing Subtenant (“Subtenant’s Broker”).  Each party shall indemnify, defendand hold the other party harmless from and against all claims forbrokerage commissions, finder's fees and other compensation made byany other agent, broker, salesman or finder as a consequence of theindemnifying party’s actions or dealings with such otheragent, broker, salesman or finder.  Sublandlord shall indemnify, defend and hold Subtenantharmless from and against all claims for brokerage commissions,finder's fees and other compensation made by Sublandlord’sBroker.  Sublandlord shallpay the Subtenant’s Broker’s fees pursuant to a separate written agreementbetween Sublandlord and Subtenant’sBroker.

# **Notices**:  All noticesor other communications required hereunder shall be in writing andshall be deemed duly given if delivered in person (with receipttherefor), or if sent by certified or registered mail, returnreceipt requested, postage prepaid, or by recognized overnightcourier to the address set forth below the signature of theappropriate party at the end of this Sublease; provided, however, that any failureto provide a courtesy copy shall not in any way invalidate orotherwise impair the delivery of any notice toSubtenant.  Either party may change its address for the givingof notices by notice given in accordance with this section. All notices given to Master Landlord under the Modified WilsonLease shall be considered received only when delivered inaccordance with the Modified Wilson Lease.  Each ofSublandlord and Subtenant agree to deliver copies of any noticessent by such party to Master Landlord at Master Landlord’saddress as set forth in Section 25.6 of the DirectLease. 

# **Other SubleaseTerms**:

## **Incorporation By Reference**.  Except as set forth below and except as otherwiseprovided in this Sublease or in the Consent, the terms andconditions of this Sublease shall include all of the terms of theDirect Lease (as such leases exist as of the date hereof and in theform attached hereto as Exhibit B) and such terms areincorporated into this Sublease as if fully set forthherein, except that: (i) each reference in such incorporatedsections to "Lease" and the“Rent Commencement Date”shall be deemed a reference to this "Sublease"and January 1, 2004,respectively; (ii) eachreference to the "Premises"and the “Wilson Premises” shall be deemed a reference to the "SubleasedPremises"; (iii) each reference to "Landlord" shall be deemeda reference to "Sublandlord" and each reference to "Tenant" shallbe deemed a reference to "Subtenant", except as otherwise expresslyset forth herein; (iv) with respect to“Landlord’s” work, services, utilities,electricity, repairs (including, without limitation, repairs of anydamage caused by Master Landlord), restoration, insurance,indemnities, reimbursements, representations, warranties or theperformance of any other obligation of the "Landlord" under the incorporated provisions oftheDirect Lease, whether ornot incorporated herein, or incorporated provisions of the DirectLease, the sole obligation of Sublandlord shall be to request thesame in writing from Master Landlord as and when requested to do soby Subtenant, and to use Sublandlord's reasonable efforts (notincluding the payment of money or the incurring of any liabilities)to obtain Master Landlord's performance (provided, however, thatSublandlord shall reasonably cooperate with Subtenant to institute any legal proceedings against MasterLandlord reasonablydetermined by Subtenant to be necessary to enforce the provisionsof the Modified Wilson Lease, including any proceedings that needto be brought in the name of Sublandlord, provided,that Subtenant pays all costs,and indemnifies and holds Sublandlord harmless against all losses,costs, claims, liabilities and damages, in connection therewith);(v) with respect to any approval required to be obtained from the"Landlord" under the incorporated provisions of the Direct Lease,such approval must be obtained from Master Landlord; (vi) inany case where the "Landlord" reserves or is granted the right tomanage, supervise, control, repair, alter, regulate the use of,enter or use the Premisesorany areas beneath, above or adjacent thereto, such reservation or grant ofright of entry shall also be deemed to be for the benefit of MasterLandlord; (vii) in any case where "Tenant" is to indemnify,release or waive claims against "Landlord", such indemnity, releaseor waiver shall be deemed to run from Subtenant to both MasterLandlord and Sublandlord and in any case where“Landlord” is to indemnify, release or waive claimsagainst “Tenant”, such indemnity, release or waivershall be deemed to run from Sublandlord to Subtenant;(viii) in any case where "Tenant" is to execute and delivercertain documents or notices to "Landlord", such obligation shallbe deemed to run from Subtenant to both Master Landlord andSublandlord; (ix) Subtenant shall pay all consent and reviewfees described in the Modified Wilson Lease and the incorporatedprovisions of the Direct Lease (including, without limitation, theWork Agreement) only to Master Landlord;  and (x) thefollowing modifications shall be made to the Direct Lease asincorporated herein:

### the followingprovisions of the Direct Lease are not incorporated herein:Recitals (except for defined terms), Sections 1.1, 1.2 (thelast two sentences only) and 1.3, Article II (except Section 2.5),Sections 3.1, 3.2, 3.3 (first sentence only),Sections 4.1 and 4.3 (but, as to both Sections 4.1 and 4.3, only through the words “Tenant Occupancy Dateand” in the first sentence thereof), Section 5.1(a), Sections5.2 and 5.3, Section 6.4, Section 8.4, Section 10.1, Section15.2(b) (clauses (i) and (ii) only), Sections 15.3and 15.5, Section 19.1(c), Article XXII, Sections 25.3, 25.6 and25.25, Articles XXVI -XXVIII, Rider No. 1 and Exhibits A, B, D, H, I, J andL;

### reference to"Landlord" in the following provisions of the Direct Lease (asincorporated herein) shall be deemed a reference to "MasterLandlord" only: Sections 4.1, 4.2, 4.3 (in first and third sentences only), 4.7, 4.8, Section6.1(a) (in the portion of the fourth sentence beginning with thewords “provided, however” only), Section 6.1(b),Section 7.2 (clause (iv) of the introductory paragraph only),Sections 8.1-8.3, 9.1, 10.1, 13.2, Section 13.3(a),Section 14.1, Section 14.2 (second and third lines only),Sections 14.4, 14.6 and 14.7, Section 16.1,Section 17.1 (third line only), Section 17.3 (fourth andfifth sentences only), Section 17.4, Section 17.5 (fourthand sixth lines only), Section 18.2, Section 21.3(d),Section 23.2, Article XXIV, and Exhibit C;

### any right to abaterent provided to Subtenant through incorporation of the provisionsof the Direct Lease shall not exceed the rent actually abated underthe Master Lease with respect to the SubleasedPremises;

### in Section4.1(b)(1)(vi), "Lease" shall refer to the Master Lease;

### in Section 5.1(d),the amount set forth in the first sentence is deleted and replacedby “One Hundred Sixty-Eight Thousand One Hundred Fifty-Sevenand 72/100 Dollars ($168,157.72)”;

### inSection 20.2(a), "this Sublease" is substituted for "ArticleXIX";

### inSection 25.24, "Trevor Chaplick, whose address prior to October 1, 2003 is 11955Freedom Drive, 15th Floor, Reston, Virginia 20190 andwhose address after October 1, 2003 is 11921 FreedomDrive, Reston, Virginia  20190" is substitutedfor "Dave Boone, 3261 Foxmill Road, Oakton, Virginia22124"; and

### Exhibit Eshall bemodified to refer to this Sublease and to Sublandlord andSubtenant.

## **Assumption ofObligations**.  Except as set forth in the Consent, Subtenantexpressly assumes and agrees, except with respect to the amount ofthe payment of Base Rent and Operating Expenses (which shall bepaid in the amounts set forth in this Sublease): (i) to complywith all provisions of the Modified Wilson Lease (except asexpressly deleted herein); (ii) to perform all of theobligations on the part of the "Tenant" to be performed under theModified Wilson Lease (except as expressly deleted herein) and(iii) not to violate the provisions of the Modified WilsonLeasethat are incorporatedherein.  In the event of a conflictbetweenthe provisions of this Sublease and theprovisions of the Direct Lease incorporated herein, the expressprovisions of this Sublease shall control.

## **Sublandlord Obligations**.  Sublandlord shall perform its obligations under theModified Wilson Lease and shall not cause an Event of Default tooccur thereunder (subject to Subtenant’s performance of itsobligations under this Sublease).

## **Relationship of Sublease to Modified WilsonLease**.  This Sublease isand shall be at all timessubject and subordinate to theModified Wilson Lease.  Subject to theprovisions of the Consent,if the ModifiedWilsonLease is terminated for anyreason, this Sublease shall terminatesimultaneously with such termination without any liability ofSublandlord to Subtenant, except to the extent such termination results fromor is caused by the failure of Sublandlord to comply with theprovisions of Section 22.C herein.

## **TerminationRights**.  If Sublandlordbecomes entitled to terminate the Modified Wilson Lease for anyreason (e.g., because of damage by fire or other peril pursuant toSection 17.1 of the Modified Wilson Lease), then so long as thereis not then an existing monetary or material non-monetary Event ofDefault on the part of Subtenant under the Sublease, Sublandlordshall not exercise such termination right without first obtainingSubtenant’s written consent therefor, subject to thefollowing:

### (1)        IfSubtenant refuses to grant such consent, Subtenant agrees to payall costs Sublandlord will incur as a result of refraining fromterminating the Modified Wilson Lease that are caused by thefailure of Sublandlord to exercise its termination right and whichwould not have occurred had Sublandlord exercised its terminationright (other than the payment of Base Rent and estimatedinstallments of “Operating Expenses”, consent fees,review fees and reasonable attorney’s fees incurred inconnection with this termination process).  If such costs arereasonably estimated by Sublandlord to exceed three (3) months BaseRent, such prohibition is also conditioned upon Subtenant providingto Sublandlord security for such payment obligation that isreasonably satisfactory to Sublandlord.

                       (2)        If Subtenant also hasa right to terminate the Sublease because of the same events givingrise to Sublandlord’s right to terminate the Modified WilsonLease (e.g., because of the incorporation of Section 17.1 of theDirect Lease into the Sublease), and if Subtenant exercises suchtermination right, (a) Sublandlord may exercise its right toterminate the Modified Wilson Lease and (b) clause (2) above shallnot apply.

                       (3)        Subtenant shall provide toSublandlord such consents, refusals to consent, elections,agreements, and/or information as Sublandlord reasonably requestsand are needed by Sublandlord in order for it to determine whetherof not it is prohibited from exercising such termination right, allto be received by Sublandlord at least seven (7) business daysbefore the expiration of Sublandlord’s right toterminate.

                       (4)        This Section 22Eshall not apply to Sublandlord’s right to terminate thisSublease as a result of an Event of Default of Subtenant, one ofSublandlord’s remedies referred to in Section 18hereof.

# **Right toContest**:  If Sublandlord doesnot have the right to contest any matter in the Master Lease due toexpiration of any time limit that may be set forth therein or forany other reason, then notwithstanding any incorporation of anysuch provision from the Master Lease into this Sublease, Subtenantshall also not have the right to contest any suchmatter.

# **Consent toSublease**:  Notwithstandinganything to the contrary in this Sublease, this Sublease andSublandlord's obligations hereunder are conditioned upon theexecution and delivery of all parties thereto of the FourthAmendment and the Consent.  If any of the foregoing conditions is notsatisfied, within thirty (30) days after execution of this Subleaseby Sublandlord, then Sublandlord may terminate this Sublease bygiving Subtenant written notice thereof, and upon such terminationSublandlord shall return to Subtenant all prepaid rent and theSecurity Deposit.  Sublandlord and Subtenant herebyacknowledge that the Consent contains certain agreements betweenthe parties thereto that have a direct impact on this Sublease andthe relationship of Sublandlord and Subtenant hereunder, includingthe circumstances under which Subtenant must obtain the consent ofSublandlord.  In the event of a conflict between theprovisions of this Sublease and the Consent, the provisions of theConsent shall control.  Furthermore, the parties acknowledgethat the incorporation by reference of the provisions of the DirectLease into this Sublease may cause Sublandlord to have numerousapproval and consent rights of the “Landlord” under theDirect Lease; however, notwithstanding such incorporation byreference, the parties acknowledge and agree that the consent andapproval rights of Sublandlord with respect to the SubleasedPremises during the Sublease Term are governed by the Consent andSublandlord’s consent and approval is only required to theextent required in the Consent.  In addition, the partiesacknowledge that amendments to the Direct Lease may becomeincorporated in this Sublease, but only to the extent any suchamendment is permitted pursuant to Section 5B of theConsent

# **Amendment**:  ThisSublease may not be amended except by the written agreement ofSublandlord and Subtenant.

# **No DraftingPresumption**:  The partiesacknowledge that this Sublease has been agreed to by both theparties, that both Sublandlord and Subtenant have consulted withattorneys with respect to the terms of this Sublease, and that nopresumption shall be created against Sublandlord becauseSublandlord initially drafted this Sublease.

# **EntireAgreement**:  This Sublease, theConsent and the Work Agreement constitute the entire agreementbetween the parties with respect to the subject matter hereof, andthere are no binding agreements or representations between theparties except as expressed in this Sublease, the Consent and theWork Agreement.  No subsequent change or addition to thisSublease shall be binding unless in writing and signed by theparties hereto.

# **Counterparts**:  ThisSublease may be executed in one or more counterparts each of whichshall be deemed an original but all of which together shallconstitute one and the same instrument.  Signature copies maybe detached from the counterparts and attached to a single copy ofthis Sublease physically to form one document.

# **Time**:  Time is of theessence of this Sublease.

#          **Sublandlord’s****Liability**:  Subtenant acknowledges that Sublandlordis a professional corporation, that the shareholders of Sublandlordshall not be personally liable under this Sublease, the Consent orthe Work Agreement, and that the contractual limitation ofliabilities set forth in this sentence shall be in addition to anyother limitation of liability that exists under applicablelaw.  Subtenant further agrees that to the extent Sublandlordor any successor Sublandlord is a professional corporation, lawfirm partnership, or limited liability partnership, that,notwithstanding any provisions to the contrary contained in thisSublease, (a) no present or future partner, member or shareholderof Sublandlord that is a natural person, and (b) no natural personthat is an owner of a professional corporation that is a partner,member or shareholder of Sublandlord (as opposed to anyprofessional corporations that are partners of Sublandlord), shallhave any personal liability to Subtenant for the obligations ofSublandlord under this Sublease, the Consent or the Work Agreement,the relationship of Subtenant and Sublandlord, orSublandlord’s use of the Subleased Premises as a result of,without more, such natural person being a partner, member, orshareholder of Sublandlord or the owner of a professionalcorporation that is a partner, member or shareholder ofSublandlord.  Sublandlord (including any Successor Law Firm asdefined in the Master Lease) shall be solely liable for all of theobligations of Sublandlord under this Sublease, the Consent or theWork Agreement to the extent of the assets of Sublandlord,including, without limitation, the undistributed capital,undistributed net earnings, undistributed fees earned (includingfees that are either unbilled or billed and uncollected), andtangible and intangible assets, accounts receivable and personalproperty of Sublandlord.  It is understood and agreed that thenon-law firm assets of individual partners, members, orshareholders of Sublandlord that are natural persons (asdistinguished from the interest in undistributed assets ofSublandlord of any partner of Sublandlord that is a natural personand the non-law firm assets of any partner, member, or shareholderof Sublandlord that is a professional corporation), may not beseized or attached by Subtenant for the satisfaction ofSublandlord’s obligations under this Sublease, the Consent orthe Work Agreement.  Notwithstanding the foregoing, Subtenantacknowledges and agrees that Sublandlord’s client files andmaterials covered by the attorney-client privilege also may not beseized or attached by Subtenant in satisfaction ofSublandlord’s obligation hereunder.

*[Signatures on the followingpage.]*

**IN WITNESS WHEREOF**, the parties have executed this Sublease as of the day andyear first above written.
| **SUBLANDLORD:**

WILSON SONSINI GOODRICH& ROSATI,

Professional Corporation

By:    /s/ DONNA M.PETKANICS 

       Donna M.Petkanics

       ManagingDirector, Operations

By:    /s/ BRADFORD C.O’BRIEN

       Bradford C.O’Brien

       AssistantSecretary

Address:

650 Page Mill Road

Palo Alto, CA 94304-1050

Attn.:  GeneralCounsel

With a courtesy copyto:

Wilson Sonsini Goodrich& Rosati

650 Page MillRoad

Palo Alto, CA94304-1050

Attn.: Vice President,Finance | **SUBTENANT:**

THE TITAN CORPORATION,

a Delaware corporation

By:    /s/ MARK W. SOPP  

Print Name: Mark W. Sopp

Title:    Chief FinancialOfficer 

Address:

Prior to January 1,2004:

11225 Waples MillRoad

Fairfax, VA22030

Attn: Dean Kershaw and LesRose

After January 1,2004:

11955 FreedomDrive

Reston, VA 20190

Attn:  FacilitiesManager

With a courtesy copy (atall times) to:

The Titan Corporation

3033 Science ParkDrive

San Diego, CA 92121

Attn:   Director ofReal Estate

and

The TitanCorporation

3033 Science ParkDrive

San Diego, CA 92121

Attn:  GeneralCounsel |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**EXHIBIT A**

**Master Lease**

*[See attached]*

**EXHIBIT B**

**Direct Lease**

*[See attached]*

**EXHIBIT C**

**Work Agreement**

*[See attached]*

****

****

**EXHIBITJ**

****

**WILSONCONSENT**

****

**CONSENT TOSUBLEASE**

THIS CONSENT TO SUBLEASE(this “**Consent**”) is made and entered intoas of April 1, 2003 (the “**EffectiveDate**”), by and among TWO FREEDOM SQUARE, L.L.C., aDelaware limited liability company(“**Landlord**”), WILSON SONSINI GOODRICH& ROSATI, Professional Corporation(“**Tenant**”), and THE TITAN CORPORATION, aDelaware corporation (“**Subtenant**” or“**Titan**”), with reference to the followingrecitals:

**RECITALS:**

A.       Pursuant to a Deed of Lease dated as of October 6, 2000, as amendedby a First Amendment to Deed of Lease dated as of February 16,2001, a Second Amendment to Deed of Lease dated as of April 5,2001, a Third Amendment to Deed of Lease dated as of December 13,2002, and a Fourth Amendment to Deed of Lease (the“**4th Amendment**”) of even dateherewith (collectively, the “**Lease**”),Landlord has leased to Tenant certain space (the“**Premises**”) in the office buildinglocated at 11955 Freedom Drive, Reston, Virginia (the“**Building**”), as more particularlydescribed in the Lease.  The Lease is attached to this Consentas Exhibit B to the Sublease that is attached hereto asExhibit A and is incorporated herein byreference.

B.        Pursuant to Section 7.2 of the Lease, Tenant requestsLandlord’s consent to the Sublease attached hereto asExhibit A (the “**Sublease**”),pursuant to which Subtenant shall sublease from Tenant, and Tenantshall sublease to Subtenant, a portion of the Premises comprised ofapproximately 107,050 square feet of rentable area located on theC-1 Concourse Level and 12th, 13th,14th, 15th, and 16th floors of theBuilding, as more particularly described in Exhibit A to theSublease (the “**SubleasedPremises**”).

C.       Pursuant to a Deed of Lease between Landlord and Titan dated ofeven date herewith (the “**Titan Lease**”),Landlord is leasing directly to Tenant, and Tenant is leasingdirectly from Landlord, approximately 145,995 square feet ofrentable area in the Building (the “**Direct LeasePremises**”), as more particularly described in theTitan Lease.

D.        Theparties acknowledge that Titan’s rights under the Subleaseare derived from the Lease; however, in order to accommodateTitan’s desire for consistency between Titan’s rightsand obligations with respect to the Direct Lease Premises and itsrights and obligations with respect to the Subleased Premises(excluding rent and other financial obligations and other rightsand obligations specific to the Titan Lease or the Sublease, ashereinafter more fully described), the parties have agreed that, solong as the Sublease remains in effect and has not been terminated,to the extent there are inconsistencies between such rights andobligations under the Titan Lease versus corresponding rights andobligations in the Lease, the terms of the Titan Lease will governand control, subject to the terms and conditions more particularlyset forth herein.

NOW, THEREFORE, inconsideration of the mutual covenants and agreements set forthbelow, and of other good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged by the partieshereto, the parties, intending legally to be bound, hereby agree asfollows:

# Consent; Representations.  Landlord hereby consents to theexecution and delivery of the Sublease, subject to the conditionscontained herein.  Landlord and Tenant hereby represent toTitan that (a) the Lease is in full force and effect and thereexists no default thereunder; and (b) a true and correct copy ofthe Lease is attached hereto as Exhibit B to the Sublease. Tenant represents to Titan that (x) Tenant has not (i) assigned,transferred, pledged or encumbered in any way its interest in theLease or any rights thereunder or (ii) sublet any portion of theSubleased Premises.

# Primacy of Lease.

## Notwithstanding anything in the Sublease to the contrary, theSublease is and shall remain in all respects and at all timessubject and subordinate to the Lease (as the same may be amendedfrom time to time) and to all matters to which the Lease is orshall be subordinate (including any mortgages, deeds of trust andground leases); provided that, so long as theSublease is in full force and effect and has not been terminated,to the extent that there are inconsistencies between the rights andobligations of the parties under the Titan Lease and the rights andobligations under the Lease, excluding the Excluded Rights andObligations (as hereinafter defined), such inconsistent rights andobligations under the Lease shall be deemed to have been modifiedto conform to the comparable rights and obligations under the TitanLease, which shall govern and control (the Lease, as so modifiedduring the term of the Sublease, being referred to herein as the"**Modified Wilson Lease**").  The “**Excluded Rights andObligations**” shall be defined as rights andobligations with respect to the term, rent, any free rentconcessions or allowances, security deposits or other specificpayment obligations and any other rights and obligations that arespecific to the Titan Lease or the Lease, as applicable, such asexpansion and renewal options, Tenant’s right to sublease orassign the Lease, and rights and obligations with respect to“secure areas”, telecommunications and generatorequipment.  Examples of rights and obligations that shall notbe deemed to be Excluded Rights and Obligations include the rightsand responsibilities of the parties with regard to the provision ofutilities and services, repairs, restoration, insurance,indemnities, use, definition of Operating Expenses, alterations,remedies, rights upon casualty or condemnation, signage, parking,assignment and subletting by Subtenant, surrender, hazardousmaterials, compliance with Laws, inspection by Landlord, rules andregulations, late charges, default interest and rights ofset-off.  In no event shall the term, the rental or anyof the other Excluded Rights and Obligations in the Lease be deemedto have been modified hereby to conform to the Titan Lease. Any rights or remedies that Subtenant has under the Sublease arederived from the Modified Wilson Lease to the extent such rightsand remedies are set forth in the Sublease.  Notwithstandinganything to the contrary contained herein or in the Sublease,Subtenant agrees with Landlord to be bound by all of the terms andconditions of the Modified Wilson Lease during the term of theSublease as fully and completely as if Subtenant were the originaltenant under the Modified Wilson Lease (provided that Subtenantshall not have space-specific obligations with respect to anyportion of the Subleased Premises before such portion has beendelivered to Subtenant); provided, however, Tenant, and notSubtenant, shall be obligated to pay to Landlord the Base Rent,additional rent on account of increases in Operating Expenses andthe Security Deposit set forth in the Lease (and Subtenant shallhave obligations as to these matters only as set forth in theSublease).  Neither Tenant nor Subtenant shall do or permitanything to be done in connection with Subtenant’s occupancyof the Subleased Premises that is inconsistent with, or violates,any of the terms of the Modified Wilson Lease, except to the extentpermitted by this Consent.  Landlord shall be bound solely bythe terms and conditions of the Modified Wilson Lease (or, asapplicable, the Lease, under the circumstances and to the extentspecifically provided herein) and not by the terms and conditionsof the Sublease; provided, however, except as otherwisespecifically provided in this Consent, Landlord shall have anyrights (but no obligations) specifically allocated to Landlordpursuant to the Sublease.  To the extent anything contained inthe Modified Wilson Lease or Sublease is in conflict orinconsistent with the terms of this Consent, the terms of thisConsent shall govern and control.  So long as the Sublease isin full force and effect and has not been terminated, Tenant agreesto waive all of its rights to signage as set forth in ArticleX of the Lease, except to the extent necessary forTenant’s remaining occupancy period for the 15thfloor.

## In the event the Sublease is terminated, from and after thedate of termination, Tenant’s obligations shall be determinedby the Lease unaffected by this Consent as to events occurring orobligations arising under the Lease after such date oftermination.  However, all matters occurring or obligationsarising prior to such date of termination shall be governed by theModified Wilson Lease (or, as applicable, the Lease, under thecircumstances and to the extent specifically provided herein)pursuant to the terms of this Consent, and in this regard (i) anyAlterations and Leasehold Work made by Titan in accordance with theModified Wilson Lease (including obtaining Landlord approvals asrequired thereunder) prior to any termination of the Sublease shallnot be deemed to violate the Lease after the date of termination;(ii) any tenant restoration obligations that may be associated withany such Alteration or Leasehold Work made by Titan shall be thesole obligation of Titan, which shall survive any such termination,and shall not be the obligation of Tenant; and (iii) any matter oraction done in compliance with the Modified Wilson Lease and thisConsent prior to such date of termination may not be the basis foran Event of Default under the Lease after such date oftermination.  Notwithstanding any of the foregoing to thecontrary, if Titan properly terminates the Sublease on account of acasualty or condemnation, then Tenant shall have the terminationrights pursuant to the Modified Wilson Lease (rather than theWilson Lease) with respect to such casualty or condemnation,notwithstanding the termination of the Sublease.  It isunderstood and agreed that a proper termination of the ModifiedWilson Lease resulting from casualty or condemnation shallconstitute a proper termination under the Lease.

# Tenant Liability.  This Consent shall in no way constitutea waiver or release of Tenant from its liabilities andresponsibilities under the Lease except that the Lease and Subleaseare modified by, and subject to, the following rules so long as theTitan Sublease has not been terminated:

## Tenant remains responsible for the payment to Landlord of BaseRent due under the Lease, regardless of Subtenant’sperformance (subject to any periods of rent abatement to whichTenant is entitled under the Modified Wilson Lease).

## Tenant remains responsible for the paymentto Landlord of Additional Rent on account of increases in OperatingExpenses over a 2002 base year (notwithstanding the 2003 base yearthat is applicable to Subtenant under the Sublease), regardless ofSubtenant's performance; provided that, such Additional Rent shallbe calculated in accordance with the definition of OperatingExpenses as set forth in Article IV of the Modified WilsonLease;and provided further that, so long as the Subleasehas not been terminated, Landlord agrees to abate a portion of theAdditional Rent that would otherwise be payable by Tenant for theperiod January 1, 2004 through June 30, 2004, equal to the portionthereof that is attributable to increases in Operating Expensesfrom 2003 to 2004.  In other words, Tenant shall continue,during the abatement period, to pay its pro rata share of increasesin Operating Expenses over the 2002 base year Operating Expenses,but shall only pay for increases as if Operating Expenses duringsuch abatement period were equal to actual Operating Expensesincurred in 2003.  Following the abatement period, Tenantshall resume paying Additional Rent as originally set forth in theLease.

## As further provided in Section 7 hereof, to the extentthe Sublease obligates Tenant, in its role as“Landlord” under the Sublease, to perform obligationsor to cause Landlord to perform obligations (e.g.,maintenance, repair, compliance with Law) or provide services(e.g., janitorial, electricity, HVAC, other utilities,security, parking) or rights (e.g., audit) to Subtenant,then, provided the same are not inconsistent with Landlord’srights and obligations under the Modified Wilson Lease(i) Landlord shall be responsible to do so for the benefit ofTenant and Subtenant so long as Tenant does not interfere withLandlord’s ability to do so, and Tenant hereby covenants notto interfere; and (ii) Tenant’s obligation with respectto performing such obligations or providing such services or rightsshall be limited to taking such action as is reasonably requestedby Subtenant to compel Landlord’s performance or recoverdamages for non-performance, the reasonable cost of whichenforcement incurred by Tenant shall be paid by Subtenant to theextent not recovered from Landlord, and Tenant shall not be liablefor Landlord’s nonperformance. 

## Landlord will accept performance by Subtenant of Tenant’sobligations under the Modified Wilson Lease as full performance byTenant of its obligations under the Modified Wilson Lease.  AnEvent of Default of Tenant may only exist under the Lease if anevent occurs which would become an Event of Default under theModified Wilson Lease with appropriate notice to Tenant andSubtenant, the passage of time, or both (subject to the provisionsof Section 8 hereof).  This Section 3(D) shallnot apply to an Event of Bankruptcy of Subtenant (which is not adefault under the Lease but is a default under the Sublease) or anyof the following, which shall be governed only by the Lease: (i) Tenant’s obligation to pay Base Rent, additional rent onaccount of Operating Expenses, the Security Deposit and any otherExcluded Rights and Obligations of Tenant under the Lease; (ii) anyobligation under the Lease that only Tenant can perform and forwhich there is not a corresponding or substantially similarobligation of Subtenant under the Sublease that providessubstantially the same benefit to Landlord; and (iii) an Event ofBankruptcy of Tenant (which is a default under theLease). 

## If Subtenant does not perform any of the obligations of Tenantunder the Modified Wilson Lease, Tenant shall nevertheless have thecontinuing obligation to do so, and performance by Tenant shall beaccepted by Landlord as if Subtenant had performed such obligations(subject to the notice and cure rights set forth in the ModifiedWilson Lease, as modified hereby).

## The parties acknowledge that pursuant tothe Titan Lease, Titan has the right to add the Subleased Premisesto the premises leased pursuant to the Titan Lease as of theexpiration of the term of the Sublease, and that pursuant to the4th Amendment, Tenant has subordinated its right torenew the term of the Lease to such rights granted to Titan. If Titan fails to exercise such right and fails to timely vacatethe Subleased Premises at the expiration of the term of theSublease, then (i) Titan shall be deemed to be a holdover tenantwith respect to the Subleased Premises, (ii) Landlord shall haveall of the same rights on account thereof that are reserved toLandlord in the event of Titan’s holding over with respect tothe Direct Lease Premises, as set forth in the Titan Lease, and(iii) Tenant will not be deemed to be holding over and shall haveno liability to Landlord on account of any such holding over byTitan.

# No Further Transfer.  This Consent shall not be deemed tobe an authorization for or consent to any further or otherassignment or subletting of all or any part of the SubleasedPremises.  With respect to any assignmentor subletting by Tenant, the rights and obligations of Tenant andLandlord shall be determined by the Lease, as modified by thisConsent.  With respect to any assignment or subletting bySubtenant (or anyone entitled to claim lease rights throughSubtenant), the rights and obligations of Landlord, Tenant andSubtenant shall be determined by the Sublease, the Modified WilsonLease and this Consent.  Subtenant agrees that it willnot assign or encumber, or permit to be encumbered, its rights orinterests under the Sublease, nor sublet the whole or any part ofthe Subleased Premises, without the prior written consent ofLandlord, which consent shall be granted or withheld only inaccordance with the procedures and standards for approvingsubleases and assignments, and subject to Landlord’srecapture and profit sharing rights, as set forth in the ModifiedWilson Lease; provided that, the Subleased Premises and the DirectLease Premises shall be aggregated for purposes of determiningwhether the 50% threshold relevant to Landlord’s andTenant’s ability to recapture has been reached.  If aproposed sub-subleasing would cause the 50% threshold to beexceeded, Landlord and Tenant shall each have the right torecapture the portion of the space proposed to be sub-sublet thatis within the Direct Lease Premises and the Subleased Premises,respectively.  In regard to “profit sharing” asdefined in Section 7.2(e) of the Modified Wilson Lease,“proceeds” (as used therein) shall be deemed to includeproceeds derived from subletting, as well as the proceeds fromsub-subletting.  Tenant shall have no obligation to profitshare with Landlord unless and until the amount of the proceedsderived from subletting and the proceeds derived fromsub-subletting, in the aggregate, exceed the threshold set forth inSection 7.2(e)(1) of the Modified Wilson Lease.  By way ofexample, assume Tenant’s rent is then $40.00 per rentablesquare foot, Subtenant’s rent is then $20.00 per rentablesquare foot, and Subtenant sub-subleases the Subleased Premises for$45.00 per rentable square foot.  Assume Subtenant incurscosts of $3.00 per rentable square foot, which results in netproceeds to Subtenant of $42.00 per rentable square foot. Based on these assumptions and the requirement under the Subleasethat Tenant and Subtenant share “proceeds” resultingfrom sub-subletting, Tenant receives an additional $11.00 perrentable square foot derived from the sub-sublease.  Tenantowes no “profits” to Landlord because Tenant hasreceived an amount in the aggregate (i.e., $20.00 plus $11.00) thatis less than Tenant’s then rent under the Lease($40.00).  Any request for approval delivered to Tenantpursuant to the Sublease shall simultaneously be delivered toLandlord such that Landlord’s and Tenant’s approvalperiods run concurrently.  Notwithstanding the foregoing,subject to the provisions of the Modified Wilson Lease, Subtenantmay assign the Sublease, or sublease all or any part of theSubleased Premises, without obtaining Landlord’s consent ifsuch assignment or sublease is one for which Landlord’sconsent is not required under the Modified Wilson Lease (e.g.,assignments resulting from the merger, consolidation, or othercorporate reorganization of Subtenant, or the sale or transfer ofthe capital stock of Subtenant as set forth in Section 7.1(a) ofthe Modified Wilson Lease; and assignments and/or subleases to anAffiliate of Subtenant or a Parent of Subtenant as set forth inSection 7.5), provided that references to “Tenant” inArticle VII of the Modified Wilson Lease shall be deemed referencesto “Subtenant”.** **

# Consents and Approvals:  During the term of the Sublease,Landlord shall continue to have all of the rights of approval andconsent set forth in the Modified Wilson Lease, and Tenant shallhave the rights of approval and consent set forth in the Sublease,subject to the following terms and conditions:

## If Landlord grants an approval or consent or grants an approvalor consent subject to conditions, Tenant, if Subtenant so requests,shall grant the same approval within the applicable time periodunder the Sublease unless it reasonably determines any of thefollowing, in which event it may within the applicable time periodunder the Sublease grant or withhold its approval as it reasonablydetermines is required or permitted by the Sublease: (i) Landlord’s action is in bad faith or in violation ofits obligations under the Modified Wilson Lease or this Consent; or(ii) Landlord is not obligated to give the approval and theapproval could have a material and adverse effect on Tenant or onTenant’s interest in the Subleased Premises.

## Notwithstanding anything contained hereinto the contrary, the parties agree that Titan and Landlord mayenter into amendments to the Titan Lease (thereby amending theModified Wilson Lease), and Titan may obtain Landlord’sconsent, approval, or waiver of matters under the Modified WilsonLease, all without Tenant's prior consent, but only with respect tomatters arising under the Permitted Modification Sections (ashereinafter defined); provided that, Tenant is hereby released byLandlord and Titan from any new Tenant liability or increase in anyexisting Tenant liability that may result from any such amendment,consent, approval or waiver, and provided further that, Titanacknowledges and agrees that Landlord shall be entitled to takeinto account such release of Tenant when deciding whether or not togrant any such consent, approval, waiver or amendment.  Ifnotwithstanding the foregoing release of Tenant, Landlordreasonably determines that any such consent, approval, waiver oramendment could have a material adverse effect on Tenant, then suchmatter shall require the prior written consent of Tenant (to theextent required of Tenant and in accordance with the standards setforth in the Modified Wilson Lease, it being understood that Tenantshall not be obligated to approve any waivers or amendments thatTenant reasonably determines could have a material adverse effecton it, taking into account the release).  Tenant shall havethe right to waive its right to approve such matter, and if itwaives such right, then its consent shall not be required and therelease shall apply and Tenant shall thereby assume the risk of anymaterial adverse effect on it that may result notwithstanding therelease.  If Tenant does not waive such right of approval andTenant’s consent is granted, then the foregoing release shallnot be applicable to such consent, approval, waiver oramendment.  Subtenant shall promptly provide Tenant writtennotice of any waiver or amendment that is granted by Landlord,whether or not Tenant’s prior written consent shall have beenrequired.  For purposes hereof, the term "**PermittedModification Sections**" shall mean the following articles of theModified Wilson Lease: VI [Use of Premises];VIII [Tenant’s Maintenance and Repairs]; X[Signs and Furnishings]; XI [Tenant’s Equipment];XII [Inspection by Landlord]; XIV [Services andUtilities]; XVI [Rules and Regulations]; XVII [Damageor Destruction]; XVIII [Condemnation]; XXIV[Parking]; XXV [General Provisions]; and XIX [Defaultby Tenant], but, as to Article XIX, only with respect to waiversthat neither involve the payment of rent nor materially andadversely affect Tenant or its interest in the Subleased Premises,taking into account any applicable release, cure or other relevantmatter; provided that, modifications to any of the PermittedModification Sections may not thereby (directly or otherwise)modify another provision of the Modified Wilson Lease that is notcontained in any one of the Permitted Modification Sections. The parties hereto acknowledge and agree that the foregoing doesnot preclude any subtenant or assignee of Subtenant from benefitingfrom modifications to any of the Permitted ModificationSections. 

## Except as otherwise provided in this Section 5, Tenanthereby retains all approval and consent rights granted by theSublease and the discretion to grant waivers or modify theSublease, unrestricted by this Consent.

           D.        Except as permitted inthe Modified Wilson Lease, no alterations, additions, or physicalchanges shall be made in the Subleased Premises withoutLandlord’s and Tenant’s prior written consent in eachinstance, which consent shall be governed by the standards setforth in the Modified Wilson Lease and this Consent.  In the case of the initial improvements to theSubleased Premises, such consent shall be granted or withheldsubject to the standards and otherwise in accordance with the termsof that certain Work Agreement of even date herewith by and amongLandlord, Tenant and Titan, which is attached hereto as ExhibitB and incorporated herein by this reference (the "**WorkAgreement**").  Subsequent alterations, additions orphysical changes to the Subleased Premises shall similarly besubject to approval by Landlord and Tenant, which approval shall begranted or withheld in accordance with the terms of the ModifiedWilson Lease; provided that, Tenant shall be deemed to haveapproved any alteration, addition or physical change that is not aSubstantial Alteration (as hereinafter defined), without obtainingTenant’s consent, and provided further that, with respect toSubstantial Alterations, Tenant will not withhold its consent toany such alterations, additions or changes if Landlord approves thesame and Landlord has, in good faith, applied substantially uniformstandards of approval to the Direct Lease Premises and theSubleased Premises (i.e., Landlord has not approved analteration in the Subleased Premises that it has disapproved orwould disapprove if requested with respect to the Direct LeasePremises) and the alterations, additions or changes are either (i)comparable to improvements landlords have generally permitted inother Class A office buildings in the Washington, D.C. metropolitanarea, or (ii) comparable to improvements Titan has made in otherClass A office buildings of not less than 100,000 square feet inwhich it leases space in the United States.  For purposeshereof, an alteration, addition or physical change shall be deemedto be a “**Substantial Alteration**” if the costthereof exceeds the product of Fifteen Dollars ($15) multiplied bythe number of square feet of rentable area directly affected by thealteration, addition or change.  If Tenant fails to approve ordisapprove any Substantial Alteration within ten (10) Business Daysfollowing receipt of a request for approval, Tenant shall be deemedto have approved such Substantial Alteration.  Except asspecifically provided in this subparagraph, Tenant shall not beliable to either Landlord or Titan (i) for any failure of Subtenantto perform its obligations under the Modified Wilson Lease withrespect to the making of any alterations by Subtenant, (ii) for thecost of any alterations made by Subtenant, or (iii) for any defectin design, construction, or equipment installed, injury to persons,damage to property, failure to comply with applicable Laws, ormechanic's lien claims arising or resulting from the making of anysuch alterations by Subtenant.

# No Representations or Modification.  Nothing contained inthe Sublease or this Consent shall:  (a) constitute arepresentation or warranty on behalf of Landlord, except as setforth in Sections 1 and 15 above; (b) except as otherwisespecifically set forth in this Consent, waive or release Tenant orany person or entity claiming by, through or under Tenant(including Subtenant) from any of its obligations under the Leaseor any other document affecting the Premises, or waive any presentor future default of Tenant under the Lease; or (c) except asotherwise specifically set forth in this Consent, modify, waive,amend or affect any provisions, covenants or conditions of theLease or any rights or remedies of Landlord thereunder. 

# Direct Obligations between Landlord and Subtenant. Landlord acknowledges and agrees that it will be directly liableand responsible to Subtenant to comply with and to perform all ofthe obligations, covenants, responsibilities and indemnities ofLandlord under the Modified Wilson Lease, and Subtenant shall haveremedies directly against Landlord for any breach thereof. Furthermore, Landlord and Subtenant acknowledge and agree thatSubtenant shall have the right to request directly from Landlordthose operational services that may otherwise be requested byTenant of Landlord under the Modified Wilson Lease, includingmaintenance work order, changing directory listings, schedulingdeliveries, coordinating parking and supplemental heating,air-conditioning and ventilation services.  Landlord agreesthat Subtenant and the Subleased Premises shall enjoy and have thebenefit of Landlord’s maintenance, repair and otheroperational obligations under the Modified Wilson Lease.  Inconnection with any such services directly requested of Landlord bySubtenant, (i) any charges for such services shall be payabledirectly by Subtenant to Landlord and shall constitute additionalrent under the Titan Lease, (ii) any failure to timely pay any ofsuch charges shall constitute a default hereunder and under theTitan Lease (subject to the notice and cure rights containedtherein), and shall not constitute a default under the Lease, and(iii) Tenant shall have no liability or obligation to Landlord orSubtenant with respect to such services directly requested bySubtenant.

# Default. 

## Any breach or violation of any provisions of the Sublease, theModified Wilson Lease or this Consent by Subtenant or Landlord(whether by act or omission) shall be deemed to be and shallconstitute a default in fulfilling such provision and, in suchevent, the non-defaulting party shall have all the rights, powersand remedies provided in the Modified Wilson Lease or at law or inequity with respect to defaults under the Modified WilsonLease.  ** **Similarly, any suchdefault shall be subject to the notice and cure periods set forthin the Modified Wilson Lease, and shall constitute an“**Event of Default**” if not cured withinthe notice and cure periods set forth in the Modified WilsonLease.  An Event of Default by Subtenant or Landlordhereunder, or under the Sublease or the Modified Wilson Lease shallconstitute an Event of Default by such defaulting party under theTitan Lease. 

## Should any default occur on the part of Subtenant under theSublease or this Consent that is or could result in an Event ofDefault by Tenant under the Modified Wilson Lease, Landlord shallgive Tenant written notice thereof concurrently withLandlord’s written notice of default given toSubtenant.  In the case of monetary defaults, Tenant shall beafforded five (5) days longer than the cure period provided toSubtenant in which to cure the default.  In the case of anon-monetary default, Tenant shall be afforded twenty (20) dayslonger than the cure period provided to Subtenant in which to curesuch default; provided that, Tenant shall have an additionalreasonable time after the expiration of such cure period withinwhich to remedy such default, provided (i) Tenant shall havepromptly commenced and thereafter diligently pursues the cure tocompletion, (ii) Tenant shall have fully cured any otheroutstanding defaults within the applicable cure periods thereforand shall continue to pay currently all monetary obligations as andwhen the same are due, and (iii) Tenant shall have given Landlordwritten notice that Tenant intends to take action to enforceremedies against Subtenant pursuant to the Sublease and, unlessprevented by operation of law, shall have commenced action toenforce its remedies to enable it to cure such default, and shallthereafter diligently and continuously prosecute such remedies tocompletion.  Further, in the case of a non-monetary Event ofDefault that in the nature thereof cannot be remedied by Tenant,the same shall not constitute an Event of Default under theModified Wilson Lease provided (i) within thirty (30) daysfollowing Tenant’s receipt of the notice of default fromLandlord, Tenant shall have (x) given Subtenant written noticeterminating the Sublease and (y) commenced legal action or otherappropriate proceedings to enforce its remedy of terminationagainst Subtenant under the Sublease, and Tenant shall thereafterdiligently and continuously prosecute any such proceedings tocompletion; (ii) Tenant shall have fully cured any other defaultswithin the applicable cure periods therefor and shall thereaftercontinue to faithfully perform all monetary obligations as and whenthe same are due; and (iii) after gaining possession of theSubleased Premises, Tenant shall perform all of the obligations ofTenant under the Lease as and when the same are due and cure anydefaults that are curable by Tenant but that require possession ofthe Premises to cure, such cure to be effected within twenty (20)days after gaining possession, or such longer period of time as isreasonably necessary to effect such cure using all duediligence.  In addition to the concurrentnotices of Subtenant default required to be given to Tenantpursuant to this Section, if a default notice has not been given toSubtenant, Landlord shall nevertheless endeavor, in good faith, to(a) notify Tenant, within thirty (30) days after delinquency, ofany default by Subtenant in the payment of a monetary obligation inexcess of $20,000 for which Tenant is also liable to Landlord; and(b) notify Tenant of any material non-monetary default by Subtenantin the performance of any obligation for which Tenant is alsoliable to Landlord, within sixty (60) days after Landlord hasactual knowledge of such default.

## Tenant’s obligations under this Consent shall be deemedto be obligations under, and shall amend, the Modified Wilson Leaseand the Lease, as applicable, and any default by Tenant in theperformance of such obligations shall be subject to the notice andcure rights and Landlord remedies set forth in the Modified WilsonLease and the Lease, as applicable.

# Landlord’s Receipt of Payments from Subtenant. Landlord agrees to receive directly from Subtenant all sums due orpayable to Tenant by Subtenant pursuant to the Sublease on accountof Base Rent or additional rent on account of increases inOperating Expenses, and Subtenant agrees to pay all such sumsdirectly to Landlord.  Tenant shall receive from Landlord acorresponding credit for such sums against any and all paymentsthen due or thereafter becoming due from Tenant.  The receiptof such direct payments shall not cause Landlord to assume any ofTenant’s duties, obligations or liabilities under theSublease.

# Brokers.  All parties hereto represent and warrant thatthey have dealt with no broker, finder, or agent or other person inconnection with the Sublease other than those persons identified inSection 20 of the Sublease (the“**Brokers**”).  Tenant shall pay anycommission or other compensation owed to the Brokers in connectionwith the Sublease in accordance with the written agreements betweenTenant and such Brokers.  Tenant and Subtenant agree toindemnify and hold Landlord harmless from and against any claims orcauses of action for a commission or other form of compensationarising from the Sublease, except for any other broker that mayhave been engaged by Landlord.  The provisions of this Section10 shall survive the expiration or earlier termination of theSublease.

# Notices.  Subtenant shall simultaneously deliver a copy toLandlord of all notices sent to Tenant pursuant hereto or pursuantto the Sublease, Tenant shall simultaneously deliver a copy toLandlord of all notices sent to Subtenant pursuant hereto orpursuant to the Sublease, and Landlord shall simultaneously delivera copy to Subtenant of all notices sent to Tenant pursuant heretoor pursuant to the Modified Wilson Lease (including, but notlimited to, statements and reconciliations of annual OperatingExpenses and additional rent payable on account thereof), in themanner required for notices under the Modified Wilson Lease (exceptthat notices to Subtenant shall be given to the addresses specifiedin the Titan Lease).

# Sublease.  Tenant and Subtenant hereby represent toLandlord that the Sublease attached to this Consent as Exhibit Aconstitutes the entire agreement between the parties and no premiumor other consideration is being paid to Tenant or for the benefitof Tenant in connection with the Sublease except as specificallystated in the Sublease.  Notwithstanding anything to thecontrary contained in the Lease or the Sublease, Tenant andSubtenant shall not, without the prior written consent of Landlordin each instance (which consent shall not be unreasonably withheld,conditioned or delayed), execute any amendment to or modificationor extension of the Sublease, and any amendment or modificationentered into without such consent shall be void and of no force oreffect.

# No Modification.  This Consent constitutes the entireagreement of the parties hereto with respect to the matters statedherein.  This Consent may not be altered, amended, modified orchanged orally, but only by an agreement in writing signed by allof the parties hereto.

# Termination of Lease; Non-Disturbance and Attornment.  If,at any time prior to the expiration or earlier termination of theterm of the Sublease, the Lease (or Tenant's right to possession)shall expire or be sooner terminated for any reason, then theSublease shall simultaneously terminate and Subtenant shall vacatethe Subleased Premises on or before the date of termination, anynotice to quit being hereby expressly waived by Subtenant. Notwithstanding any of the foregoing, upon any such termination ofthe Lease, so long as Subtenant is not in default beyond anyapplicable grace or cure period in the payment of rent or in theperformance of any of the other material terms, covenants orconditions of the Sublease, the Modified Wilson Lease, this Consentor the Titan Lease, Subtenant's possession and occupancy of theSubleased Premises shall not be terminated, interfered with ordisturbed by Landlord during the remainder of the term of theSublease, and in such event Subtenant shall attorn to Landlord forthe remainder of the term of the Sublease, such attornment to beupon all of the terms and conditions as the Modified Wilson Lease,as modified to reflect the rent obligations set forth in theSublease, except that the annual base rent payable by Subtenantshall increase to an amount equal to the sum of (i) the product ofOne Dollar ($1.00), multiplied by the number of square feet ofrentable area in the Subleased Premises, plus (ii) the annual baserent then payable by Subtenant to Tenant under the Sublease. Each of Subtenant and Landlord agrees to execute from time to timedocuments reasonably satisfactory to the other in confirmation ofsaid attornment and non-disturbance.  The provisions of thisSection 14 shall be self-operative and shall apply notwithstandingthe fact that, as a matter of law, the Sublease may otherwiseterminate upon the termination of the Lease.  Nothingcontained in this Section 14 shall be construed to impair or modifyany right otherwise exercisable by Landlord or Subtenant, whetherunder the Lease, the Modified Wilson Lease or any other agreement,at law or in equity.  Following any suchtermination of the Lease and attornment, any Event of Default byTenant or Landlord hereunder or under the Modified Wilson Leaseshall constitute an Event of Default under the Titan Lease, and anyEvent of Default by Tenant or Landlord under the Titan Lease shallconstitute an Event of Default hereunder and under the ModifiedWilson Lease.

# Ratification.  By executing this Consent, Landlord, Tenantand Subtenant acknowledge and agree to be bound by all of the termsand conditions of this Consent.  As further inducement forLandlord to grant its consent to the Sublease, Tenant representsand warrants to Landlord and Subtenant, as of the date hereof, thatTenant has no claims, counterclaims, defenses or set-offs againstLandlord arising from or out of a breach or default by Landlordunder or relating to the Lease, that neither Landlord nor Tenant isin default under any terms of the Lease, nor has any event occurredwhich, with the passage of time or giving of notice (or both), willconstitute an Event of Default under the Lease.  Landlordrepresents and warrants to Tenant and Subtenant, as of the datehereof, that neither Landlord nor Tenant is in default under anyterms of the Lease, nor has any event occurred which, with thepassage of time or giving of notice (or both), will constitute anEvent of Default under the Lease.

# Insurance.  Subtenant’s insurance referred to inSection 16 of the Sublease shall name, in addition to Landlord,Landlord’s Members (“Boston Properties LimitedPartnership” and “Terrabrook Two Freedom Square,LLC”) and Landlord’s lender as additionalinsureds.  Subtenant hereby waives andreleases Landlord and the holder of any mortgage from any and allliabilities, claims and losses for which Landlord is or may be heldliable to the extent Subtenant either is required to maintaininsurance pursuant to the Sublease or the Modified Wilson Lease, asapplicable, or receives insurance proceeds on accountthereof.  Landlord hereby waives and releases Subtenant fromany and all liabilities, claims and losses for which Subtenant isor may be held liable to the extent Landlord either is required tomaintain insurance pursuant to the Modified Wilson Lease orreceives insurance proceeds on account thereof.  Both partiesshall secure waiver of subrogation endorsements from theirrespective insurance carriers as to the other party.

# Expansion Rights.  The parties hereto acknowledge andagree that pursuant to the 4th Amendment, Tenant hassubordinated all of its expansion rights under the Lease toTitan’s expansion rights as set forth in the Titan Lease, asit may be amended, amended and restated or replaced from time totime.  In no event shall Titan have the right to exercise anysuch Tenant expansion rights by virtue of the Sublease, thisConsent or otherwise, Titan’s expansion rights being limitedto the rights set forth in the Titan Lease.  It is furtheracknowledged that so long as the Sublease has not been terminated,the subleasing of the Subleased Premises pursuant to the Subleaserenders Tenant’s rights pursuant to Section 26.3 of the Leaseunexercisable by their terms.

# Counterparts.  This Consent may be executed in counterpartcopies, each of which shall constitute an original and all of whichtogether shall constitute one agreement.

# Choice of Law.  This Consent shall for all purposes beconstrued in accordance with and governed by the laws of theCommonwealth of Virginia, excluding the choice of law provisionsthereof.

*[Signatures onfollowing page]*

IN WITNESSWHEREOF, the parties hereto have executed this Consent to Subleaseas of the date first above written.

**LANDLORD:**

**TWO FREEDOM SQUARE,L.L.C.**

By:           BOSTONPROPERTIES LIMITED                                                  PARTNERSHIP, a Delaware limited partnership

By:       BOSTONPROPERTIES, INC.,

a Delaware corporation,its sole

general partner

By:        /s/RAYMOND A. RITCHEY [SEAL]Name:    Raymond A. RitcheyTitle:     Executive Vice President

By:           TERRABROOKTWO FREEDOM SQUARE, L.L.C., a Delaware limited liability company, memberBy:        /s/ THOMAS A.WILLIAMSON [SEAL]Name: Thomas A. WilliamsonTitle:   Vice President

                                                                       **TENANT:**

                                                                       WILSON SONSINI, GOODRICH & ROSATI,                                                                        Professional Corporation                                                                       By:    /s/ DONNA M. PETKANICS

                                                                                   Donna M. Petkanics

                                                                                   Managing Director, Operations

                                                                       By:    /s/ BRADFORD C. O’BRIEN

                                                                                   Bradford C. O’Brien

                                                                                   Assistant Secretary

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**SUBTENANT:**

                                                                       THE TITAN CORPORATION, a                                                                        Delaware corporation

                                                                       By:       /s/ MARK W. SOPP[SEAL]                                                                       Name:  Mark W. Sopp                                                                       Title:     Chief FinancialOfficer

           

Attachments:

Exhibit A --Executed Copy of SubleaseExhibit B -- Executed Copy of Work Agreement

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**EXHIBITK**

****

**FORM OFCONSENT TO SUBLEASE**

****

TWO FREEDOM SQUARE,L.L.C., a Delaware limited liability company, as landlord("**Landlord**") under that certain Lease with THE TITANCORPORATION, a                corporation, as tenant ("**Tenant**") dated as of March__, 2003 (the "**Lease**"), respecting premises in the officebuilding commonly known as “Two Freedom Square”,located at 11955 Freedom Drive, Reston, Virginia (the“**Building**”), hereby acknowledges and consents tothe execution and delivery of the attached Sublease (the"**Sublease**") dated ________________, 20__, between Tenant and______________, a ________________ ("**Subtenant**"), subject toand conditioned upon the following:

A.       Notwithstanding the foregoing acknowledgment and consent, (i)Landlord is not, and shall not be nor become, a party to theSublease, (ii) except as otherwise provided herein, Landlord'sconsent does not and shall not create any contractual liability,obligation or duty on the part of Landlord to Subtenant or in anymanner affect the rights and obligations of Landlord and Tenantunder the Lease, (iii) Landlord's consent does not and shall notmean or imply that Landlord makes, has made or will make toSubtenant any of the representations or certifications set forthexplicitly or incorporated by reference in the Sublease, (iv)Landlord's consent does not and shall not impose nor create anyadditional burden or obligation on Landlord to Tenant and does notmodify or alter Landlord's obligations to Tenant under the Lease,and (v) Tenant is not and shall not be relieved of or released fromany liability for the performance of the terms, conditions,covenants, obligations and duties of Tenant under the Lease,whether occurring prior or subsequent to the effective date of theSublease, including, without limitation, the obligation to pay rentunder the Lease, and Tenant shall pay directly to Landlord all rentand other sums due to Landlord under the Lease.

B.        Subtenant acknowledges that any rights or remedies it has under theSublease are derived from the Lease and, notwithstanding anythingto the contrary contained herein or in the Sublease, Subtenantagrees to be bound by all of the terms and conditions of the Leaseas fully and completely as if Subtenant were the original tenantunder the Lease (except that Subtenant shall not be obligated topay to Landlord the rent set forth in the Lease). Notwithstanding anything in the Sublease to the contrary, theSublease is and shall remain in all respects subject andsubordinate to the Lease (as the same may be amended) and to allmortgages relating to the Building.  Landlord shall be boundsolely by the terms and conditions of the Lease and not by theterms and conditions of the Sublease; however, Landlord shall haveany rights specifically allocated to Landlord pursuant to theSublease.

C.       Subtenant and Tenant hereby represent to Landlord that the Subleaseattached hereto constitutes the entire agreement between theparties and no premium or other consideration is being paid toTenant or for the benefit of Tenant in connection with the Subleaseexcept as specifically stated herein.  No amendment to theSublease shall be effective without the prior written approval ofLandlord.  In no event shall any amendment to the Subleaseaffect or modify (or be deemed to affect or modify) the Lease inany respect.

D.       Landlord's consent to the Sublease shall not mean that Landlord hasreviewed or approved any plans for Subtenant's space as requiredpursuant to the terms of the Sublease and the Lease.  Landlordshall not review any plans for Subtenant's space unless and untilSubtenant and Tenant shall have provided Landlord with evidencethat any and all plans for Subtenant's space conform to and complywith the requirements of the Lease.

E.        Landlord’s consent to the Sublease shall not constituteconsent to any future sublease or assignment.

F.        Subtenant’s insurance referred to in Article __ of theSublease shall name, in addition to Landlord, Landlord’sManager (“Boston Properties LimitedPartnership”) and Landlord’s lender asadditional insureds.

*[Signature Page Follows]*

IN WITNESS WHEREOF, theparties hereto have executed this Consent to Sublease as of the ___day of ______________, 20__.

**LANDLORD:**

**TWO FREEDOM SQUARE,L.L.C.**

By:           BOSTONPROPERTIES LIMITED                                                  PARTNERSHIP, a Delaware limited partnership

                By:       BOSTON PROPERTIES,INC.,

                a Delaware corporation, its sole general partner

By:    __________________[SEAL]           Name: ________________________           Title:   ________________________

                                                                       By:       TERRABROOK TWO FREEDOM                                                                                    SQUARE, L.L.C., a Delaware limited                                                                                    liability company, member                                                                                   By:     ________________________[SEAL]                                                                                   Name: ________________________                                                                                   Title:   ________________________

                                                                       **TENANT:**

                                                                       **THE TITAN CORPORATION**, a                           corporation

WITNESS:

By:      _________________                         By:      ____________________________________

Title:    ________________                           Name:  ____________________________________                                                                       Title:    ____________________________________

                                                           [CORPORATE SEAL]

 Include if lease providesfor reductions in letter of credit.