[Missing
                Graphic Reference]
            **CORPORATE**
              **OFFICE**
              **PROPERTIES**









Corporate
      Office Properties Trust 8815
      Centre Park Drive, Suite 400 Columbia,
      Maryland 21045 *Telephone* 410-730-7536 *Facsimile* 410-992-7534

















**Date:**  June
      13,
      2005




**To:**  Distribution




**Re:**  Gateway
      44, 6760 Alexander Bell Drive, Suite 260 Convera
      Corporation


Agreement
      of Lease






Please
      find attached a copy of the referenced document dated 6/10/05.




**DISTRIBUTION:** **Sue Sheridan**




**Jennifer
      Eckel** **Stephanie
      Potter** **Sam Keeton**


**George
      Marcia** **Carl Nelson**


**Dave
      Norfolk**


**Barbara
      Crago** **Cathy Ward**


**Jeff
      Marquma** **Andrea
      Koesters** **Tori Williams Patty Feick**




**Susan
      Perkins (w/o attachment)**


**Tracy
      Shore (w/o attachment)**




**Annette
      Bohrer (w/o attachment)**


**Connie
      Epperlein (w/o attachment)**


**Lender
      code: 21.2T0**










AGREEMENT
      OF LEASE




by
      and
      between




GATEWAY
      44, LLC




Landlord




and




CONVERA
      CORPORATION




Tenant




(6760
      Alexander  **Bell** Drive,
      Suite 260)





1


convera.lease
      4/29/05


ibw






**AGREEMENT
      OF LEASE**


**GATEWAY** 44, **LLC
      (** " **LANDLORD")**


**CONVERA
      CORPORATION (** " **TENANT")**


**TABLE
      OF CONTENTS**






1.
                Definitions and Attachments
            32.
                Demise
            53.
                Term
            54.
                Security Deposit and Advance Rent
            65.
                Use
            66.
                Rent
            77.
                Requirements of Aplicable Law
            108.
                Certificate of Occupancy
            119.
                Contest-Statute, Ordinance, Etc
            1110.
                tenant's Improvements
            1111.
                Repairs and Maintenance
            1112.
                Conduct on Premises
            1313.
                Insurance
            1314.
                Rules and Regulations
            1415.
                Mechanics' Liens
            1416.
                Tenant's Failure to Repair
            1417.
                Property - Loss, Damage
            1518.
                Destruction - Fire or Other Casualty
            1519.
                Eminent Domain
            1520.
                Assignment
            1521.
                Default; Remedies; Bankruptcy of Tenant
            1622.
                Damages
            1823.
                Services and Utilities
            1824.
                Electric Current
            1925.
                Telephone and Telecommunications
            2026.
                Acceptance of Premises
            2027.
                Inability to Perform
            2028.
                No Waivers
            2129.
                Access to Premises and Change in Services
            2130.
                Estoppel Certificates
            2131.
                Subordination
            2132.
                Attomment
            2133.
                Notices
            2234.
                Intentionally Deleted
            2235.
                Tenant's Space
            2236.
                Quiet Enjoyment
            2237.
                Vacation of Premises
            2338.
                Members' Liability
            2339.
                Separability
            2340.
                Indemnification
            2341.
                Captions
            2442.
                Brokers
            2443.
                Recordation
            2444.
                Successors and Assigns
            2445.
                Integration of Agreements
            2446.
                Hazardous Material; Indemnity
            2547.
                Americans With Disabilities Act
            2548.
                Several Liability
            2649.
                Financial Statements
            2650.
                Definition of Day and Days
            26








2




AGREEMENT
      OF LEASE




GATEWAY
      44, LLC ("LANDLORD")




**CONVERA
      CORPORATION** ("TENANT")




AGREEMENT
      OF LEASE




THIS
      AGREEMENT OF LEASE (this "Lease") made this 10th day of June,
      2005, by and between **GATEWAY
      44, LLC** (the " Landlord")
      and **CONVERA
      CORPORATION** (the
      "Tenant"), witnesseth that the parties hereby agree as follows:






WLTNESSETH:




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




1.  Definitions
      and Attachments.




1
      1  Certain
      Defined Terms.




1
      1.1
      "Project" means the subdivided lot located in the Columbia Gateway development
      of Howard County, Maryland, which contains 15.262 acres and is more fully
      described on Exhibit
      A-1 attached
      hereto and made a part hereof, which contains four (4) multi-tenant office
      buildings located at 6760, 6750, 6740 and 6716 Alexander Bell
      Drive.




1.1.2 " Building"
      means the office building located at 6760 Alexander Bell Drive, Columbia,
      Maryland 21046, which is located within Howard County, Maryland.




1.1.3
      "Rentable Area of the Building" means 37,248 rentable square feet, subject
      to
      adjustment in accordance with BOMA standards.




1.1.4 " Rentable
      Area of the Project" means 229,736 rentable square feet, subject to adjustment
      as described in Section
      6.2.6 of this
      Lease.




1.1.5 " Premises"
      means that the Initial Premises and the Remaining Premises. "Initial Premises"
      shall mean that portion of the Building located on the second floor designated
      as Suite 260 described on the schedule attached hereto as Exhibit "A" and made
      a
      part hereof. "Remaining Premises" shall mean that portion of the Building
      located on the first floor designated as Suite 150 described on the schedule
      attached hereto as Exhibit "A".




1.1.6 " Rentable
      Area of the Premises" means 8,388 rentable square feet; consisting of 2,364
      rentable square feet in the Initial Premises and 5,024 rentable square feet
      in
      the Remaining Premises.




1.1.7
      "Initial Term" means a period of three (3) years plus the part of a month
      mentioned in Section
      3.1, commencing on the Initial Premises Commencement Date and ending as provided
      in Section
      3.1.


1.1.8
                "Annual Baso Rent" means the amount set forth on the following
                schedule:A.For
                the Initial Premises:Rental
                Year
            PSF
            Annual
                Base Rent
            Monthly
                Installments
              Of
                Annual Base Rent1
            $23.00
            $54,372.00
            $4,531.002
            $23.69
            $56,003.16
            $4,666.933
            $24.40
            $57,683.25
            $4,806.94









B.  For
      the
      Remaining Premises:




Remaining
      Premises Commencement Date





- Lease
      Year 3*  $24.40  $122,585.60  $10,215.47




*
      Assumes
      a Remaining Premises Commencement Date occurring in Lease Year 3. If the Remaining
      Premises Commencement Date occurs in a Lease Year prior to Lease Year 3, then
      the Base
      Rent shall be the Per Square Foot number used in such Lease Year in the Initial
      Premises Base Rent schedule above multiplied by the Rentable Area of the
      Remaining Premises.




1.1.10
      "Target Date" means August 1, 2005.




1.1.11 " Advance
      Rent" means the sum of $4,531.00. See Section
      4.2. 1.1.12 " Security
      Deposit" means the sum of $4,531.00. See Section
      4.1.


1.1.13
      "Tenant Notice Address" means




1921
      Gallows Road, Suite 200 Vienna,
      VA 22182-3900


Attn:


Telephone
      (703) 761-3700 Telecopier (703) 761-1990




1.1.14 " Base
      Year
      Building Expenses" shall mean the actual Building Expenses per rentable square
      foot incurred by Landlord for the 2006 calendar year.




1.1.15
      "Base Year Taxes" shall mean the actual Taxes incurred by Landlord in connection
      with the Project per rentable square foot for the 2006 calendar
      year.




1.1.16
      "Broker" means The Ezra Company.




1.2  Additional
      Defined Terms.




The
      following additional terms are defined in the places in this Lease noted below:
      Term  Section


47"Applicable
                Laws"
            7"Building
                Expenses"
            6.2.2"Commencement
                Date"
            3.1"Common
                Areas"
            6.2.4"Cost
                of Building Expenses Per Square Foot"
            6.4.1"Cost
                of Taxes Per Square Foot"
            6.3.1"Default
                Rate"
            6.6"Hazardous
                Material"
            46"HVAC"
            23"Landlord's
                Notice"
            3.3"Lease
                Year"
            6.2.5"Mortgagee"
            31"Normal
                Business Hours"
            23"Property"
            6.2.1"Substantially
                Complete"
            3.2"Successor"
            32"Tenant
                Improvements"
            35"Term"
              
              1.3Attachments.
            3.4









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




Exhibit
      "A" - Floor Plan


Exhibit
      "B" - Rules and Regulations


Exhibit
      "C" - Schedule of Tenant Improvements





Exhibit
                "D" Exhibit "E" Exhibit "F" Exhibit "G"
            -
                Estoppel Certificate
              -Subordination,
                Attornment and Non-Disturbance Agreement
              -Guaranty
              -Commencement
                Date Agreement









2.   Demise. Landlord
      hereby leases unto Tenant, and Tenant does hereby rent from Landlord the
      Premises. In addition thereto, Tenant shall have the right to use, on a
      non-exclusive basis, and in common with the other tenants of the Building the
      Common Areas of the Building (as that term is defined in Section
      6.2.4 hereof).




3.  Term.




3.1 Commencement
      Date and Term. This
      Lease shall commence on the " Initial
      Premises Commencement Date" (as herein defined) and shall be for the Initial
      Term, plus the portion of a calendar month, if any, from the Commencement Date
      to the last day of the calendar month in which such Commencement Date occurs.
      As
      used in this Lease, the term " Initial
      Premises Commencement Date", as advanced or postponed pursuant to the terms
      hereof, shall be defined as the earlier to occur of (a) the date on which Tenant
      takes possession and occupancy of the Initial Premises, or (b) the date which
      is
      fifteen (15) days following that date which is the first on which all of the
      following events have occurred, namely (i) the Initial Premises is " substantially
      completed", as defined in Section
      3.2 following, (ii) Landlord has given Tenant written notice that the Initial
      Premises is " substantially
      completed", and (iii) the "Target Date" as defined in Section
      3.2 has
      arrived. Within fifteen (15) days after request from Landlord, Tenant shall
      execute and deliver the Commencement Date Agreement in substantially the form
      attached hereto as Exhibit " G". As used
      in this Lease, the term " Remaining
      Premises Commencement Date" shall mean that day immediately following the
      expiration or sooner termination of the Sublease between MWH Americas, Inc.
      dated May 31, 2005 for the Remaining Premises, provided MWH Americas, Inc.
      does
      not elect to extend the term of the lease for the Remaining




Premises.




3.2 Substantial
      Completion. Subject
      to the provisions of Section
      35, Landlord
      shall use its reasonable efforts to " substantially
      complete" the Initial Premises by the Target Date, provided that the Target
      Date
      shall be extended for the number of days that Tenant fails to satisfy its
      obligations under Section
      35. "Substantially complete" means that: (i) the construction of the improvements
      described in Section
      35 has been
      completed so that Tenant can use the Initial Premises for its intended purposes
      without material interference to Tenant conducting its ordinary business
      activities, (ii) the Initial Premises has been approved for occupancy by
      governmental authorities having jurisdiction, (iii) Tenant has ready access
      to
      the Building and Initial Premises through the lobby, hallways and elevators,
      and
      (iv) the Initial Premises is ready for installation of any equipment, furniture,
      fixtures or decoration that Tenant will install. Landlord shall keep Tenant
      advised as to its progress with regard to " substantially
      completing" the Initial Premises by the Target Date. Notwithstanding the
      foregoing, the requirements of subsection (ii) shall be deemed satisfied if
      all
      of the other subsections have been satisfied and the government approval is
      delayed as a result of the installation of furniture, fixtures or equipment
      which is not included within the scope of Landlord's responsibilities under Section
      35 below.




3.3 Option
      to Extend Lease Term. Provided
      Tenant is not in default of any term, covenant or condition of this Lease,
      Tenant shall have the option to extend the Initial Term of this Lease for one
      (1) additional period of three (3) years (the "Renewal Term") to commence
      immediately upon the expiration of the Initial Term.




Tenant's
      rental of the Premises during the Renewal Term shall be upon the same terms,
      covenants and conditions contained in this Lease, except that Tenant shall
      pay
      to Landlord as Base Rent that amount equal to the "Prevailing Market Rate"
      for
      the Premises for the Renewal Term as hereinafter defined (including annual
      adjustments). For purposes of this Section
      3.3, the term
      "Prevailing Market Rate" shall mean the then prevailing market rate being
      charged for comparable space in comparable office buildings within a ten (10)
      mile radius of the Premises, with consideration given for construction
      allowances, commissions, free rent, and other concessions or premiums. In order
      to exercise its option granted herein, Tenant shall notify Landlord in writing
      of its intent to renew not less than one hundred eighty (180)days prior to
      the
      expiration of the Initial Term. Within thirty (30) days following the exercise
      by Tenant of its option
      to
      extend the Lease for the Renewal Term, Landlord shall notify Tenant in writing
      of its determination of the Prevailing Market Rate for the Renewal Term as
      reasonably determined by Landlord ("Landlord's Notice"). Within ten (10) days
      after receipt of Landlord's Notice, Tenant shall notify Landlord in writing
      of
      Tenant's acceptance or rejection of such rate. If Tenant shall accept such
      Prevailing Market Rate, Landlord and Tenant shall enter into an amendment to
      this Lease acknowledging such renewal and setting forth any terms at variance
      with the terms of this Lease. If within the ten (10) day period, Tenant shall
      reject such Prevailing Market Rate as determined by Landlord for the Renewal
      Term, then within twenty (20) days thereafter, Landlord and Tenant shall meet
      at
      a mutually acceptable time and place and shall use their reasonable efforts
      to
      agree upon the Prevailing Market Rate. If Landlord and Tenant shall fail to
      agree upon such Prevailing Market Rate within the twenty (20) day period,
      Landlord and Tenant shall each appoint an independent commercial leasing broker
      licensed in the Maryland area within the next ten (10) days (the " Brokers").
      Such Brokers shall deliver their respective estimates of the Prevailing Market
      Rate within ten (10) days after being appointed. If the estimates of the
      Prevailing Market Rate as quoted by the Brokers are within ten percent (10%)
      of
      each other, the Prevailing Market Rate shall be deemed to be the average of
      the
      estimates presented by the Brokers. If the estimates of the Prevailing Market
      Rate as quoted by the Brokers differ by more than ten percent (10%), then
      Landlord and Tenant shall jointly appoint a third independent commercial leasing
      broker licensed in the Maryland area within ten (10) days after the receipt
      of
      the initial brokers' estimates (the "Third Broker") who shall deliver its
      estimate of the Prevailing Market Rate within ten (10) days after being
      appointed and such estimate shall be deemed to be the Prevailing Market Rate.
      Tenant shall notify Landlord within ten (10) days after receipt of the estimate
      of the Prevailing Market Rate (whether as resulting from the average of the
      Brokers or from the Third Broker, as applicable), whether Tenant shall accept
      such Prevailing Market Rate, whereupon Landlord and Tenant shall enter into
      an
      amendment to this Lease acknowledging such renewal and setting forth any terms
      at variance with the terms of this Lease. If (i) Tenant shall fail to respond
      to
      Landlord's Notice as provided above, (ii) Tenant shall fail to deliver the
      requisite notice exercising its option to extend by the date prescribed above,
      (iii) Tenant does not respond within ten (10) days following receipt of
      Landlord's Notice or (iv) Tenant does not accept the Prevailing Market Rate
      within ten (10) days following Landlord's notification of the Prevailing Market
      Rate, as determined either by the average of the Brokers or from the Third
      Broker, as applicable, then Tenant's option to extend this Lease for the Renewal
      Term shall be void and inoperable. Landlord and Tenant shall each pay the fee
      of
      the broker designated by them originally and shall split the fees of the Third
      Broker.




3.4  Definition
      of "Term". As used
      herein, the word "Term" shall refer to the Initial Term and the Renewal Term,
      if
      applicable.




4.  Security
      Deposit and Advance Rent.




4.1 Security
      Deposit. Tenant
      has this day paid to Landlord the Security Deposit to be held by Landlord as
      security for the performance by Tenant of all obligations imposed on Tenant
      hereunder. If Tenant shall perform all such obligations, the Security Deposit
      shall be refunded to Tenant, without interest, at the end of the Term. If Tenant
      shall default in any such obligation, Landlord shall be entitled to apply the
      Security Deposit, pro tanto, toward Landlord's damages and Tenant shall
      replenish the Security Deposit to the full amount within ten (10) days after
      receipt of a written notice from Landlord which sets forth the amount to be
      replenished. If the Security Deposit is not fully restored, it shall constitute
      an Event of Default (as defined in Section 21) under the terms of this Lease,
      and Landlord shall have the benefit of all remedies permitted pursuant to the
      terms of this Lease and the laws of the State of Maryland.




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




5.  Use.
      Tenant shall use and occupy the Premises continuously during the Term of this
      Lease solely for general office purposes in accordance with applicable zoning
      regulations and for no other purpose. Tenant acknowledges that (a) violation
      of
      the foregoing continuous occupancy and
      use
      covenant shall be a material breach of this Lease, and (b) Landlord considers
      such continuous use and occupancy covenant a valuable contractual interest
      with
      which no other landlord should interfere by attempting to induce Tenant to
      move
      to another building. Tenant recognizes that its occupancy of the Premises
      continuously throughout the Term of this Lease provides Landlord a significant
      benefit in the perception of the Building by other prospective tenants who
      will
      negotiate with Landlord for space in the Building in the future as well as
      the perception
      of other existing tenants who will be negotiating with Landlord to renew their
      leases and remain in the Building.




6.  Rent.




6.1 Base
      Rent. Commencing on the Initial Premises Commencement Date, as rent for the Initial
      Premises during each year of the Term, Tenant shall pay to Landlord an Annual
      Base Rent, in equal monthly installments, in advance on the first day of each
      calendar month during the Term, and without deduction, setoff or demand in
      accordance with the schedule set forth in Section
      1.1.8.A above.
      Commencing on the Remaining Premises Commencement Date, as rent for the
      Remaining Premises during each year of the Term, Tenant shall pay to Landlord
      an
      Annual Base Rent, in equal monthly installments, in advance on the first day
      of
      each calendar month during the Term, and without deduction, setoff or demand
      in
      accordance with the schedule set forth in Section
      1.1.8.B above.
      In addition to the Base Rent, if the Term for the Initial Premises should
      commence on or if the Remaining Premises Commencement Date should fall on a
      day
      other than the first day of a calendar month, Tenant shall pay to Landlord
      upon
      the Initial Premises Commencement Date or the Remaining Premises Commencement
      Date, as the case
      may
      be, a sum equaling that percentage of the applicable monthly rent installment
      which equals the percentage of such calendar month falling within the
      Term.




6.2 Definitions. For the
      purposes hereof, the following definitions shall apply:




6.2.1 " Property"
      shall mean the Building, the land upon which same is situated and all fixtures
      and equipment thereon or therein, all commonly owned or shared
      appurtenances,


including
      but not limited to, parking areas, walkways, landscaping and utilities, whether
      located on the land upon which the Building is situated or
      elsewhere.




6.2.2
      "Building Expenses" shall be all those expenses paid or incurred by Landlord
      in
      connection with the owning, maintaining, operating and repairing of the Property
      or


any
      part
      thereof, in a manner deemed reasonable and appropriate by Landlord and shall
      include, without limitation, the following:




6.2.2.1
      All costs and expenses of operating, repairing, lighting, cleaning, and insuring
      (including liability for personal injury, death and property damage and
      workers'


compensation
      insurance covering personnel) the Property or any part thereof, as well as
      all
      costs incurred in removing snow, ice and debris therefrom and of policing and
      regulating traffic with respect thereto, and depreciation of all machinery
      and
      equipment used therein or thereon,




replacing
      or repairing of pavement, parking areas, curbs, walkways, drainage, lighting
      facilities, landscaping (including replanting and replacing flowers and other
      planting);




6.2.2.2
      Electricity, steam and fuel used in lighting, heating, ventilating and air
      conditioning and all costs, charges, and expenses incurred by Landlord in
      connection with


any
      change of any company providing electricity service, including, without
      limitation,


maintenance,
      repair, installation and service costs associated therewith, as well as all
      expenses associated with the installation of any energy or cost savings
      devices;




6.2.2.3
      Maintenance and repair of mechanical and electrical equipment including heating,
      ventilating and air conditioning equipment;




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




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


6.2.2.6
      Repainting and redecoration of all Common Areas;




6.2.2.7
      Repair and maintenance of the parking areas, including without limitation,
      the
      resurfacing and striping of said areas;




6.2.2.8
      Sales or use taxes on supplies or services;




6.2.2.9
      Management fees, wages, salaries and compensation of all persons engaged in
      the
      maintenance, operation or repair of the Property and the provision of amenities
      to


all
      tenants in the Property (including Landlord's share of all payroll taxes) but
      only to the extent they are so engaged;




6.2.2.10
      Legal, accounting and engineering fees and expenses, except for


those
      related to disputes with tenants or which are a result of andlor are based
      on
      Landlord's negligence or other tortious conduct;




6.2.2.11
      Costs and expenses that may result from compliance with any


governmental
      laws or regulations that were not applicable to the Common Areas at the time
      same were originally constructed; and




6.2.2.12
      All other expenses which under generally accepted accountingprinciples would
      be
      considered as an expense of maintaining, operating, or repairing
      the


Property.
      Notwithstanding the foregoing, all expenses (whether or not such expenses are
      enumerated on items 1 through 11 of this Section
      6.2.2) which
      would be considered capital in nature under generally accepted accounting
      principles shall be excluded from "Building




Expenses"
      unless same are amortized in accordance with generally accepted accounting
      principles.




6.2.3 " Taxes"
      shall mean all real property taxes including currently due installments of
      assessments, sewer rents, ad valorem charges, water rates, rents and charges,
      front foot benefit charges, and all other governmental impositions in the nature
      of any of the foregoing in connection with the Project. Excluded from Taxes
      are
      (i) federal, state or local income taxes, (ii) franchise, gift, transfer,
      excise, capital stock, estate or inheritance taxes, and (iii) penalties or
      interest charged for late payment of Taxes. If at any time during the Term
      the
      method of taxation prevailing at the commencement of the Term shall be altered
      so as to cause the whole or any part of the items listed in the first sentence
      of this subparagraph to be levied, assessed or imposed, wholly or partly as
      a
      capital levy, or otherwise, on the rents received from the Project, wholly
      or
      partly in lieu of imposition of or in addition to the increase of taxes in
      the
      nature of real estate taxes issued against the Project, then the charge to
      Landlord resulting from such altered additional method of taxation shall be
      deemed to be within the definition of " Taxes."
      Tenant acknowledges and agrees that the Project is located on a single lot
      and
      the real property taxes pertain to the entire Project and are not limited to
      the
      Building or the Property.




6.2.4 " Common
      Areas" shall mean those areas and facilities which may be from time to time
      furnished to the Building by Landlord for the non-exclusive general common
      use
      of tenants and other occupants of the Building, their officers, employees,
      and
      invitees, including (without limitation) the hallways, stairs, parking
      facilities, washrooms, and elevators.




6.2.5 " Lease
      Year" shall mean the first twelve (12) month period following the Commencement
      Date and each succeeding twelve (12) month period thereafter up to the end
      of
      the Term; provided, however, that if the Commencement Date shall occur on a
      day
      other than the first day of a calendar month, then the first Lease Year shall
      include that portion of a calendar




month
      in
      which the Commencement Date occurs in addition to the first twelve (12) month
      period.




6.2.6 " Rentable
      Area of the Project" shall have the mean the rentable area of any improvements
      in the Project as of the date that Tenant is required to make any payments
      hereunder. Landlord and Tenant shall enter into a written amendment to this
      Lease which


memorializes
      the Rentable Area of the Project when any additional improvements are completed
      in the Project.







6.3  Rent
      Adjustments for Taxes.




6.3.1
      Commencing with the third Lease Year, on or before April 30 of each Lease Year,
      Landlord shall total the Taxes and shall allocate such Taxes to the Rentable
      Area of the Building in the following manner: Taxes for the foregoing calendar
      year shall be totaled and such total shall be divided by the total rentable
      square feet in the Project thereby deriving the "Cost of Taxes Per Square Foot"
      of rentable area.




6.3.2
      In
      the event that the Cost of Taxes Per Square Foot assessed for any calendar
      year
      which is wholly or partly within the Term are greater than the Base Year Taxes,
      Tenant shall pay to Landlord, as additional rent at the time such Taxes are
      due
      and payable, the amount of such excess times of Rentable Area of the Premises.
      Any additional rent due Landlord under this Section shall be due and payable
      within thirty (30) days after Landlord shall have submitted a written statement
      to Tenant showing the amount due. For Tenant's obligation for such additional
      rent at the beginning or end of the Lease, see Section
      6.5. Landlord
      may, in its discretion, make a reasonable estimate of such additional rent
      with
      respect to Taxes, and require Tenant to pay each month during such year 1/12
      of
      such amount, at the time of payment of monthly installments of Base Rent. In
      such event, Tenant shall pay, or Landlord shall refund or credit to Tenant's
      account, any underpayment or overpayment of such additional rent within thirty
      (30) days of Landlord's annual written statement of Taxes due. Tenant shall
      have
      the right to examine, at Tenant's sole expense, Landlord's records with respect
      to any such increases in additional rent; provided, however, that unless Tenant
      shall have given Landlord written notice of exception to any such statement
      within sixty (60) days after delivery thereof, the same shall be conclusive
      and
      binding on Tenant. No credit shall be given to Tenant if the cost of Taxes
      Per
      Square Foot are less than the Base Year Taxes.




All
      reasonable expenses incurred by Landlord (including attorneys', appraisers'
      and
      consultants' fees, and other costs) in contesting any increase in Taxes or
      any
      increase in the assessment of the Project shall be included as an item of Taxes
      for the purpose of computing additional rent due hereunder.




6.4 Rent
      Adjustments for Building Expenses.




6.4.1
      Commencing with the third Lease Year, on or before April 30 of each Lease Year,
      Landlord shall compute the Building Expenses for the prior Lease Year and shall
      allocate such
      costs to the Rentable Area of the Building in the following manner: Building
      Expenses shall be
      totaled and such total shall be divided by the total Rentable Area of the
      Building thereby de-riving the "Cost of Building Expenses Per Square Foot"
      of
      rentable area. If Landlord incurs an extraordinary, uncontrollable expense
      during the Base Year to determine Building Expenses (e.g., excessive snow or blizzard), such extraordinary expenses shall not be included
      in the computation of Base Year Building Expenses, but such item shall be
      included in Base Year Building Expenses in an amount equal to the average amount
      of ordinary expenses for such item by averaging the three (3) prior years'
      expenses for such item.




6.4.2
      In
      the event that the Cost of Building Expenses Per Square Foot of rentable area
      for any year which is wholly or partly within the Term are greater than the
      Base
      Year Building Expenses, Tenant shall pay to Landlord, as additional rent, the
      amount of such excess times
      the
      number of square feet of Rentable Area of the Premises, as set forth
      in  Section
      1 above. Any such
      additional rent shall be due within thirty (30) days after Landlord has
      submitted a written statement to Tenant showing the amount due. Landlord may,
      in
      its discretion, make a reasonable estimate of such additional rent with respect
      to any calendar year, and require Tenant to pay each month during such year
      1/12
      of such amount, at the time of payment of monthly installments of Base Rent.
      In
      such event, Tenant shall pay, or Landlord shall refund or credit to Tenant's
      account, any underpayment or overpayment of such additional rent within thirty
      (30) days after Landlord has submitted a written statement of actual Building
      Expenses for the calendar year. Tenant, at Tenant's sole expense, shall have
      the
      right to examine Landlord's records with respect to any such increases in
      additional rent; provided, however, that unless Tenant shall have given Landlord
      written notice of exception to any such statement within sixty (60) days after
      delivery thereof, the same shall be conclusive and binding on Tenant. No credit
      shall be given to Tenant if the cost of Building Expenses Per Square Foot are
      less than the Base Year Building Expenses. Notwithstanding anything to the
      contrary contained herein, Landlord shall
      use
      diligent efforts to keep Building Expenses at reasonable amounts, while
      maintaining the Building as a first class office building. Tenant acknowledges
      that with regard to certain Building Expenses, some tenants may be paying
      various fees directly to the service provider (including, without limitation,
      janitorial services and electricity charges), in which event the computation
      of
      Cost of Building Expenses Per Square Foot for such items shall be determined
      by
      using the total rentable square footage of the Building reduced by the rentable
      square footage of the tenants who are paying such fees directly to the service
      provider. If occupancy of the Building during any calendar year, including
      the
      Base Year for Building Expenses, is less than ninety-five percent (95%), then
      Building Expenses for that calendar year shall be " grossed
      up" to that amount of Building Expenses that, using reasonable projections,
      would normally be expected to be incurred during the calendar year in question
      if the Building was ninety-five percent (95%) occupied during the applicable
      calendar year period, as determined under generally accepted accounting
      principles; it being understood that the written statement submitted to Tenant
      shall provide a reasonably detailed description of how the Building Expenses
      were grossed up and that only those component expenses that are affected by variations
      in occupancy levels shall be grossed up. Such additional rent shall be computed
      on a year-to-year basis.




Landlord
      shall use its reasonable efforts to obtain separate invoices for Building
      Expense items which pertain to each of the buildings comprising the Project,
      as
      compared to the entire Project. Notwithstanding anything herein to the contrary,
      if for any reason, Landlord is not able to obtain a separate invoice for any
      Building Expense item which is limited to the Property or the Building, as
      compared to the entire Project and such item does in fact benefit the entire
      Project, Landlord shall have the right to invoice Tenant for Tenant's
      proportionate share of such amount by using the Tenant's proportionate share
      of
      the Project (which shall be calculated using the Rentable Area of the Premises
      as the numerator and the rentable area of the Project as the denominator),
      as of
      the date of the invoice; provided, however, that Landlord shall give Tenant
      a
      credit for the amount which Tenant would have paid for such item, if any, during
      the Base Year for Building Expenses. Landlord's invoice shall include reasonable
      supporting documentation for
      such
      amount; Tenant shall pay such amounts within thirty (30) days after receipt
      of
      an invoice.




6.5 Additional
      Rent Payments. Tenant's
      obligation to pay any additional rent after the first Lease Year accruing during
      the Term pursuant to Sections
      6.3 and 6.4
      hereof shall apply pro rata to the proportionate part of a calendar year as
      to
      Taxes and Building Expenses, in which this Lease begins or ends, for the portion
      of each such year during which this Lease is in effect. Such obligation
      to make payments of such additional rent shall survive the expiration or sooner
      termination of the Term.




6.6 Payments. All
      payments or installments of any rent hereunder and all sums whatsoever due
      under
      this Lease (including but not limited to court costs and attorneys' fees) shall
      be deemed rent and shall be paid to Landlord at the address designated by
      Landlord. If any amount of Annual Base Rent or additional rent shall remain
      unpaid for five (5) calendar days after such payment becomes due, Tenant shall
      pay Landlord, without notice or demand, a late charge equal to the greater
      of
      (i) $35.00 and (ii) five percent (5%) of the such overdue amount to partially
      compensate Landlord for its administrative costs in connection with such overdue
      payment; which administrative costs Tenant expressly acknowledges are reasonable
      and do not constitute a penalty. In addition, such overdue amounts shall bear
      interest at the rate of 18% per annum (but not more than the maximum allowable
      legal rate applicable to Tenant) (the "Default Rate") until paid. Additionally,
      if any of Tenant's checks for payment of rent or additional rent are returned
      to
      Landlord for insufficient funds, Tenant shall pay to Landlord as additional
      rent
      the greater of (i) $50.00 or (ii) the amount of actual charges incurred by
      Landlord, for each such check returned for insufficient funds, and if two or
      more of Tenant's checks in payment of rent or additional rent due hereunder
      are
      returned for insufficient funds in any calendar year, Landlord reserves the
      right upon ten (10) days advance written notice to Tenant to thereafter require
      Tenant to pay all rent and additional rent and other sums whatsoever due under
      this Lease in cash, by money order or by certified check or cashier's check.
      If
      an attorney is employed to enforce Landlord's rights under this Lease, Tenant
      shall pay all fees and expenses of such attorney
      whether or not legal proceedings are instituted by Landlord. Time is of the
      essence in this Lease.




7. Requirements
      of Applicable Law. Landlord
      warrants that on the Commencement Date, the
      Premises shall comply with all applicable laws, ordinances, rules and
      regulations of governmental authorities having jurisdiction over the Property
      ("Applicable Laws"). Tenant, at its sole cost and expense, shall thereafter
      comply promptly with all Applicable Laws now in force or which may hereafter
      be
      in force, which impose any duty upon Landlord or Tenant with respect to the
      use,
      occupancy or alteration of the Premises or any part thereof and for the
      prevention of fires; provided, however, that Landlord and not Tenant shall
      correct all structural defects in the Building necessary to comply with
      Applicable Laws, and make all repairs, changes or
      alterations necessary because the Building was not constructed in compliance
      with any of the Applicable Laws.




8.   Certificate
      of Occupancy. Tenant
      shall not use or occupy the Premises in violation of any certificate of
      occupancy, permit, or other governmental consent issued for the Building. If
      any
      governmental authority, after the commencement of the Term, shall contend or
      declare that the Premises is being used for a purpose which is in violation
      of
      such certificate of occupancy, permit, or consent, then Tenant shall, upon
      five
      (5) days' notice from Landlord, immediately discontinue such use of the
      Premises. If thereafter the governmental authority asserting such violation
      threatens, commences or continues criminal or civil proceedings against Landlord
      for Tenant's failure to discontinue such use, in addition to any and all rights,
      privileges and remedies given to Landlord under this Lease for default therein,
      Landlord shall have the right to terminate this
      Lease forthwith. Tenant shall indemnify and hold Landlord harmless of and from
      any and all liability for any such violation or violations.




9.   Contest-Statute,
      Ordinance, Etc. Tenant
      may, after notice to Landlord, by appropriate proceedings conducted promptly
      at
      Tenant's own expense in Tenant's name and whenever necessary in Landlord's
      name,
      contest in good faith the validity or enforcement of any such statute,
      ordinance, law, order, regulation or requirement and may similarly contest
      any
      assertion of violation of any certificate of occupancy, permit, or any consent
      issued for the Building. Tenant may, pending such contest, defer compliance
      therewith if, in the opinion of counsel for Landlord, such deferral shall not
      subject either Landlord or the Premises or the Property (or any part thereof)
      to
      any penalty, fine or forfeiture, and if Tenant shall post a bond with
      corporate surety approved by Landlord sufficient, in Landlord's opinion, fully
      to indemnify Landlord from loss.




10.  Tenant's
      Improvements. Except
      to the extent that Landlord is responsible for making improvements to the
      Premises pursuant to Section
      35 of this
      Lease, Tenant shall make such non-structural improvements to the Premises as
      it
      may deem necessary at its sole cost and expense. Tenant shall not make any
      alterations, decorations, installations, additions or improvements to the
      Premises, including but not limited to, the installation of any fixtures,
      amenities, equipment, appliances, or other apparatus, without Landlord's prior
      written consent, and then only by contractors or mechanics employed or approved
      by Landlord. All such work, alterations, decorations, installations, additions
      or improvements shall be done at Tenant's sole expense and at such times and
      in
      such manner as Landlord may from time to time designate. Landlord's consent
      to
      and/or approval of Tenant's plans and specifications for the aforesaid
      improvements shall create no responsibility or liability on the part of Landlord
      for their completeness, design sufficiency, or compliance with all laws, rules
      and regulations of governmental agencies or authorities. All alterations,
      decorations, installations, additions or improvements made by either of the
      parties hereto upon the Premises, except movable office furniture put in at
      the
      expense of Tenant and other items as mutually agreed upon in writing, shall
      be
      the property of Landlord and shall remain upon and be surrendered with the
      Premises at the termination of this Lease without molestation or injury. Upon
      request by Landlord, Tenant, at Tenant's expense, shall remove any and all
      special improvements to the Premises or Common Areas
      made by or on behalf of Tenant, including, without limitation, supplemental
      HVAC
      and raised flooring.




11.
            Repairs
                and Maintenance.11.1Tenant's
                Care of the Premises and Building.During the Term Tenant shall:


(i)  keep
      the
      Premises and the fixtures, appurtenances and improvements therein in good order
      and condition;





(ii)  make
      repairs and replacements to the Premises required because of Tenant's misuse
      or
      primary negligence, except to the extent that the repairs or replacements are
      covered by Landlord's insurance as required hereunder;




(iii)  repair
      and replace special equipment or decorative treatments installed by or at
      Tenant's request and that serve the Premises only, except to the extent the
      repairs or replacements are needed because of Landlord's misuse or primary
      negligence, and are not covered by Tenant's insurance as required
      hereunder;




(iv)  pay
      for
      all damage to the Building, its fixtures and appurtenances, as well as all
      damages sustained by Tenant or occupants of the Building due to any waste,
      misuse or neglect of the Premises, its fixtures and appurtenances by Tenant,
      except to the extent that the repair of such damage is covered by Landlord's
      insurance as required hereunder to the extent that Landlord actually receives
      proceeds therefrom; and





(v)  not
      commit waste.




In
      addition Tenant shall not place a load upon any floor of the Premises exceeding
      the floor load per square foot area which such floor was designed to carry
      and
      which may be allowed under Applicable Laws. Landlord reserves the right to
      prescribe the weight and position of all heavy equipment brought onto the
      Premises and prescribe any reinforcing required under the circumstances, all
      such reinforcing to be at Tenant's expense.




11.2 Landlord's
      Repairs. Except
      for the repairs and replacements that Tenant is required to make pursuant to Section
      11.1 above,
      Landlord shall make all other repairs and replacements to the Premises, Common
      Areas and Building (including Building fixtures and equipment) as shall be
      reasonably deemed necessary to maintain the Building in a condition comparable
      to other first class suburban office buildings in the Baltimore-Washington
      corridor area. This maintenance shall include the roof, foundation, exterior
      walls, interior structural walls, all structural components, and all systems
      such as mechanical, electrical, multi-tenant HVAC, and plumbing. The costs
      associated with such repairs shall be deemed a part of Building Expenses;
      provided, however, that costs of all of such repairs which would be considered
      capital in nature under generally accepted accounting principles shall be paid
      by Landlord. There shall be no allowance to Tenant for a diminution of rental
      value, no abatement of rent, and no liability on the part of Landlord by reason
      of inconvenience, annoyance or injury to business arising from Landlord, Tenant
      or others making any repairs or performing maintenance as provided for
      h erein.




11.3 Time
      for Repairs. Repairs
      or replacements required pursuant to Section
      11.1 and 11.2 above
      shall be made within a reasonable time (depending on the nature of the repair
      or
      replacement needed - generally no more than fifteen (15) days) after receiving
      notice or having actual knowledge of the need for a repair or
      replacement.




11.4 Surrender
      of the Premises. Upon the
      termination of this Lease, without the need for prior notice from Landlord,
      Tenant shall surrender the Premises to Landlord in the same broom clean
      condition that the Premises were in on the Commencement Date except
      for:




(i)  ordinary
      wear and tear;




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




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




(iv)  alterations
      as permitted by this Lease unless consent was conditioned on their
      removal.




On
      surrender Tenant shall remove from the Premises its personal property, trade
      fixtures and any alterations required to be removed pursuant to the terms of
      this Lease and repair any damage to the Premises caused by this removal. Any
      items not removed by Tenant as required above
      shall be considered abandoned. Landlord may dispose of abandoned items as
      Landlord chooses and bill Tenant for the cost of their disposal.




12.   Conduct
      on Premises. Tenant
      shall not do, or permit anything to be done in the Premises, or bring or keep
      anything therein which shall, in any way, increase the rate of fire insurance
      on
      the Building, or invalidate or conflict with the fire insurance policies on
      the
      Building, fixtures or on property kept therein, or obstruct or interfere with
      the rights of Landlord or of other tenants, or in any other way injure or annoy
      Landlord or the other tenants, or subject Landlord to any liability for injury
      to persons or damage to property, or interfere with the good order of the
      Building, or conflict with Applicable Laws, or the Maryland Fire Underwriters
      Rating Bureau. Tenant agrees that any increase of fire insurance premiums on
      the
      Building or contents caused by the occupancy of Tenant and any expense or cost
      incurred in consequence of negligence or carelessness or the willful action
      of
      Tenant, Tenant's employees, agents, servants, or invitees shall, as they accrue
      be added to the rent heretofore reserved and be paid as a part
      thereof . ,
      and
      Landlord shall have all the rights and remedies for the collection of same
      as
      are conferred upon Landlord for the collection of rent provided to be paid
      pursuant to the terms of this Lease.




13.  Insurance.




13.1 Tenant's
      Insurance. Tenant
      shall keep in force at its own expense, so long as this Lease remains in effect,
      (a) public liability insurance, including insurance against assumed or
      contractual liability under this Lease, with respect to the Premises, to afford
      protection with limits, per person and for each occurrence, of not less than
      Two
      Million Dollars ($2,000,000), combined single limit, with respect to personal
      injury and death and property damage, such insurance to provide for only a
      reasonable deductible, (b) all-risk property and casualty insurance, including
      theft, written at replacement cost value and with replacement cost endorsement,
      covering all of Tenant's personal property in the Premises and all improvements
      and installed in the Premises by or on behalf of Tenant whether pursuant to
      the
      terms of Section 35, Section
      10, or
      otherwise, such insurance to provide for only a reasonable deductible, (c)
      if,
      and to the extent, required by law, workmen's compensation or similar insurance
      offering statutory coverage and containing statutory limits (d) shall insure
      all
      plate and other interior glass in the Premises for and in the name of Landlord
      and (e) business interruption insurance in an amount sufficient to reimburse
      Tenant for loss of earnings attributable to prevention of access to the Building
      or the Premises for a period of at least twelve (12) months. Such policies
      shall
      be maintained in companies and in form reasonably acceptable to Landlord and
      shall be written as primary policy coverage and not contributing with, or in
      excess of, any coverage which Landlord shall carry. Tenant shall deposit the
      policy or policies of such required insurance or certificates thereof with
      Landlord prior to the Commencement Date, which policies shall name Landlord
      or
      its designee and, at the request of Landlord, its mortgagees, as additional
      insured and shall also contain a provision stating that such policy or policies
      shall not be canceled except after thirty (30) days' written notice to Landlord
      or its designees. All such policies of insurance shall be effective as of the
      date Tenant occupies the Premises and shall be maintained in force at all times
      during the Term of this Lease and all other times during which Tenant shall
      occupy the Premises. In addition to the foregoing insurance coverage, Tenant
      shall require any contractor retained by it to perform work on the Premises
      to
      carry and maintain, at no expense to Landlord, during such times as contractor
      is working in the Premises, a non-deductible (i) comprehensive general liability
      insurance policy, including, but not limited to, contractor's liability
      coverage, contractual liability coverage, completed operations coverage, broad
      form property damage endorsement and contractor's protective liability coverage,
      to afford protection with limits per person and for each occurrence, of not
      less
      than Two Hundred Thousand Dollars ($200,000.00), combined single limit, with
      respect to personal injury and death and property damage, such insurance to
      provide for no deductible, and (ii) workmen's compensation insurance or similar
      insurance in form and amounts as required by law. In the event of damage to
      or
      destruction of the Premises and the termination of this Lease by Landlord
      pursuant to Section
      18 herein,
      Tenant agrees that it shall pay Landlord all of its insurance proceeds relating
      to improvements made in the Premises by or on behalf of Tenant whether pursuant
      to the terms of Section
      35,  Section
      10, or
      otherwise. If Tenant fails to comply with its covenants made in this Section,
      if
      such insurance would terminate or if Landlord has reason to believe such
      insurance is about to be terminated, Landlord may at its option cause such
      insurance as it in its sole judgment deems necessary to be issued, and in such
      event Tenant agrees to pay promptly upon Landlord's demand, as additional rent
      the premiums for such insurance.







13.2 Landlord's
      Insurance. Landlord
      shall keep in force at its own expense (a) contractual and comprehensive general
      liability insurance, including public liability and property damage, with a
      minimum combined single limit of liability of Two Million Dollars
      ($2,000,000.00) for personal injuries or death of persons occurring in or about
      the Building and Premises, and (b) all-risk property and casualty insurance
      written at replacement cost value covering the Building and all of Landlord's
      improvements in and about same.




13.3 Waiver
      of Subrogation. Each
      party hereto waives claims arising in any manner in its favor and against the
      other party and agrees that neither party hereto shall be liable to the other
      party or to any insurance company (by way of subrogation or otherwise) insuring
      the other party for any loss or damage to the Building, the Premises or other
      tangible property, or any resulting loss of income, or losses under worker's
      compensation laws and benefits, or against liability on or about the Building,
      even though such loss or damage might have been occasioned by the negligence
      of
      such party, its agents or employees if any such loss or damage is covered by
      insurance benefiting the party suffering such loss or damage as was required
      to
      be covered by insurance carried pursuant to this Lease. Landlord shall cause
      each insurance policy carried by it insuring against liability on or about
      the
      Building or insuring the Premises and the Building or income resulting therefrom
      against loss by fire or any of the casualties covered by the all-risk insurance
      carried by it hereunder to be written in such a manner as to provide that the
      insurer waives all right of recovery by way of subrogation against Tenant in
      connection with any loss or damage covered by such policies. Tenant shall cause
      each insurance policy carried by it insuring against liability or insuring
      the
      Premises (including the contents thereof and Tenant's Improvements installed
      therein by Tenant or on its behalf) against loss by fire or any of the
      casualties covered by the all-risk insurance required hereunder to be written
      in
      such a manner as to provide that the insurer waives all right of recovery by
      way
      of subrogation against Landlord in connection with any loss or damage covered
      by
      such policies.




14.   Rules
      and Regulations. Tenant
      shall be bound by the rules and regulations set forth on the schedule attached
      hereto as Exhibit
      "B" and made
      a part hereof. Landlord shall have the right, from time to time, to issue
      additional or amended rules and regulations regarding the use of the Building,
      so long as the rules shall be reasonable and non-discriminatory between tenants.
      When so issued the same shall be considered a part of this Lease and Tenant
      covenants that the additional or amended rules and regulations shall likewise
      be
      faithfully observed by Tenant, the employees of Tenant and all persons invited
      by Tenant into the Building, provided, that the additional or amended rules
      are
      made applicable to all office tenants similarly situated as Tenant. Landlord
      shall not be liable to Tenant for the violation of any of the rules and
      regulations, or the breach of any covenant or condition in any lease, by any
      other tenant in the




Building.




15.   Mechanics'
      Liens. Tenant
      shall not do or suffer to be done any act, matter or thing whereby Tenant's
      interest in the Premises, or any part thereof, may be encumbered by any
      mechanics' lien. Tenant shall discharge or bond off, within ten (10) days after
      the date of filing, any mechanics' liens filed against Tenant's interest in
      the
      Premises, or any part thereof, purporting to be for labor or material furnished
      or to be furnished to Tenant. Landlord shall not be liable for any labor or
      materials furnished or to be furnished to Tenant upon credit, and no mechanics'
      or other lien for labor or materials shall attach to or affect the reversionary
      or other estate or interest of Landlord in and to the Premises, or the
      Property.




16.   Tenant's
      Failure to Repair. In the
      event that Tenant fails after reasonable prior written notice from Landlord,
      to
      keep the Premises in a good state of condition and repair pursuant to Section
      11 above,
      or to do any act or make any payment required under this Lease or otherwise
      fails to comply herewith, Landlord may, at its option (but without being obliged
      to do so) immediately, or at any time thereafter and without notice, perform
      the
      same for the account of Tenant, including the right to enter upon the Premises
      at all reasonable hours to make such repairs, or do any act or make any payment
      or compliance which Tenant has failed to do, and upon demand, Tenant shall
      reimburse Landlord for any such expense incurred by Landlord including but
      not
      limited to any costs, damages and counsel fees. Any moneys expended by Landlord,
      as aforesaid, shall be deemed additional rent, collectible as such by Landlord.
      All rights given to Landlord in this Section shall be in addition to any other
      right or remedy of Landlord herein contained.





17.  Property
      -- Loss, Damage. Landlord, its agents and employees shall not be liable to Tenant for (i) any
      damage or loss of property of Tenant placed in the custody of
      persons


employed
      to provide services for or stored in or about the Premises and/or the Building,
      unless such damage or loss is the result of the negligence of Landlord, (ii)
      any
      injury or damage to persons, property or the business of Tenant resulting from
      a
      latent defect in or material change in


the
      condition of the Building, and (iii) interference with the light, air, or other
      incorporeal hereditaments of the Premises.




18.  Destruction
      -- Fire or Other Casualty. In case
      of partial damage to the Premises by fire or other casualty insured against
      by
      Landlord, Tenant shall give immediate notice thereof to Landlord, who shall
      thereupon cause damage to all property owned by it to be repaired with
      reasonable speed at expense of Landlord, due allowance being made for reasonable
      delay which may arise by reason of adjustment of loss under insurance policies
      on the part of Landlord and/or Tenant, and for reasonable delay on account
      of
      "labor troubles" or any other cause beyond Landlord's control, and to the extent
      that the Premises is rendered unten=able the rent shall proportionately abate
      from the date of such casualty, provided the damage above mentioned occurred
      without the fault or neglect of Tenant, Tenant's servants, employees, agents
      or
      visitors. If such partial damage is due to the fault or neglect of Tenant,
      or
      Tenant's servants, employees, agents, or invitees, the damage shall be repaired
      by Landlord to the extent of Landlord's insurance coverage, but there shall
      be
      no apportionment or abatement of rent. In the event the damage shall be so
      extensive to the whole Building as to render it uneconomical, in Landlord's
      reasonable opinion, to restore for its present uses and Landlord shall decide
      not to repair or rebuild the Building, this Lease, at the option of Landlord
      or
      Tenant, upon written notice to the other party, shall be terminated upon written
      notice to Tenant and the rent shall, in such event, be paid to or adjusted
      as of
      the date of such damage, and the terms of this Lease shall expire by lapse
      of
      time and conditional limitation upon the third day after such notice is mailed,
      and Tenant shall thereupon vacate the Premises and surrender the same to
      Landlord, but no such termination shall release Tenant from any liability to
      Landlord arising from such damage or from any
      breach of the obligations imposed on Tenant hereunder, or from any obligations
      accrued hereunder prior to such termination.




19.  Eminent
      Domain. If (1)
      the whole or more than fifty percent (50%) of the floor area of the Premises
      shall be taken or condemned by Eminent Domain for any public or quasi-public
      use
      or purpose, and either party shall elect, by giving written notice to the other,
      or (2) more than twenty-five percent (25%) of the floor area of the Building
      shall be so taken, and Landlord shall elect, in its sole discretion, by giving
      written notice to Tenant, any written notice to be given not more than sixty
      (60) days after the date on which title shall vest in such condemnation
      proceeding, to terminate this Lease, then, in either such event, the Term of
      this Lease shall cease and terminate as of the date of title vesting. In case
      of
      any taking or condemnation, whether or not the Term of this Lease shall cease
      and terminate, the entire award shall be the property of Landlord, and Tenant
      hereby assigns to Landlord all its right, title and interest in and to any
      such
      award, except that Tenant shall be entitled to claim, prove and receive in
      the
      proceedings such awards
      as
      may be allowed for moving expenses, loss of profit and fixtures and other
      equipment installed by it which shall not, under the terms of this Lease, be
      or
      become the property of Landlord
      at the termination hereof, but only if such awards shall be made by the
      condemnation, court
      or
      other authority in addition to, and be stated separately from, the award made
      by **it** for
      the
      Property or part thereof so taken.




20.  Assignment. So long
      as Tenant is not in default of any of the terms and conditions hereof, after
      the
      giving of all required notices and the expiration of all cure periods, Landlord
      shall not unreasonably withhold its consent to an assignment of this Lease
      or
      sublease of the Premises for any of the then remaining portion of the unexpired
      Term provided: (i) the net assets of the assignee or sublessee shall not be
      less
      than the net assets of Tenant at the time of the signing
      of this Lease; (ii) in the event of an assignment, such assignee shall assume
      in
      writing all of Tenant's obligations under this Lease; (iii) in the event of
      a
      sublease, such sublease shall in all respects
      be subject to and in conformance with the terms of this Lease; (iv) the proposed
      assignee or sublessee shall not be occupying other space in the Building, nor
      shall it be a prospective tenant either then negotiating with Landlord or having
      negotiated with Landlord for premises within the prior six (6) month period;
      and
      (v) in all events Tenant continues to remain liable on this Lease for the
      performance of all terms, including but not limited to, payment of all rent
      due
      hereunder. Landlord and Tenant acknowledge and agree that it shall not be
      unreasonable for Landlord to withhold its consent to an assignment if in
      Landlord's sole business judgment, the assignee lacks sufficient business
      experience or net worth to successfully operate its business within the Premises
      in accordance with the terms, covenants and conditions of this Lease. If this
      Lease be assigned, or if the Premises or any part thereof be sublet or occupied
      by anybody other than Tenant, Landlord may, after default by Tenant, collect
      rent from the assignee, subtenant or occupant and apply the net amount collected
      to the rent herein reserved, but no such collection shall be deemed a waiver
      of
      this covenant, or the acceptance of the assignee, subtenant or occupant as
      tenant, or a release of Tenant from the further observance and performance
      by
      Tenant of the covenants herein contained. Fifty percent (50%) of any profit
      or
      additional consideration or rent in excess of the Base Rent or additional rent
      payable by Tenant hereunder which is payable to Tenant as a result of any
      assignment or subletting shall be paid to Landlord as additional rent when
      received by Tenant. No assignment or sublease, regardless of whether Landlord's
      consent has been granted or withheld, shall be deemed to release Tenant from
      any
      of its obligations nor shall the same be deemed to release any person
      guaranteeing the obligations of Tenant hereunder from their obligations as
      guarantor.




Notwithstanding
      the foregoing, without the consent and approval of Landlord, Tenant shall have
      the right to assign or sublease the Premises or any portion thereof without
      Landlord's consent (however, Tenant shall endeavor to provide ten (10) days'
      prior written notice thereof along with a true and complete copy of the sublease
      or assignment document) to any subsidiary or affiliate of Tenant or in the
      event
      of a merger or a sale of all or substantially all of the Tenant's assets, and
      in
      any event shall notify Landlord in writing within thirty (30) days of the
      effective date of such assignment or sublease. For the purposes hereof,
      "affiliate" shall mean an entity or individual which controls, is controlled
      by
      or is under the common control with Tenant. Tenant shall remain liable under
      the
      terms hereof if Tenant exercises its rights under this paragraph to the extent
      it survives such corporate event.




21. Default;
      Remedies; Bankruptcy of Tenant. Any one
      or more of the following events shall constitute an "Event of Default"
      hereunder, at Landlord's election: (a) the sale of Tenant's interest in the
      Premises under attachment, execution or similar legal process or, the
      adjudication of Tenant as a bankrupt or insolvent, unless such adjudication
      is
      vacated within thirty (30) days; (b) the filing of a voluntary petition
      proposing the adjudication of Tenant (or any guarantor of Tenant's obligations
      hereunder) as a bankrupt or insolvent, or the reorganization of Tenant (or
      any
      such guarantor), or an arrangement by Tenant (or any such guarantor) with its
      creditors, whether pursuant to the Federal Bankruptcy Code or any similar
      federal or state proceeding, unless such petition is filed by a party other
      than
      Tenant (or any such guarantor) and is with-drawn or dismissed within thirty
      (30)
      days after the date of its filing; (c) the admission, in writing, by Tenant
      (or
      any such guarantor) of its inability to pay its debts when due; (d) the
      appointment of a receiver or trustee for the business or property of Tenant
      (or
      any such guarantor), unless such appointment is vacated within thirty (30)
      days
      of its entry; (e) the making by Tenant (or any such guarantor) of an assignment
      for the benefit of its creditors, or if, in any other manner, Tenant's interest
      in this Lease shall pass to another by operation of law; (f) the failure of
      Tenant to pay any rent, additional rent or other sum of money when due and
      such
      failure continues for a period of ten (10) days after receipt of written notice
      that the same is past due hereunder; (g) if Tenant fails to pay any rent or
      additional rent when due after Landlord shall have given Tenant written notice
      with respect to such non-payment twice in any twelve (12) month period as
      provided in subsection (f) above; (h) Tenant shall fail to move into or take
      possession of the Premises within thirty (30) days after commencement of the
      Term or having taken possession shall thereafter abandon and/or vacate the
      Premises; and (i) the default by Tenant in the performance or observance of
      any
      covenant or agreement of this Lease (other than a default involving the payment
      of money), which default is not cured within thirty (30) days after the giving
      of notice thereof by Landlord, unless such default is of such nature that it
      cannot be cured within such thirty (30) day period, in which case no Event
      of
      Default shall occur so long as Tenant shall commence the curing of the default
      within such thirty (30) day period and shall thereafter diligently prosecute
      the
      curing of same.




Upon
      the
      occurrence and continuance of an Event of Default, Landlord, with such notice
      to
      Tenant as provided for by law or as expressly provided for herein, may do any
      one or more of the following: (a) sell, at public or private sale, all or any
      part of the goods, chattels, fixtures and other personal property belonging
      to
      Tenant which are or may be put into the Premises during the
      Term,
      whether or not exempt from sale under execution or attachment (it being agreed
      that the property shall at all times be bound with a lien in favor of Landlord
      and shall be chargeable for all rent and for the fulfillment of the other
      covenants and agreements herein contained), and apply the proceeds of such
      sale,
      first, to the payment of all costs and expenses of conducting the sale or caring
      for or storing the property; second, toward the payment of any indebtedness,
      including, without limitation, indebtedness for rent, which may be or may become
      due from Tenant to Landlord; and third, to pay Tenant, on demand in writing,
      any
      surplus remaining after all indebtedness of Tenant to Landlord has been fully
      paid; (b) perform, on behalf and at the expense of Tenant, any obligation of
      Tenant under this Lease which Tenant has failed to perform and of which Landlord
      shall have given Tenant notice, the cost of which performance by Landlord,
      together, with interest thereon at the rate of eighteen percent (18%) per annum,
      from the date of such expenditure, shall be deemed additional rent and shall
      be
      payable by Tenant to Landlord upon demand; (c) elect to terminate this Lease
      and
      the tenancy created hereby by giving notice of such election to Tenant, and
      on
      notice reenter the Premises, by summary proceedings or otherwise, and remove
      Tenant and all other persons and property from the Pre-mises, and store such
      property in a public warehouse or elsewhere at the cost and for the account
      of
      Tenant, without resort to legal process and without Landlord being deemed guilty
      of trespass or becoming liable for any loss or damage occasioned thereby; and
      also the right, but not the obligation, to re-let the Premises for any unexpired
      balance of the Term, and collect the rent therefor. In the event of such
      re-letting by Landlord, the re-letting shall be on such terms, conditions and
      rental as Landlord may deem proper, and the proceeds that may be collected
      from
      the same, less the expense of re-letting (including reasonable leasing fees
      and
      commissions and reasonable costs of renovating the Premises), shall be applied
      upon Tenant's rental obligation as set forth in this Lease for the unexpired
      portion of the Term. Tenant shall have no further right of possession of the
      Premises; and (d) exercise any other legal or equitable right or remedy which
      it
      may have at law or in equity. Notwithstanding the provisions of clause (b)
      above
      and regardless of whether an Event of Default shall have occurred, Landlord
      may
      exercise the remedy described in clause (b) without any notice to Tenant if
      Landlord, in its good faith judgment, believes it would be materially injured
      by
      the failure to take rapid action, or if the unperformed obligation of Tenant
      constitutes an emergency.




To
      the
      extent permitted by law, Tenant hereby expressly waives any and all rights
      of
      redemption, granted by or under any present or future laws in the event of
      Tenant's being evicted or dispossessed for any cause, or in the event of
      Landlord's obtaining possession of the Premises, by reason of the violation
      by
      Tenant of any of the covenants and conditions of this Lease, or otherwise.
      Landlord and Tenant hereby expressly waive trial by jury in any action or
      proceeding or counterclaim brought by either party hereto against the other
      party on any and every matter, directly or indirectly arising out of or with
      respect to this Lease, including, without limitation, the relationship of
      Landlord and Tenant, the use and occupancy by Tenant of the Premises, any
      statutory remedy andlor claim of injury or damage regarding this
      Lease.




Any
      costs
      and expenses incurred by Landlord (including, without limitation, reasonable
      attorneys' fees) in enforcing any of its rights or remedies under this Lease
      shall be deemed to be additional rent and shall be repaid to Landlord by Tenant
      upon demand.




Notwithstanding
      any of the other provisions of this Lease, in the event Tenant shall voluntarily
      or involuntarily come under the jurisdiction of the Federal Bankruptcy Code
      and
      thereafter Tenant or its trustee in bankruptcy, under the authority of and
      pursuant to applicable provisions thereof, shall have the power and so using
      same determine to assign this Lease, Tenant agrees that (i) Tenant or its
      trustee shall provide to Landlord sufficient information enabling it to
      independently determine whether Landlord will incur actual and substantial
      detriment by reason of such assignment and (ii) "adequate assurance of future
      performance" under this Lease, as that term is generally defined under the
      Federal Bankruptcy Code, shall be provided to Landlord by Tenant and its
      assignee as a condition of the assignment.




Notwithstanding
      anything to the contrary contained herein, Tenant shall be considered in
      "Habitual Default" of this Lease upon (a) Tenant's failure, on two (2) or more
      occasions during any twelve month period to pay when due any installment of
      Base
      Rent, additional rent or any other sum required by the terms of this Lease,
      or
      upon (b) Tenant's failure, on two (2) or more occasions during any twelve month
      period to comply with any term, covenant or condition of this Lease after
      written notice by Landlord to Tenant. Upon the occurrence of an event of Habitual
      Default on the part of Tenant, then without limiting any other rights or
      remedies to which Landlord may be entitled as a result of such defaults: (i)
      Tenant shall immediately be deemed to have relinquished any and all rights
      of
      renewal, rights to terminate, rights of first offer or rights of first refusal
      or similar rights granted or to be granted under the terms of this Lease or
      any
      amendment hereto ; and (ii) in the event of a monetary event of Habitual
      Default, Tenant shall thereafter pay all Base Rent and additional rent and
      other
      sums whatsoever due under this Lease in cash, by money order or by certified
      check or cashier's check.




22.   Damages. If this
      Lease is terminated by Landlord pursuant to Section
      21, Tenant
      shall, nevertheless, remain liable for all rent and damages which may be due
      or
      sustained prior to such termination, and all reasonable costs, fees and expenses
      including, but not limited to, attorneys' fees, costs and expenses incurred
      by
      Landlord in pursuit of its remedies hereunder, or in renting the Premises to
      others from time to time and additional damages (the " Liquidated
      Damages"), which shall be an amount equal to the total rent which, but for
      termination of this Lease, would have become due during the remainder of the
      Term, less the amount of rent, if any, which Landlord shall receive during
      such
      period from others to whom the Premises may be rented (other than any additional
      rent received by Landlord as a result of any failure of such other person to
      perform any of its obligations to Landlord), in which case such Liquidated
      Damages shall be computed and payable in monthly installments, in advance on
      the
      first day of each calendar month following termination of the Lease and
      continuing until the date on which the Term would have expired but for such
      termination, and any suit or action brought to collect any such Liquidated
      Damages for any month shall not in any manner prejudice the right of Landlord
      to
      collect any Liquidated Damages for any subsequent month by a similar
      proceeding.




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




23.  Services
      and Utilities. Landlord
      shall provide the following listed services and utilities, namely:




(a)  heating,
      ventilation, and air conditioning ( " HVAC")
      for the Premises during " Normal
      Business Hours" (as defined below) to maintain temperatures for comfortable
      use
      and occupancy;




(b)  electric
      energy in accordance with Section
      24 following;




(c)  automatic
      passenger elevators providing adequate service leading to the floor on which
      the
      Premises is located;




(d)  evening,
      unescorted janitorial services to the Premises including removal of
      trash;


(e)  hot
      and
      cold water sufficient for drinking, lavatory toilet and ordinary cleaning purposes
      from fixtures either within the Premises (if provided pursuant to this Lease)
      or
      on the floor on which the Premises is located;




(f)  replacement
      of lighting tubes, lamp ballasts and bulbs;


(g)  extermination
      and pest control when and if necessary; and




(h)  maintenance
      of Common Areas in a manner comparable to other first class suburban office
      buildings in the Baltimore-Washington corridor.




Notwithstanding
      the foregoing, if at any time during the Term, Landlord shall, after reasonable
      investigation determine that trash and similar waste generated by Tenant and/or
      emanating from the Premises is in excess of that of other standard office
      tenants within the Building leasing a premises of the same or similar size
      to
      that of the Premises, Landlord shall bill Tenant
      and Tenant shall pay to Landlord as additional rent hereunder within thirty
      (30)
      days of the date of Landlord's invoice for the same, those costs and expenses
      of
      trash removal which are reasonably attributable to such excess trash and similar
      waste generated by Tenant and/or emanating from the Premises. " Normal
      Business Hours" as used herein is defined from 8:00 a.m. to 6:00 p.m. on
      business days and from 8:00 a.m. to 1:00 p.m. on Saturdays. Landlord shall
      have
      no responsibility to provide any services under (a) above except during Normal
      Business Hours unless arrangements for after-hours services have been made
      pursuant to terms and conditions acceptable to Landlord and embodied in a
      separate written agreement between Landlord and Tenant. Landlord reserves the
      right to require Tenant, at Tenant's expense, to install separate meters to
      monitor electrical consumption if Landlord determines, in its reasonable
      discretion that such monitoring is necessary based on Tenant's electrical usage.
      Landlord reserves the right to stop service of the HVAC, elevator, plumbing
      and
      electric systems, when necessary, by reason of accident, or emergency, or for
      repairs, alterations, replacements, or improvements, which in the judgment
      of
      Landlord are desirable or necessary to be made, until the repairs, alterations,
      replacements, or improvements shall have been completed. Landlord shall have
      no
      responsibility or liability for failure to supply HVAC, elevator, plumbing,
      cleaning, and electric service, during the period when prevented from so doing
      by laws, orders, or regulations of any Federal, State, County or Municipal
      authority or by strikes, accidents or by any other cause whatsoever beyond
      Landlord's control. Landlord's obligations to supply HVAC are subject to
      applicable laws and regulations as to energy conservation and other such
      restrictions. Landlord acknowledges that Tenant will require supplemental HVAC
      for the Premises, which may be installed subject to the following conditions:
      1)
      any maintenance repair and/or replacement required for such supplemental service
      shall be performed by Landlord but the cost of such maintenance repair and/or
      replacement (including labor and materials) shall be paid by Tenant as
      additional rent; (2) the supplemental units shall be installed by Landlord
      and
      submetered, both at Tenant's sole cost and expenses; and




(3)  the
      submeter will be read by Landlord and billed back to Tenant, which Tenant shall
      pay, as additional rent, within thirty (30) days of Tenant's receipt
      therefore.




24. Electric
      Current. Throughout the Term Landlord shall furnish Tenant without additional charge
      during Normal Business Hours (as defined in Section
      23) a
      reasonable amount of electric current at 110 volts ( " Normal
      Usage Amount") for lighting purposes within the Premises and the powering of
      a
      normal amount of office equipment and appliances. "Normal Usage Amount" is
      defined for purposes of this Lease to mean electric power supplied at the rate
      of three (3) watts per square foot of Premises. In this regard Tenant agrees
      as
      follows:




(1)  If
      Landlord reasonably determines based upon engineering studies of electrical
      load
      consumed that Tenant is materially exceeding the Normal Usage Amount Tenant
      shall pay


to
      Landlord such amounts as additional rent as will equitably reimburse Landlord
      for the cost of the extra electric power so consumed by Tenant;




(2)  If
      Tenant
      shall desire to place and install in the Premises electric equipment or
      appliances other than normal and typical to general office usage it shall pay
      for such installations including any additional electric lines and facilities
      required and shall pay for the electric power used in such equipment if same
      exceeds Normal Usage Amount.




Landlord
      has advised Tenant that present Baltimore Gas & Electric ("Electric Service
      Provider") is the utility company selected by Landlord to provide electricity
      to
      the Building. Notwithstanding the foregoing, if permitted by law, Landlord
      shall
      have the right at any time and from time to time during the Term to either
      contract for service from a different company or companies providing electricity
      service (each such company shall hereinafter be referred to as an "Alternative
      Service Provider") or continue to contract for service from the Electric Service
      Provider.




Tenant
      shall cooperate with Landlord, the Electric Service Provider and any Alternate
      Service Provider at all times and, as reasonably necessary, shall allow
      Landlord, the Electric Service Provider, and any Alternative Service Provider
      reasonable access to the Building's electric lines, feeders, risers, wiring
      and
      any other machinery within the Premises, provided that


Landlord
      shall use its reasonable efforts to minimize its interference with Tenant's
      business in the Premises.







25.   Telephone
      and Telecommunications. Landlord
      has arranged for the installation of telephone service within the Building
      to
      the ground floor telephone utility closet and conduit to the ground floor
      telephone and electrical riser closets. Tenant shall be responsible for
      contacting the utility company supplying the telephone service and arranging
      to
      have such telephone facilities as it may desire to be extended and put into
      operation in the Premises, including without limitation, obtaining a low voltage
      permit for phone and data wiring. Tenant acknowledges and agrees that all
      telephone and telecommunications services desired by Tenant shall be ordered
      and
      utilized at the sole expense of Tenant. All costs related to installation and
      the provision of such service shall be borne and paid for directly by Tenant.
      Upon request by Landlord, Tenant, at Tenant's expense, shall remove the
      telephone facilities at the expiration or sooner termination of the Term. Tenant
      shall obtain the requisite permit and complete the ceiling work in cooperation
      with Landlord in order not to interfere with or delay the completion of the
      Tenant Improvements by Landlord pursuant to Section
      35, including, without limitation, the closing of the ceiling and the carpet
      installation, if applicable. Landlord will allow Tenant access for wiring,
      including electric, data and telecom, within the Building's public areas and
      designated chases, but will not guarantee access of the wiring through another
      tenant's space. Tenant, at Tenant's expense, shall be responsible for the
      relocation and its associated costs, if requested, of any data, telecom or
      electrical wiring that runs through another tenant's space, including the plenum
      area or otherwise.




In
      the
      event Tenant wishes to utilize the services of a telephone or telecommunications
      provider whose equipment is not servicing the Building at such time Tenant
      wishes to install its telecommunications equipment serving the Premises
      ( " Provider"),
      no such Provider shall be permitted to install its lines or other equipment
      without first securing the prior written consent of Landlord, which consent
      shall not be unreasonably withheld. Prior to the commencement of any work in
      or
      about the Building by the Provider, the Provider shall agree to abide by such
      rules and regulations, job site rules, and such other requirements as reasonably
      determined by Landlord to be necessary to protect the interest of the Building
      and Property, the other tenants and occupants of the Building and Landlord,
      including, without limitation, providing security in such form and amount as
      reasonable determined by Landlord. Each Provider must be duly licensed, insured
      and reputable. Landlord shall incur no expense whatsoever with respect to any
      aspect of Provider's provision of its services, including without limitation,
      the costs of installation, materials and service.




In
      addition, Landlord reserves exclusively to itself and its successors and assigns
      the right to install, operate, maintain, repair, replace and remove fiber optic
      cable and conduit and associated equipment and appurtenances within the Building
      and the Premises so as to provide telecommunications service to and for the
      benefit of tenants and other occupants of the Building.




26.   Acceptance
      of Premises. Tenant
      shall have reasonable opportunity, provided it does not thereby interfere with
      Landlord's work, to examine the Premises to determine the condition thereof.
      Upon taking possession of the Premises, Tenant shall be deemed to have accepted
      same as being satisfactory and in the condition called for hereunder, except
      for
      latent defects and punch list items previously noted to Landlord.




27.   Inability
      to Perform. This
      Lease and the obligation of Tenant to pay rent hereunder and perform all of
      the
      other covenants and agreements hereunder on the part of Tenant to be per-formed
      shall in no way be affected, impaired or excused because Landlord is unable
      to
      fulfill any of its obligations under this Lease or to supply, or is delayed
      in
      supplying, any service to be supplied by it under the terms of this Lease or
      is
      unable to make, or is delayed in making any repairs, additions, alterations,
      or
      decorations or is unable to supply, or is delayed in supplying, any equipment
      or
      fixtures if Landlord is prevented or delayed from so doing by reason of strikes
      or labor troubles or any outside cause whatsoever including, but not limited
      to,
      governmental preemption in connection with a National Emergency, or by reason
      of
      any rule, order or regulation of any department or subdivision of any government
      agency or by reason of the conditions of supply and demand which have been
      or
      are affected by war or other emergency. Similarly, Landlord shall not be liable
      for any interference with any services supplied to Tenant by others if such
      interference is caused by any of the reasons listed in this Section. Nothing
      contained in this Section shall be deemed to impose any obligation on Landlord
      not expressly imposed by other sections of this Lease.





Notwithstanding
      anything herein to the  cont, aryif
      (i) the services or utilities described in  Section
      23 hereof
      are interrupted for a period of more than seven (7) consecutive business days,
      (ii) such interruption is not the result of strikes, unavailability of parts
      or
      other materials, or any other cause beyond Landlord's reasonable control, and
      (iii) such interruption renders a material portion of the Premises unusable
      by
      Tenant, then Tenant shall be entitled to a pro rata abatement of rent beginning
      on the eighth (8th) consecutive business day that such portion of the
      Premises




are
      unusable and continuing until the use of all or a substantial portion of the
      Premises is restored to Tenant.




28.
            No
                Waivers.The failure of Landlord to insist, in any one or more instances,
                upon a
                strict performance of any of the covenants of this Lease, or to exercise
                any option herein contained, shall not be construed as a waiver,
                or a
                relinquishment for the future, of such covenant or option, but the
                same
                shall continue and remain in full force and effect. The receipt by
                Landlord of rent, with knowledge of the breach of any covenant hereof,
                shall not be deemed a waiver of
                such




breach,
      and no waiver by Landlord of any provision hereof shall be deemed to have been
      made unless expressed in writing and signed by Landlord.




29.  Access
      to Premises and Change in Services. Landlord
      shall have the right, without abatement of rent, to enter the Premises at any
      hour to examine the same, or to make such repairs and alterations as Landlord
      shall deem necessary for the safety and preservation of the Building, and also
      to exhibit the Premises to be let; provided, however, that except in the case
      of
      emergency such entry shall only be after notice first given to Tenant. If,
      during the last month of the Term, Tenant shall have removed all or
      substantially all of Tenant's property therefrom, Landlord may immediately
      enter
      and alter, renovate and redecorate the Premises, without elimination or
      abatement of rent, or incurring liability to Tenant for any compensation, and
      such acts shall have no effect upon this Lease. Nothing herein contained,
      however, shall be deemed or construed to impose upon Landlord any obligation,
      responsibility or liability whatsoever, for the care, supervision or repair,
      of
      the Building or any part thereof, other than as herein elsewhere expressly
      provided. Landlord shall also have the right at any time, without the same
      constituting an actual or constructive eviction and without incurring any
      liability to Tenant therefor, to change the arrangement and/or location of
      entrances or passageways, doors and doorways, and corridors, stairs, toilets,
      elevators, or other public parts of the Building, and to change the name by
      which the Building is commonly known and/or its mailing address.




30.  Estoppel
      Certificates. Tenant
      agrees, at any time and from time to time, upon not less than ten (10) days'
      prior request by Landlord to execute, acknowledge and deliver to Landlord an
      estoppel certificate substantially in the form attached hereto as Exhibit
      "D" or such
      other reasonable form requested by Landlord which certifies that this Lease
      is
      unmodified and in full force (or if there have been modifications, that the
      same
      is in full force and effect as modified and stating the modifications) and
      the
      dates through which the rent and other charges have been paid in advance, if
      any, and stating whether or not to the best knowledge of the signer of such
      certificate Landlord is in default in performance of any covenant, agreement
      or
      condition contained in this Lease and, if so, specifying each such default
      of
      which the signer may have




knowledge,
      it being intended that any such statement delivered hereunder may be relied
      upon
      by third parties not a party to this Lease.




31.  Subordination. Tenant
      accepts this Lease, and the tenancy created hereunder, subject and subordinate
      to any mortgages, overleases, leasehold mortgages or other security interests
      now or hereafter a lien upon or affecting the Building or the Property or any
      part thereof. Tenant shall, at any time hereafter, within ten (10) days after
      request from Landlord, execute a Subordination, Non-Disturbance Agreement
      substantially in the form of Exhibit
      "E" attached
      hereto and made a part hereof or any instruments or leases or other documents
      that may be required by any mortgage or mortgagee or overlandlord (herein a " Mortgagee")
      for the purpose of subjecting or subordinating this Lease and the tenancy
      created hereunder to the lien of any such mortgage or




mortgages
      or underlying lease, and the failure of Tenant to execute any such instruments,
      releases or documents shall constitute a default hereunder.




32.  Attomment. Tenant
      agrees that upon any termination of Landlord's interest in the Premises, Tenant
      shall, upon request, attorn to the person or organization then holding title
      to
      the reversion of the Premises (the " Successor")
      and to all subsequent Successors, and shall pay to the Successor all of the
      rents and other monies required to be paid by Tenant hereunder and perform all
      of
      the other terms, covenants, conditions and obligations in this Lease contained;
      provided, however, that if in connection with such attornment Tenant shall
      so
      request from such Successor in writing, such Successor shall execute and deliver
      to Tenant an instrument wherein such Successor agrees that as long as Tenant
      performs all of the terms, covenants and conditions of this Lease, on Tenant's
      part to be performed, Tenant's possession under the provisions of this Lease
      shall not be disturbed by such Successor.




33.  Notices. All
      notices and other communications to be made hereunder shall be in writing and
      shall be delivered to the addresses set forth below by any of the following
      means: (a) personal service or receipted courier service; (b) telecopying (if
      confirmed in writing sent by the methods specified in clauses (a), (c) or (d)
      of
      this Section), (c) registered or certified first class mail, return receipt
      requested, or (d) nationally-recognized overnight delivery service. Such
      addresses may be changed by notice to the other parties given in the same manner
      as provided above. Any notice or other communication sent pursuant to clause
      (a)
      or (b) hereof shall be deemed received upon such personal service or upon
      dispatch by electronic means, if sent pursuant to subsection (c) shall be deemed
      received five (5) days following deposit in the mail and/or if sent pursuant
      to
      subsection (d) shall be deemed received the next succeeding business day
      following deposit with such nationally recognized overnight delivery
      service.




If
      to
      Landlord:  GATEWAY
      44, LLC




c/o
      Corporate Office Properties, L.P. 8815 Centre Park Drive, Suite 400 Columbia,
      Maryland 21045




Attn:
      General Counsel


Telecopier:
      410-740-1174




If
      to
      Tenant:  At
      the
      Premises and to Tenant's Notice Address.




Any
      party
      may designate a change of address by written notice to the above parties, given
      at least ten (10) days before such change of address is to become
      effective.




34.  Intentionally
      Deleted.




35.  Tenant's
      Space. Attached
      hereto as Exhibit
      "C" is a
      copy of Landlord's "Tenant Improvements," specifying the materials and manner
      in
      which Landlord shall finish the Premises. The first $7500 of the cost of
      completing the Tenant Improvement shall be payable by Tenant to Landlord, and
      the remaining costs thereof shall be Landlord's. Landlord shall cause all work
      necessary to complete the Premises in accordance with Exhibit
      "C" to be
      commenced with reasonable promptness after the signing of the Lease and
      thereafter duly completed.




Tenant
      agrees to furnish Landlord, within fifteen (15) days from the date hereof,
      such
      specifications reasonably acceptable to Landlord as may be required to enable
      Landlord to prepare plans and specifications and the construction drawings
      for
      the work to be performed, including, without limitation, specifications for
      Tenant's electrical, special equipment needs and finishes and any other
      information required for Landlord to complete the construction drawings required
      to accompany the permit application. Landlord shall deliver such plans and
      specifications to Tenant for review and approval within fourteen (14) days
      after
      receipt from Tenant of all of the information described in the immediately
      preceding sentence. Such plans and specifications shall be deemed accepted
      by
      Tenant unless Tenant shall have given written notice to the contrary to Landlord
      within ten (10) days of Tenant's receipt thereof, stating the respects in which
      same fail to conform with Tenant's requirement. When Landlord and Tenant have
      agreed upon the plans and specifications or the ten (10) day comment period
      has
      expired, Landlord shall apply for any required permits, diligently prosecute
      the
      issuance of the permits and then finish or cause the Premises to be finished
      in
      accordance therewith.




The
      cost
      of any work which is not described as Tenant Improvements shall include all
      costs of labor and materials incurred by Landlord in the performance of such
      work, plus ten percent (10%) for overhead and ten percent (10%) for profit.
      At
      Tenant's request, Landlord shall fully cooperate with Tenant to establish the
      costs or estimates in advance of performing the work which is not included
      as
      the Tenant Improvements.




36.  Quiet
      Enjoyment. Tenant,
      upon the payment of rent and the performance of all the terms of
      this
      Lease, shall at all times during the Term peaceably and quietly enjoy the
      Premises without any
      disturbance from Landlord or any other person claiming through
      Landlord.




37.   Vacation
      of Premises. Tenant
      shall vacate the Premises at the end of the Term. If Tenant fails to vacate
      at
      such time there shall be payable to Landlord an amount equal to one hundred
      fifty percent (150%) of the monthly Base Rent stated in Section
      1.1.8 paid
      immediately prior to the holding over period for each month or part of a month
      that Tenant holds over, plus all other payments provided for herein, and the
      payment and acceptance of such payments shall not constitute an extension or
      renewal of this Lease. In event of any such holdover, Landlord shall also be
      entitled to all remedies provided by law for the speedy eviction of tenants,
      and
      to the payment of all attorneys' fees and expenses incurred in connection
      therewith.




38.   Members'
      Liability. It is
      understood that the Owner of the Building is a Maryland limited liability
      company. All obligations of the Owner hereunder are limited to the net assets
      of
      the Owner from time to time. No member of Owner, or of any successor
      partnership, whether now


or
      hereafter a member, shall have any personal responsibility or liability for
      the
      obligations of Owner hereunder.




39.   Separability. If any
      term or provision of this Lease or the application thereof to any person or
      circumstances shall, to any extent, be invalid or unenforceable, the remainder
      of this Lease or the application of such term or provision of such term or
      provision to persons or circumstances other than those as to which it is held
      invalid or unenforceable, shall not be




affected
      thereby, and each term and provision of this Lease shall be valid and be
      enforced to the fullest extent permitted by law.




40.  Indemnification.




40.1 Tenant's
      Indemnification. Tenant
      shall indemnify and hold harmless Landlord and all of its and their respective
      members, partners, directors, officers, agents and employees from
      any
      and all liability, loss, cost or expense arising from all third-party claims
      resulting from or in connection with:




40.1.1
      the conduct or management of the Premises or of any business therein, or any
      work or thing whatsoever done, or any condition created in or about the Premises
      during the Term of this Lease or during the period of time, if any, prior to
      the
      Commencement Date that




Tenant
      may have been given access to the Premises if a result of acts covered by Section
      40.1.2 below;




40.1.2
      any act, omission or negligence of Tenant or any of its subtenants or licensees
      or its or their partners, directors, officers, agents, employees, invitees
      or
      contractors; 40.1.3
      any accident, injury or damage whatever occurring in, at or upon
      the


Premises
      other than those items covered under Landlord's indemnity as described in Section  40.2;




40.1.4
      any breach or default by Tenant in the full and prompt payment and performance
      of Tenant's obligations under this Lease together
      with all costs and expenses reasonably incurred or paid in connection with
      each
      such claim
      or
      action or proceeding brought thereon, including, without limitation, all
      reasonable attorney's fees and expenses.




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




40.2 Landlord's
      Indemnification. Landlord
      shall indemnify and hold harmless Tenant and all of its and their respective
      members, partners, directors, officers, agents and employees from any and all
      liability, loss, cost or expense arising from all third-party claims resulting
      from or
      in
      connection with:




40.2.1
      the conduct or management of the Building or of any business therein, or any
      work or thing whatsoever done, or any condition created in or about the Building
      during the Term of this Lease; and




40.2.2
      any act, omission or negligence of Landlord or any of its subtenants or
      licensees or its or their partners, directors, officers, agents, employees,
      invitees or contractors; and together
      with all costs and expenses reasonably incurred or paid in connection with
      each
      such claim or action or proceeding brought thereon, including, without
      limitation, all reasonable attorney's fees and expenses.




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




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




42.  Brokers. Tenant
      represents that Tenant has dealt directly with, only with, the Broker as broker
      in connection with this Lease, and Tenant warrants that no other broker
      negotiated this Lease or is entitled to any commissions in connection with
      this
      Lease. Landlord shall pay the Broker pursuant to the terms of a separate written
      agreement by and between Landlord and Broker.




43.   Recordation. Tenant
      covenants that it shall not, without Landlord's prior written consent, which
      consent may be withheld in Landlord's sole and absolute discretion, record
      this
      Lease or any memorandum of this Lease or offer this Lease or any memorandum
      of
      this Lease for recordation. If at any time Landlord or any mortgagee of
      Landlord's interest in the Premises shall require the recordation of this Lease
      or any memorandum of this Lease, such recordation shall be at Landlord's
      expense. If at any time Tenant shall require the recordation of this Lease
      or
      any memorandum of this Lease, such recordation shall be at Tenant's expense.
      If
      the recordation of this Lease or any memorandum of this Lease shall be required
      by any valid governmental order, or if any government authority having
      jurisdiction in the matter shall assess and be entitled to collect transfer
      taxes or documentary stamp taxes, or both transfer taxes and documentary stamp
      taxes on this Lease or any memorandum of this Lease, Tenant shall execute such
      acknowledgments as may be necessary to effect such recordations and pay, upon
      request of Landlord, one half of all recording fees, transfer taxes and
      documentary stamp taxes payable on, or in connection with this Lease or any
      memorandum of this Lease or such recordation.




44.   Successors
      and Assigns. The
      covenants, conditions and agreements contained in this Lease shall bind and
      inure to the benefit of Landlord and Tenant, and their respective heirs,
      personal representatives, successors and assigns (subject, however, to the
      terms
      of Section
      20 hereof).




45.
            Integration
                of Agreements.This writing is intended by the Parties as a final expression of
                their
                agreement and is a complete and exclusive statement of its terms,
                and all
                negotiations, considerations and representations between the Parties
                are
                incorporated. No course of prior dealings between the Parties or
                their
                affiliates shall be relevant or admissible to supplement, explain,
                or vary
                any of the terms of this Lease. Acceptance of, or acquiescence to,
                a
                course of performance rendered under this Lease or any prior agreement
                between the Parties or their affil-iates shall not be relevant or
                admissible to determine the meaning of any of the terms or covenants
                of
                this Lease. Other than as specifically set forth in this Lease, no
                representations, understandings, or agreements have been made or
                relied
                upon in the making of this Lease.




46.  Hazardous
      Material; Indemnity. Tenant
      shall not cause or permit any Hazardous Material (as hereinafter defined) to
      be
      brought upon, kept, or used in or about the Premises by Tenant, its agents,
      employees, contractors or invitees, without the prior written consent of
      Landlord (which Landlord shall not unreasonably withhold as long as Tenant
      demonstrates to Landlord's reasonable satisfaction that such Hazardous Material
      is necessary or useful to Tenant's business and shall be used, kept and stored
      in a manner that complies with all laws regulating any such Hazardous Material
      so brought upon or used or kept in or about the Premises). If Tenant breaches
      the obligations stated in the preceding sentence, or if the presence of
      Hazardous Material on the Premises caused or permitted by Tenant results in
      contamination of the Premises, the Building and/or the Property, or if
      contamination of the Premises, the Building and/or the Property by Hazardous
      Material otherwise occurs, for which Tenant is legally liable to Landlord for
      damage resulting therefrom, then Tenant shall indemnify, defend and hold
      Landlord and its Mortgagee(s) harmless from any and all claims, judgments,
      damages, penalties, fines, costs, liabilities or losses (including, without
      limitation, diminution in value of the Premises, the Building and/or the
      Property, damages for the loss or restriction on use of rentable or usable
      space
      or of any amenity of the Premises, the Building and/or the Property, damages
      arising from any adverse impact on marketing of space, and sums paid in
      settlement of claims, attorneys' fees, consultant fees and expert fees) which
      arise during or after the Term as a result of such contamination. This
      indemnification of Landlord and its Mortgagee(s) by Tenant includes, without
      limitation, costs incurred in connection with any investigation of site
      conditions or any cleanup, remedial, removal, or restoration work required
      by
      any federal, state or local governmental agency or political subdivision because
      of Hazardous Material present in the soil or ground water on or under the
      Building. Without limiting the foregoing, if the presence of any Hazardous
      Material on the Premises, the Building and/or the Property caused or permitted
      by Tenant results in any contamination of the Premises, the Building and/or
      the
      Property, Tenant shall promptly take all actions at its sole expense as are
      necessary to return the Premises, the Building and/or the Property to the
      condition existing prior to the introduction of any such Hazardous Material
      to
      the Premises, the Building and/or the Property; provided that Landlord's
      approval of such actions shall first be obtained, which approval shall not
      be
      unreasonably withheld so long as such actions would not potentially have any
      material adverse long-term or short-term effect on the Premises or the
      Building.




As
      used
      herein, the term "Hazardous Material" means any hazardous or toxic substance,
      material or waste which is or becomes regulated by any local governmental
      authority, the State of Maryland or the United States Government. The term
      "Hazardous Material" includes, without limitation, any material or substance
      that is (i) defined as a "hazardous substance" under the laws of the State
      of
      Maryland, (ii) petroleum, (iii) asbestos, (iv) designated as a "hazardous
      substance" pursuant to Section 311 of the Federal Water Pollution Control Act
      (33 U.S.C. Section 1321), (v) defined as a "hazardous waste" pursuant to Section
      1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et
      seq. (vi) defined as a "hazardous substance" pursuant to Section 101 of the
      Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
      §§ 9601 et seq., or (vii) defined as a "regulated substance" pursuant to
      Subchapter IX, Solid Waste Disposal Act (Regulation of Underground Storage
      Tanks), 42 U.S.C. §§ 6991 et seq.




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




47.1
      Landlord and Tenant agree to cooperate together in the initial design, planning
      and preparation of specifications for construction of the Premises so that
      same
      shall be in compliance with the A. Any costs associated with assuring that
      the
      plans and specifications for the construction of the Premises are in compliance
      with the ADA shall be borne by the party whose responsibility it is hereunder
      to
      bear the cost of preparation of the plans and specifications. Similarly those
      costs incurred in the initial construction of the Premises so that same are
      built in compliance with the ADA shall be included within Tenant's Improvements
      and handled in the manner as provided for in other Sections of this
      Lease.





47.2
      Subject
      to Section
      47.4, modifications, alterations and/or other changes required to and within the
      Common Areas which are not capital in nature shall be the responsibility of
      Landlord to perform and the cost of same shall be considered a part of the
      Building Expenses and treated as such.




47.3
      Subject to Section
      47.4, modifications, alterations and/or other changes required to and within the
      Common Areas which are capital in nature shall be the responsibility of Landlord
      and at its cost and expense.




47.4
      Modifications, alterations and/or other changes required to and within the
      Common Areas, whether capital in nature or not, which are required as a result
      of Tenant's specific use of the Premises, as compared to office uses generally,
      shall be paid by Tenant within thirty (30) days after receipt of an invoice
      from
      Landlord, together with reasonable supporting documentation.




47.5
      Modifications, alterations and/or other changes required to and within the
      Premises (after the initial construction of same), whether capital in nature
      or
      non-capital in nature, shall be the responsibility of Tenant and at its cost
      and
      expense; unless the changes are structural in nature and result from the
      original design of the Building, in which instance they shall be the
      responsibility of Landlord and at its cost and expense.




Each
      party hereto shall indemnify and hold harmless the other party from any and
      all
      liability, loss, cost or expense arising as a result of a party not fulfilling
      its obligations as to compliance with the ADA as set forth in this Section
      47.




48.   Several
      Liability. If
      Tenant shall be one or more individuals, corporations or other entities, whether
      or not operating as a partnership or joint venture, then each such individual,
      corporation, entity, joint venturer or partner shall be deemed to be both
      jointly and severally liable for the payment of the entire rent and other
      payments specified herein.




49.  Financial
      Statements. Tenant
      represents and warrants to Landlord that the financial statements heretofore
      delivered by Tenant to Landlord are true, correct and complete in all respects,
      have been prepared in accordance with generally accepted accounting principles,
      and fairly represent the financial condition of Tenant as of the date thereof,
      and that no material change has thereafter occurred in the financial conditions
      reflected therein. Within fifteen (15) days after request from Landlord, Tenant
      agrees to deliver to Landlord such future financial statements and other
      information as Landlord from time to time may reasonably request.




50.   Definition
      of "Day" and "Days" .
      As used
      in the Lease, the terms "day" and "days" shall refer to calendar days unless
      specified to the contrary; provided, however, that if the deadline established
      for either party's performance hereunder occurs on a Saturday, Sunday or banking
      holiday in the State of Maryland, the date of performance shall be extended
      to
      the next occurring business day.




IN
      WITNESS WHEREOF, Landlord and Tenant have respectively affixed their hands
      and
      seals to this Lease as of the day and year first above written.







converalease4/29/05
              ibw
              WITNESS
                OR ATTEST:
            -LANDLORD:
                GATEWAY 44, LLC









____________________  By:______________________(SEAL)








WITNESS
      OR ATTEST:  TENANT:




CONVERA
      CORPORATION






______________________   By:______________________(SEAL)  Name:__________________________  Title:___________________________
















STATE
      OF
      MARYLAND,___________________  TO
      WIT:


I
      HEREBY
      CERTIFY, that on this ____  day
      of ,
      2005,
      before me, the undersigned Notary Public of the State, personally appeared
      Roger
      A. Waesche, Jr., who acknowledged himself to be the Executive Vice President
      of
      GATEWAY 44, LLC, a Maryland limited liability company, known to me (or
      satisfactorily proven) to be the person whose name is subscribed to the within
      instrument, and acknowledged that he executed the same on behalf of the
      corporation for the purposes therein contained as the duly authorized Executive
      Vice President of the corporation by signing the name of the corporation by
      himself as such Executive Vice President.




WITNESS
      my hand and Notarial Seal.-







Notary
      Public My
      Commission Expires:







STATE
      OF
      VIRGINIA______________TO WIT:


I
      HEREBY
      CERTIFY, that on this ___ ' day
      of__________________, 2005, before me, the


undersigned
      Notary Public of the State, personally appeared  ______________ **** known
      to
      me (or


satisfactorily
      proven) to be the person whose name is subscribed to the with n instrument,
      and


acknowledged
      himself/herself to be the *________* of
      CONVERA CORPORATION, a _______




corporation,
      and that he/she, as such __________ *,* ** being
      authorized so to do, executed the foregoing instrument on behalf of the
      Corporation by himself/herself as such __________________.




WITNESS
                my hand and Notarial Seal.







My
                Commission Expires:
            Notary
                Public










**EXHIBIT** "A"




to
      Agreement of Lease by and between




GATEWAY
      44, LLC, Landlord




and
      CONVERA CORPORATION, Tenant




FLOOR
      PLAN














**EXHIBIT** "A"




to
      Agreement of Lease by and between




GATEWAY
      44, LLC, Landlord




and
      CONVERA CORPORATION, Tenant




FLOOR
      PLAN














**EXHIBIT
      "A-1"**




**to
      Agreement of Lease by and between**




**GATEWAY
      44, LLC, Landlord**




**and
      CONVERA CORPORATION, Tenant**




**LEGAL
      DESCRIPTION OF PROJECT**




Parcel
      A-1 as shown on a plat entitled "Columbia Gateway, Parcels A-1 and C-1, A
      Resubdivision of Parcels A and C, Plats 6766 & 6767, Sheet 1 of 2," which
      plat is recorded among the Land Records of Howard County, Maryland as Plat
      No.
      7995.










**EXHIBIT
      "B"**




**to
      Agreement of Lease by and between**




**GATEWAY
      44, LLC, Landlord**




**and
      CONVERA CORPORATION, Tenant**




**RULES
      AND REGULATIONS**


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




1.  Tenant
      shall not obstruct or permit its agents, clerks or servants to obstruct, in
      any
      way, the sidewalks, entry passages, corridors, halls, stairways or elevators
      of
      the Building, or use the same in any other way than as a means of passage to
      and
      from the offices of Tenant; bring in, store, test or use any materials in the
      Building which could cause a fire or an explosion or produce any fumes or vapor;
      make or permit any improper noises in the Building; smoke in the elevators,
      the
      Premises, the Building or the Common Areas except in the exterior areas
      specifically designated by Landlord; throw substances of any kind out of the
      windows or doors, or down the passages of the Building, in the halls or
      passageways; sit on or place anything upon the window sills; or clean the
      windows.




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




3.  Tenant
      shall not (i) obstruct the windows, doors, partitions and lights that reflect
      or
      admit light into the halls or other places in the Building, or (ii) inscribe,
      paint, affix, or otherwise display signs, advertisements or notices in, on,
      upon
      or behind any windows or on any door, partition or other part of the interior
      or
      exterior of the Building without the prior written consent of Landlord which
      shall not be unreasonably withheld. If such consent be given by Landlord, any
      such sign, advertisement, or notice shall be inscribed, painted or affixed
      by
      Landlord, or a company approved by Landlord, but the cost of the same shall
      be
      charged to and be paid by Tenant, and Tenant agrees to pay the same promptly,
      on
      demand.




4.  No
      contract of any kind with any supplier of towels, water, ice, toilet articles,
      waxing, rug shampooing, venetian blind washing, furniture polishing, lamp
      servicing, cleaning of electrical fixtures, removal of waste paper, rubbish
      or
      garbage, or other like service shall be entered into by Tenant, nor shall any
      vending machine of any kind be installed in the Building, without the prior
      written consent of Landlord, which consent of Landlord shall not be unreasonably
      withheld.




5.  When
      electric wiring of any kind is introduced, it must be connected as directed
      by
      Landlord, and no stringing or cutting of wires shall be allowed, except with
      the
      prior written consent of Landlord which shall not be unreasonably withheld,
      and
      shall be done only by contractors approved by Landlord. The number and location
      of telephones, telegraph instruments, electric appliances, call boxes, etc.,
      shall be subject to Landlord's approval. No tenants shall lay linoleum or other
      similar floor covering so that the same shall be in direct contact with the
      floor of the Premises; and if linoleum or other similar floor covering is
      desired to be used, an interlining of builder's deadening felt shall be first
      affixed to the floor by a paste or other material, the use of cement or other
      similar adhesive material being expressly prohibited.




6.  No
      additional lock or locks shall be placed by Tenant on any door in the Building,
      without prior written consent of Landlord. Two keys will be furnished Tenant
      by
      Landlord; two additional keys will be supplied to Tenant by Landlord, upon
      request, without charge; any additional keys requested by Tenant shall be paid
      for by Tenant. Tenant, its agents and employees, shall not have any duplicate
      keys made and shall not change any locks. All keys to doors and washrooms shall
      be returned to Landlord at the termination of the tenancy, and in the event
      of
      any loss of any keys furnished, Tenant shall pay Landlord the cost
      thereof.




7.  Tenant
      shall not employ any person or persons other than Landlord's janitors for the
      purpose of cleaning the Premises, without prior written consent of Landlord
      which shall not be unreasonably
      withheld. Landlord shall not be responsible to Tenant for any loss of property
      from the Premises however occurring, or for any damage done to the effects
      of
      Tenant by such janitors or any of its employees, or by any other person or
      any
      other cause.




8.  No
      bicycles, vehicles or animals of any kind (other than animals to assist the
      disabled) shall be brought into or kept in or about the Premises.




9.  Tenant
      shall not conduct, or permit any other person to conduct, any auction upon
      the
      Premises; manufacture or store goods, wares or merchandise upon the Premises,
      without the prior written approval of Landlord, except the storage of usual
      supplies and inventory to be used by Tenant in the conduct of its business;
      permit the Premises to be used for gambling; make any unusual noises in the
      Building; permit to be played any musical instrument in the Premises; permit
      to
      be played any radio, television, recorded or wired music in such a loud manner
      as to disturb or annoy other tenants; or permit any unusual odors to be produced
      upon the Premises. Tenant shall not permit any portion of the Premises to be
      used for the storage, manufacture, or sale of intoxicating beverages, narcotics,
      tobacco in any form, or as a barber or manicure shop.




10.  No
      awnings or other projections shall be attached to the outside walls of the
      Building. No curtains, blinds, shades or screens shall be attached to or hung
      in, or used in connection with, any window or door of the Premises, without
      the
      prior written consent of Landlord which consent shall not be unreasonably
      withheld. Such curtains, blinds and shades must be of a quality, type, design,
      and color, and attached in a manner reasonably approved by
      Landlord.




11.  Canvassing,
      soliciting and peddling in the Building are prohibited, and Tenant shall
      cooperate to prevent the same.




12.  There
      shall not be used in the Premises or in the Building, either by Tenant or by
      others in the delivery or receipt of merchandise, any hand trucks except those
      equipped with rubber tires and side guards, and no hand trucks will be allowed
      in passenger elevators.




13.  Tenant,
      before closing and leaving its Premises, shall ensure that all entrance doors
      to
      same are locked.




14.  Landlord
      shall have the right to prohibit any advertising by Tenant which in Landlord's
      opinion tends to impair the reputation of the Building or its desirability
      as a
      building for offices, and upon written notice from Landlord, Tenant shall
      refrain from or discontinue such advertising.




15.  Landlord
      hereby reserves to itself any and all rights not granted to Tenant hereunder,
      including, but not limited to, the following rights which are reserved to
      Landlord for its purposes in operating the Building:




(a)  the
      exclusive right to the use of the name of the Building for all purposes, except
      that Tenant may use the name as its business address and for no other
      purpose;




(b)  the
      right
      to change the name or address of the Building, without incurring any liability
      to Tenant for so doing;




(c)  the
      right
      to install and maintain a sign or signs on the exterior of the
      Building;




(d)  the
      exclusive right to use or dispose of the use of the roof of the
      Building;




(e)  the
      non-exclusive right to use the area above the ceiling of the Premises for the
      purpose of installing and maintaining telecommunications, water lines, utility
      lines, other conduit, sprinklers, drainlines, ductwork and HVAC connections
      and
      any other equipment necessary to provide services to any area in the
      Building;




(f)  the
      right
      to limit the space on the directory of the Building to be allotted to
      Tenant;





(g)
      the right to
      grant to anyone the right to conduct any particular business or undertaking
      in
      the Building.




16.  As
      used
      herein the term "Premises" shall mean and refer to the "Premises" as defined
      in Section
      1 of the
      Lease.




17.  Tenant
      shall not operate space heaters or other heating or ventilating equipment
      without the express prior written consent of Landlord in each instance first
      obtained. Tenant shall not install or operate any electrical equipment,
      appliances or lighting fixtures in the Premises which are not listed and labeled
      by Underwriter's Laboratories or other testing organization acceptable to
      Landlord.





convera.lease
              4/29/05




**EXHIBIT** **"C"**




**to
      Agreement of Lease by and between**




**GATEWAY
      44, LLC, Landlord**




**and
      CONVERA CORPORATION, Tenant**









**SCHEDULE
      OF TENANT IMPROVEMENTS**























































































































































































































































































**to
      Agreement of Lease by and between**




**GATEWAY
      44, LLC, Landlord**




**and
      CONVERA CORPORATION, Tenant**




**ESTOPPEL
      CERTIFICATE**




TRANSAMERICA
      OCCIDENTAL LIFE INSURANCE COMPANY c/o AEGON USA Realty Advisors,
      Inc.


Mortgage
      Loan Depaltment


4333
      Edgewood Road N.E.


Cedar
      Rapids, Iowa 52499-5223




RE:
      Mortgage Loan to Corporate Office Properties, L.P. (the "Borrower") secured
      by
      6716, 6740, 6750 & 6760 Alexander Bell Drive, Columbia, Maryland 21045 (the
      "Real Property") owned by Gateway 44, LLC, a Maryland limited liability company
      (the "Landlord"), and Assignment of Lease to Lender (as defined below) of a
      certain Lease to CONVERA CORPORATION (the "Tenant")




Dear
      Sir
      or Madam:




We
      are
      the tenant under the terms of a certain lease (together with any amendments,
      options, extension and renewals listed below, the "Lease") demising premises
      which comprise all or part of the Real Property. We understand that one of
      your
      insurance company affiliates ("Lender") has acted as the lender in connection
      with the funding of a commercial mortgage loan (the "Loan"). An assignment
      of
      the Lease will be part of Lender's security for the Loan.




Tenant
      certifies that:




(a)  It
      occupies the premises demised by the Lease.




(b)  The
      material business terms of the Lease are as follows:




Landlord:


Lease
      Date:


Lease
      Commencement Date:


Subleases
      (if any):




Amendments
      and Modifications (if any):


Current
      Monthly Base Rent:


Current
      Expense Reimbursement:


Square
      Footage:


Expiration
      Date:




Renewals
      or Options (if any):


Security
      or other Deposit:




Uncompleted
      Tenant Improvements (if any):


Unpaid
      Tenant Allowances (if any):


Other
      Financial Obligation of Landlord (if any):




(c)  The
      Lease
      is Tenant's entire agreement with the Landlord.




(d)
            Tenant
                has accepted and currently occupies the leased premises, is paying
                full
                rent under the Lease, and neither (i) presently asserts any Landlord
                default, claim against Landlord, matured right of setoff, or right
                to pay
                reduced rent nor (ii) knows of any fact which, with the giving of
                notice
                or the passage of time, or both, could give rise to any such default,
                claim or right.




(e)
            Tenant
                neither (i) presently asserts any matured right to terminate or to
                cancel
                the Lease nor (ii) knows of any fact which, with the giving of notice
                or
                the passage of time, or both, could give rise to any such
                right.




(f)
            Tenant
                does not presently intend to vacate its premises any time
                prior to the Lease's expiration date and knows of no fact which could
                give
                rise to any such intent.




(g)  Tenant
      is
      not the debtor in any bankruptcy or state insolvency case and is not the subject
      of any receivership, winding up, liquidation or similar proceeding.




Very
      truly yours,


Tenant:
      CONVERA CORPORATION


By:


Name:




Title:  Date:





36
 
 convera.lease




**EXHIBIT
      "E"**




**to
      Agreement of Lease by and between**




**GATEWAY
      44, LLC, Landlord**




**and
      CONVERA CORPORATION, Tenant**


**FORM
      OF**


**SUBORDINATION,
      NON-DISTURBANCE AND ATTORNMENT AGREEMENT**




**SUBORDINATION,
      ATTORNMENT AND NON-DISTURBANCE AGREEMENT**




THIS
      SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT ("Agreement") is made
      and
      entered into as of the  day
      of
      200_by and between TRANSAMERICA OCCIDENTAL LIFE INSURANCE


COMPANY("Lender"),  and  CONVERA  CORPORATION, a


("Tenant").




WHEREAS,
      Lender has funded a commercial mortgage loan (the "Loan") to CORPORATE OFFICE
      PROPERTIES, L.P., a Delaware limited partnership ("Borrower") secured by a
      mortgage or deed of trust (the "Mortgage") on the land described on Exhibit
      "A,"
      together with present or future improvements (the "Real Property") owned by
      GATEWAY 44, LLC, a Maryland limited liability company and affiliate of Borrower
      ("Landlord"); and




WHEREAS,
      by a certain lease between Landlord and Tenant dated as of , 2001 (together
      with
      all amendments, options, extensions and renewals, the "Lease"), Landlord has
      demised to Tenant all or a portion of the Real Property; and




WHEREAS,
      as a condition to making the Loan, Landlord assigned its interest in the Lease
      to Lender as part of Lender's security; and




WHEREAS,
      the Tenant's execution and delivery of this Agreement and of an estoppel
      certificate providing the Lender with current information on the status of
      the
      Lease (the "Estoppel") are conditions precedent to Lender's obligation to fund
      the Loan; and




WHEREAS,
      Tenant desires to enter into this Agreement in order to benefit from the
      promises by Lender that are set forth in this Agreement;




NOW,
      THEREFORE, in consideration of the foregoing and of the mutual covenants herein
      contained, the parties agree as follows:




1.
            If,
                upon the closing of the Loan, the Lease would not by its terms be
                subordinate to the lien of Lender on the Real Property, Tenant so
                subordinates the Lease.




2.  The
      Tenant consents to the assignment of the Lease to Lender in support of the
      Loan.




3.
            If
                Landlord defaults under the Lease and, upon notice, fails to cure
                its
                default within the cure period provided under the Lease, Tenant will
                notify Lender of the default and afford Lender a reasonable opportunity
                to
                cure it before terminating the Lease or exercising any self-help
                rights
                from which a right of setoff would
                arise.




4.
            If
                Lender forecloses the Loan or acquires title to the Real Property
                by deed
                in lieu of foreclosure, the following terms and conditions will govern
                the
                respective rights and obligations of Tenant and Lender or other new
                owner
                of the Real Property (in either case, the "New
                Owner"):




(a)
            The
                New Owner shall not disturb Tenant's quiet enjoyment and possession
                of its
                demised premises for so long as Tenant faithfully performs its obligations
                under the Lease and under this
                Agreement.




(b)
            The
                New Owner shall not be bound by any purchase option contained in
                the
                Lease.







(c)
            The
                New Owner shall not be required to assume any of Landlord's liabilities
                to
                Tenant under indemnification or hold harmless agreements in the Lease
                arising from any Landlord default, act or omission occurring prior
                to the
                date New Owner acquires title to the Real Property, or for damages
                caused
                by any Landlord default, act or omission occurring prior to date
                New Owner
                acquires title to the Real Property, and, following the acquisition
                of
                title, the New Owner's liability to the Tenant shall never exceed
                the
                value of the New Owner's interest in the Real
                Property.






(d)
            This
                Agreement will not vary the terms of the Lease that condition Tenant's
                obligation to pay rent on Landlord's performance of its covenants
                under
                the Lease in respect of the habitability and quiet enjoyment of the
                Real
                Property, which Lender agrees shall apply to the New Owner as they
                have to
                the Landlord,provided
                Tenant has performed its obligation under paragraph 3 of this
                Agreement.




(f)  Subject
      to the other terms of this Agreement, Tenant will, upon notice of the transfer,
      attorn to the New Owner (that is, recognize the New Owner as the landlord under
      the Lease from the time of transfer of the Real Property forward).




(g) The New Owner will not be bound by any modification of the Lease made
      without Lender's consent. The
      New
      Owner will not be bound by any rent paid more than one month in advance
      unless it actually receives it, or unless Lender has consented to the advance
      payment in writing.




(h)
            In
                respect of security or other lease deposits it receives, the New
                Owner
                shall be bound under the terms of the
                Lease.




The
      New
      Owner will be bound by offset rights under the Lease that have arisen through
      the Tenant's exercise of its rights to cure Landlord defaults, but only
      if


the
      Tenant has performed its obligations under paragraph three of this Agreement
      and
      the default has remained uncured.




5.
            No
                Modification.No
                modification shall be valid unless in writing and executed by the
                party
                against whom enforcement is sought.




6.
            Notices.Any notice under this Agreement may be delivered by hand or sent
                by
                commercial delivery service or United States Postal Service express
                mail,
                in either case for overnight delivery with proof of receipt, or sent
                by
                certified mail, return receipt requested, to the following
                addresses:






To
      Tenant: CONVERA CORPORATION






To
      Lender:




TRANSAMERICA
      OCCIDENTAL LIFE INSURANCE COMPANY Director, Mortgage Loan Servicing


AEGON
      USA
      Realty Advisors, Inc.


4333
      Edgewood Road NE


Cedar
      Rapids, Iowa 52499-5443




The
      notice shall be deemed to have been given on the date it was actually
      received.




7. Successors
      and Assigns. This
      Agreement shall be binding on, and shall inure to the benefit of,
      the
      parties' successors and assigns.




8. Counterparts. This
      Agreement may be executed and delivered in counterparts for the convenience
      of
      the parties.




TENANT:




CONVERA
      CORPORATION


By:  Name:




Title:




LENDER:




TRANSAMERICA
      OCCIDENTAL LIFE INSURANCE COMPANY




By:


Name:




Title:




TENANT
      ACKNOWLEDGMENT









STATE
                OF
            
            [Missing
                Graphic Reference]COUNTY
                OF









ON
      THIS  day
      of ,
      2005,
      before me, the subscriber, personally appeared


____________________________,
      to me known, who being by me duly sworn, did depose and say that she/he
      is_____________________________of CONVERA CORPORATION, a, described in and
      which
      executed the within instrument; that she/he knows the seal of said ;
      that
      the seal affixed to said instrumentis such corporate seal; that it was so
      affixed by order of the Board of Directors of saidand that she/he signed her/his
      name thereto by like order as the free and voluntary act and deed of said
      corporation.




IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and
      year first above written.




Notary
      Public





**OFFICEMA\.GATEWAY44**




LENDER
      ACKNOWLEDGMENT




STATE
      OF
      IOWA  )


SS:


COUNTY
      OF
      LINK )




ON
      THIS  day
      of ,
      2001,
      before me, the subscriber, personally appeared


,
      to me
      known, who being by me duly sworn, did depose and say that she/he is of
      TRANSAMERICA OCCIDENTAL LIFE


INSURANCE
      COMPANY, the corporation described in and which executed the within instrument;
      that she/he knows the seal of said corporation; that the seal affixed to said
      instrument is such corporate seal; that it was so affixed by order of the Board
      of Directors of said corporation and that she/he signed her/his name thereto
      by
      like order as the free and voluntary act and deed of said
      corporation.




IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and
      year first above written.




Notary
      Public







OFFICEMA\.
      GATE WAY44 V12/02




sts








EXHIBIT
      A


LEGAL
      DESCRIPTION OF PROPERTY