Exhibit 10-18










	






Exhibit 10.18



SIXTH AMENDMENT TO LEASE 




1.   PARTIES



1.1   THIS AGREEMENT made the
27th day of March, 2001 is between MACK-CALI REALTY L.P. (“Landlord”)
whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford,
New Jersey 07016 and GROUP 1 SOFTWARE, INC. (“Tenant”), whose address
is 4200 Parliament Place, Lanham, Maryland. 



2.   STATEMENT
OF FACTS



2.1   Landlord’s
predecessor in interest, Route 50 Limited Partnership and Comnet Corporation
previously entered into a Lease dated September 25, 1992, as amended by First
Amendment to Lease dated February 26, 1993, Second Amendment to Lease dated
April 28, 1993, Third Amendment to Lease dated February 13, 1996, Fourth
Amendment to Lease dated April 7, 1997 and Fifth Amendment to Lease dated June
14, 2000 (hereinafter collectively referred to as the “Lease”)
covering approximately 54,566 gross rentable square feet on the fourth
(4th), fifth (5th) and sixth (6th) floors
(hereinafter referred to as the “Existing Premises’) in the building
located at 4200 Parliament Place, Lanham, Maryland (“Building”); and 







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The Term of the Lease expires on
March 31, 2004; and 



2.3.  The parties desire to extend
the Term of the Lease for a period to commence on April 1, 2004; and 



2.4  Tenant desires to expand the
Existing Premises by leasing approximately 8,494 gross rentable square feet on the first
(1st) floor of the Building (“First Floor Expansion Premises”), as shown on
Exhibit A attached hereto and made a part hereof; and 



2.5   Tenant desires to further expand
the Existing Premises by leasing approximately 5,513 gross rentable square feet on the
second (2nd) floor of the Building (“Second Floor Expansion Premises”), as
shown on Exhibit A-1 attached hereto and made a part hereof; and 



2.6  The parties desire to amend
certain terms of the Lease as set forth below. 




3.  AGREEMENT



NOW, THEREFORE, in
consideration of the terms, covenants and conditions hereinafter set forth,
Landlord and Tenant agree as follows: 



3.1  The above recitals are
incorporated herein by reference. 



3.2  All capitalized and
non-capitalized terms used in this Agreement which are not separately defined
herein but are defined in the Lease shall have the meaning given to any such
term in the Lease. 



3.3  The term applicable to
the First Floor Expansion Premises shall commence on the First Floor Expansion
Premises Effective Date (as defined below) and shall terminate at 11:59 p.m. on
March 31, 2015 and the Basic Lease Information and Section 2 of the Lease shall
be deemed amended accordingly. 



The effective date
applicable to the First Floor Expansion Premises (the “First Floor
Expansion Premises Effective Date”) shall be the earlier of (i) the day
Landlord substantially completes the improvements to be made to the First Floor
Expansion Premises in accordance with Exhibit B attached hereto and made part
hereof or (ii) the date Tenant or anyone claiming under or through Tenant shall
occupy the First Floor Expansion Premises. 



Landlord, at its sole cost
and expense, shall perform the improvement work to the First Floor Expansion
Premises in accordance with Exhibit B attached hereto and made part hereof.
Landlord shall provide an allowance towards such improvement work of up to XX
DOLLARS ($XX) (“Landlord’s First Floor Expansion Allowance”). 



3.6  From and after the First Floor
Expansion Premises Effective Date, the following shall be effective: 



a.  Landlord shall lease to
Tenant and Tenant shall hire from Landlord the First Floor Expansion Premises as
shown on Exhibit A attached hereto and made part hereof. The Demised Premises
shall be deemed to include the First Floor Expansion Premises. 



b.  In addition to the Base
Rent payable applicable to the Existing Premises, Tenant shall pay Landlord Base
Rent applicable to the First Floor Expansion Premises which shall be equal, on a
per square foot basis, to the Base Rent then in effect for the Existing Premises
on a per square foot basis, as same shall be increased in accordance with
Paragraph 3.13 of this Agreement, and the Basic Lease Information and Section 3
of the Lease shall be deemed amended accordingly. 



Tenant shall pay Landlord
Additional Rent applicable to the First Floor Expansion Premises in accordance
with Section 4 of the Lease. 



The Expense Base for the
First Floor Expansion Premises shall be calculated by dividing the amount of
Real Estate Taxes and Operating Costs incurred in calendar year 2000 by the
Gross Rentable Area of the Building, and the Basic Lease Information and Section
4 of the Lease shall be deemed amended accordingly. 



3.7  The term applicable to
the Second Floor Expansion Premises shall commence on the Second Floor Expansion
Premises Effective Date (as defined below) and shall terminate at 11:59 p.m. on
March 31, 2015, unless extended or renewed, and the Basic Lease Information and
Section 2 of the Lease shall be deemed amended accordingly. 






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3.8  The effective date
applicable to the Second Floor Expansion Premises (the “Second Floor
Expansion Premises Effective Date”) shall be the earlier of (i) the day
Landlord substantially completes the improvements to be made to the Second Floor
Expansion Premises in accordance with Exhibit B-1 attached hereto and made part
hereof or (ii) the date Tenant or anyone claiming under or through Tenant shall
occupy the Second Floor Expansion Premises. 



3.9  Landlord, at its sole
cost and expense, shall perform the improvement work to the Second Floor
Expansion Premises in accordance with Exhibit B-1 attached hereto and made part
hereof. Landlord shall provide an allowance towards such improvement work of up
to XX DOLLARS ($XX) (“Landlord’s Second Floor Expansion
Allowance”). 



3.10  From and after the Second Floor
Expansion Premises Effective Date, the following shall be effective: 



a. Landlord shall lease to
Tenant and Tenant shall hire from Landlord the Second Floor Expansion Premises
as shown on Exhibit A-1 attached hereto and made part hereof. The Demised
Premises shall be deemed to include the Second Floor Expansion Premises. 



b.  In addition to the Base
Rent payable applicable to the Existing Premises, Tenant shall pay Landlord Base
Rent applicable to the Second Floor Expansion Premises which shall be equal, on
a per square foot basis, to the Base Rent then in effect for the Existing
Premises on a per square foot basis as same shall be increased in accordance
with Paragraph 3.13 of this Agreement and the Basic Lease Information and
Section 3 of the Lease shall be deemed amended accordingly. 



c.  Tenant shall pay Landlord
Additional Rent in accordance with Section 4 of the Lease. 



d.  The Expense Base for the
Second Floor Expansion Premises shall be calculated by dividing the amount of
Real Estate Taxes and Operating Costs incurred in calendar year 2000 by the
Gross Rental Area of the Building, and the Basic Lease Information and Section 4
of the Lease shall be deemed amended accordingly. 



3.11  The Term applicable to the
Existing Premises shall be extended for a period commencing on April 1, 2004 and expiring
at 11:59 p.m. on March 31, 2015 (“Extension Term”), unless extended or renewed,
and the Basic Lease Information and Section 2 of the Lease shall be deemed amended
accordingly. 



3.12  On or about April 1,
2004, Landlord shall perform tenant improvement work to the Existing Premises in
accordance with Exhibit C attached hereto and made a part hereof. Landlord shall
provide an allowance towards such improvement work of up to XX DOLLARS ($XX)
(“Landlord’s Existing Premises Allowance”). 



3.13  From and after April 1, 2001,
the following shall be effective: 



The Base Rent for the
Existing Premises shall be as follows and the Basic Lease Information and
Section 3 of the Lease shall be deemed amended accordingly: 



commencing on April 1, 2001
through and including March 31, 2002, the Base Rent applicable to the Existing
Premises shall be XX DOLLARS ($XX) per annum, payable in advance on the first
day of each and every calendar month in equal monthly installments of XX DOLLARS
($XX); 



commencing on April 1, 2002
through and including March 31, 2003, the Base Rent applicable to the Existing
Premises shall be XX DOLLARS ($XX) per annum, payable in advance on the first
day of each and every calendar month in equal monthly installments of XX DOLLARS
($XX); 



commencing on April 1, 2003
through and including March 31, 2004, the Base Rent applicable to the Existing
Premises shall be XX DOLLARS ($XX) per annum, payable in advance on the first
day of each and every calendar month in equal monthly installments of XX DOLLARS
($XX); 



iv.  commencing on April 1, 2004
through and including March 31, 2005, the Base Rent applicable to the Existing Premises
shall be XX DOLLARS ($XX) per annum, payable in advance on the first day of each and
every calendar month in equal monthly installments of XX DOLLARS ($XX); 



commencing on April 1, 2005
through and including March 31, 2006, the Base Rent applicable to the Existing
Premises shall be XX DOLLARS ($XX) per annum, payable in advance on the first
day of each and every calendar month in equal monthly installments of XX DOLLARS
($XX); 



commencing on April 1, 2006
through and including March 31, 2007, the Base Rent applicable to the Existing
Premises shall be XX DOLLARS ($XX) per annum, payable in advance on the first
day of each and every calendar month in equal monthly installments of XX DOLLARS
($XX); 






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commencing on April 1, 2007
through and including March 31, 2008, the Base Rent applicable to the Existing
Premises shall be XX DOLLARS ($XX) per annum, payable in advance on the first
day of each and every calendar month in equal monthly installments of XX DOLLARS
($XX); 



commencing on April 1, 2008
through and including March 31, 2009, the Base Rent applicable to the Existing
Premises shall be XX DOLLARS ($XX) per annum, payable in advance on the first
day of each and every calendar month in equal monthly installments of XX DOLLARS
($XX); 



commencing on April 1, 2009
through and including March 31, 2010, the Base Rent applicable to the Existing
Premises shall be XX DOLLARS ($XX) per annum, payable in advance on the first
day of each and every calendar month in equal monthly installments of XX DOLLARS
($XX); 



commencing on April 1, 2010
through and including March 31, 2011, the Base Rent applicable to the Existing
Premises shall be XX DOLLARS ($XX) per annum, payable in advance on the first
day of each and every calendar month in equal monthly installments of XX DOLLARS
($XX); 



commencing on April 1, 2011
through and including March 31, 2012, the Base Rent applicable to the Existing
Premises shall be XX DOLLARS ($XX) per annum, payable in advance on the first
day of each and every calendar month in equal monthly installments of XX DOLLARS
($XX); 



commencing on April 1, 2012
through and including March 31, 2013, the Base Rent applicable to the Existing
Premises shall be XX DOLLARS ($XX) per annum, payable in advance on the first
day of each and every calendar month in equal monthly installments of XX DOLLARS
($XX); 



commencing on April 1, 2013
through and including March 31, 2014, the Base Rent applicable to the Existing
Premises shall be XX DOLLARS ($XX) per annum, payable in advance on the first
day of each and every calendar month in equal monthly installments of XX DOLLARS
($XX); and 



commencing on April 1, 2014
through and including March 31, 2015, the Base Rent applicable to the Existing
Premises shall be XX DOLLARS ($XX) per annum, payable in advance on the first
day of each and every calendar month in equal monthly installments of XX DOLLARS
($XX). 



b.  Tenant shall continue to pay
Landlord Additional Rent applicable to the Existing Premises in accordance with Section 4
of the Lease. 



c.  The Expense Base for the Existing
Premises shall be calculated by dividing the amount of Real Estate Taxes and Operating
Costs incurred in calendar year 2000 by the Gross Rentable Area of the Building, and the
Basic Lease Information and Section 4 of the Lease shall be deemed amended accordingly. 



3.14  Promptly after the
determination of the First Floor Expansion Premises Commencement Date and the
Second Floor Expansion Premises Commencement Date, the parties shall memorialize
such dates in writing. 



3.15  Tenant represents and
warrants to Landlord that no broker other than The Ezra Company and Cassidy and
Pinkard brought about this transaction (whose commissions Landlord shall pay per
separate agreements), and Tenant agrees to indemnify and hold Landlord harmless
from any and all claims of any other broker arising out of or in connection with
negotiations of, or entering into of, this Agreement. 



3.16   Riders 2, 3 and 4 of
the Lease are hereby deleted in their entirety and the following substituted in
lieu thereof: 



     Option
to Renew: 



(a)  If the term of this
Lease shall then be in full force and effect and Tenant is not in monetary
default hereunder, Tenant shall have the option to extend the term of this Lease
for two (2) successive periods of five (5) years each (the first five (5) year
period being hereafter referred to as the “First Renewal Term” and the
second five (5) year period being hereafter referred to as the “Second
Renewal Term”) commencing on the day immediately following the Lease
Expiration Date of the Extension Term or First Renewal Term, as the case may be,
provided however that Tenant shall give Landlord notice of its election to
extend the term no earlier than fifteen (15) months prior to the applicable
Lease Expiration Date nor later than twelve (12) months prior to the applicable
Lease Expiration Date. TIME BEING OF THE ESSENCE in
connection with the exercise of each of Tenant’s options pursuant to this
Section. 






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(b)  Such extension of the
term of this Lease shall be upon the same covenants and conditions, as herein
set forth except for the Base Rent (which shall be determined in the manner set
forth below), and except that Tenant shall have no further right to extend the
term of this Lease after the exercise of the second option described in
paragraph (a) of this Section. If Tenant shall duly give notice of its election
to extend the term of this Lease, the First Renewal Term or the Second Renewal
Term, as the case may be, shall be added to and become a part of the Term of
this Lease (but shall not be considered a part of the initial Term), and any
reference in this Lease to the “Term of this Lease”, the “Term
hereof”, or any similar expression shall be deemed to include such renewal
term, and, in addition, the term “Lease Expiration Date” shall
thereafter mean the last day of the applicable renewal term. During the First
Renewal Term or the Second Renewal Term, Landlord shall have no obligation to
perform any alteration or preparatory or other work in and to the Demised
Premises and Tenant shall continue possession thereof in its “as is”
condition. 



(c)  If Tenant exercises its
option for the either renewal term, the Base Rent during the First Renewal Term
or the Second Renewal Term, as the case may be, shall be the fair market rent
for the Demised Premises, as hereinafter defined. 



(d)  Landlord and Tenant
shall use their best efforts, within thirty (30) days after Landlord receives
Tenant’s notice of its election to extend the Term of this Lease
(“Negotiation Period”), to agree upon the Base Rent to be paid by
Tenant during the First Renewal Term or Second Renewal Term, as the case may be.
If Landlord and Tenant shall agree upon the Base Rent for the applicable renewal
term, the parties shall promptly execute an amendment to this Lease stating the
Base Rent for the applicable renewal term. 



(e)  If the parties are
unable to agree on the Base Rent during the Negotiation Period, then within
fifteen (15) days after notice from the other party, given after expiration of
the Negotiation Period, each party, at its cost and upon notice to the other
party, shall appoint a person to act as an appraiser hereunder, to determine the
fair market rent for the Demised Premises. Each such person shall be a real
estate broker or appraiser with at least ten years’ active commercial real
estate appraisal or brokerage experience (involving the leasing of office space
as agent for both landlords and tenants) in the County of Prince George. If a
party does not appoint a person to act as an appraiser within said fifteen (15)
day period, the person appointed by the other party shall be the sole appraiser
and shall determine the aforesaid fair market rent. Each notice containing the
name of a person to act as appraiser shall contain also the person’s
address. Before proceeding to establish the fair market rent, the appraisers
shall subscribe and swear to an oath fairly and impartially to determine such
rent. 



If the two appraisers are
appointed by the parties as stated in the immediately preceding paragraph, they
shall meet promptly and attempt to determine the fair market rent. If they are
unable to agree within forty-five (45) days after the appointment of the second
appraiser, they shall attempt to select a third person meeting the
qualifications stated in the immediately preceding paragraph within fifteen (15)
days after the last day the two appraisers are given to determine the fair
market rent. If they are unable to agree on the third person to act as appraiser
within said fifteen (15) day period, the third person shall be appointed by the
American Arbitration Association (the “Association”), upon the
application of Landlord or Tenant to the office of the Association nearest the
Building. The person appointed to act as appraiser by the Association shall be
required to meet the qualifications stated in the immediately preceding
paragraph. Each of the parties shall bear fifty percent (50%) of the cost of
appointing the third person and of paying the third person’s fees. The
third person, however selected, shall be required to take an oath similar to
that described above. 



The third appraiser shall
conduct such hearing and investigations as he may deem appropriate and shall,
within thirty (30) days after the date of his appointment, determine the fair
market rent by selecting the fair market rent determined by either the appraiser
selected by Landlord or the appraiser selected by Tenant and such decision shall
be binding upon the parties. The third appraiser shall have no discretion other
than to choose the fair market rent determined by one of the other two
appraisers by the process commonly known as “baseball arbitration”. 



(f)  After the fair market rent has
been determined by the appraiser or appraisers and the appraiser or appraisers shall have
notified the parties, at the request of either party, both parties shall execute and
deliver to each other an amendment of this Lease stating the Base Rent for the First
Renewal Term or the Second Renewal Term, as the case may be. 



(g)  If the Base Rent for
the First Renewal Term has not been agreed to or established prior to the
commencement of First Renewal Term, then Tenant shall pay to Landlord an annual
rent (“Temporary Rent”) which Temporary Rent shall be equal to one
hundred percent (100%) of the Base Rent payable by Tenant for the last year of
the Extension Term. If the Base Rent for the Second Renewal Term has not been
agreed to or established prior to the commencement of Second Renewal Term, then
Tenant shall pay to Landlord an annual rent (“Temporary Rent”) which
Temporary Rent shall be equal to one hundred percent (100%) of the Base Rent
payable by Tenant for the last year of the First Renewal Term. Thereafter, if
the parties shall agree upon a Base Rent, or the Base Rent shall be established
upon the determination of the fair market rent by the appraiser or appraisers,
at a rate at variance with the Temporary Rent (i) if such Base Rent is greater
than the Temporary Rent, Tenant shall promptly pay to Landlord the difference
between the Base Rent determined by agreement or the appraisal process and the
Temporary Rent, or (ii) if such Base Rent is less than the Temporary Rent,
Landlord shall credit to Tenant’s subsequent monthly installments of Base
Rent the difference between the Temporary Rent and the Base Rent determined by
agreement or the appraisal process. 






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(h)  In describing the fair
market rent, the appraiser or appraisers shall be required to take into account
the rentals, escalations and market concessions at which leases are then being
concluded (as of the last day of the Extension Term for the First Renewal Term
and as of the last day of the First Renewal Term for the Second Renewal Term)
(for five (5) year leases without renewal options with the Landlord and Tenant
each acting prudently, with knowledge and for self-interest, and assuming that
neither is under undue duress) for comparable space in the Building and in
comparable office buildings in the County of Prince George. 



(i)  The option granted to
Tenant under this Section may be exercised only by Tenant, its affiliates,
permitted successors and assigns, and not by any subtenant or any successor to
the interest of Tenant by reason of any action under the Bankruptcy Code, or by
any public officer, custodian, receiver, United States Trustee, trustee or
liquidator of Tenant or substantially all of Tenant’s property. Tenant
shall have no right to exercise this option subsequent to the date Landlord
shall have the right to give the notice of termination referred to in Section 19
of the Lease unless Tenant cures the default within the applicable grace period.
Notwithstanding the foregoing, Tenant shall have no right to extend the term if,
at the time it gives notice of its election (i) Tenant shall not be in occupancy
of at least 75% of the Demised Premises or (ii) the Demised Premises or any part
thereof shall be the subject of a sublease. If Tenant shall have elected to
extend the term, such election shall be deemed withdrawn if, at any time after
the giving of notice of such election and prior to the commencement of the
applicable renewal term, Tenant shall sublease substantially all of the Demised
Premises. 



3.17  Right of First Offer. 



a.  Subject to the
provisions of this Section, Tenant shall have the option to lease from Landlord
space in the Building not leased to Tenant (“Additional Space”) at the
expiration of the existing space leases for such Additional Space, subject to
Landlord’s right to renew such leases. If the Term of this Lease shall be
in full force and effect on the expiration or termination date of the existing
space leases for the Additional Space, subject to Landlord’s right to renew
such leases, and the date upon which Tenant shall exercise the option
hereinafter referred to, Tenant shall have the option to lease all, but not less
than all of the Additional Space that is the subject of Landlord’s
Availability Notice (as hereinafter defined) on an as-is basis, provided Tenant
gives Landlord written notice of such election within ten (10) days after Tenant
shall receive Landlord’s notice that such Additional Space is available for
leasing to Tenant (“Landlord’s Availability Notice”). If Tenant
fails or refuses to exercise this option within the time period set forth above
(TIME BEING OF THE ESSENCE), then and in such event Tenant shall have no
further rights under this Section with respect to all or any portion of the
Additional Space not leased to Tenant until such Additional Space shall again
become available for leasing to Tenant. Landlord shall have no obligation to
give Tenant an Availability Notice during the last year of the term of this
Lease, unless Tenant has exercised its option to renew the Lease in accordance
with the provisions set forth above. If Tenant shall elect to lease said
Additional Space: (w) said Additional Space shall be deemed incorporated within
and part of the Demised Premises on the date that Landlord shall notify Tenant
that such Additional Space is ready for occupancy by Tenant and shall expire on
the Lease Expiration Date of this Lease, (x) the Base Rent payable under this
Lease shall be increased by an amount such that during the balance of the term
of this Lease the Base Rent for said Additional Space shall be the then fair
market rent for the Additional Space, as determined in the manner set forth in
clause (ii) below, (y) Tenant’s Expense Increase Share shall be
appropriately adjusted and (z) all other terms and provisions set forth in this
Lease shall apply, except that Landlord not be required to perform any work with
respect to said Additional Space. 



The parties shall promptly
execute an amendment of this Lease confirming Tenant’s election to lease
said Additional Space and the incorporation of said Additional Space into the
Premises. 



b.  Landlord and Tenant
shall use their best efforts, within thirty (30) days after Landlord receives
Tenant’s notice of its election to lease said Additional Space,
(“Negotiation Period”) to agree upon the Base Rent to be paid by
Tenant for said Additional Space. If Landlord and Tenant shall agree upon the
Base Rent, the parties shall promptly execute an amendment to this Lease stating
the Base Rent for the Additional Space. 



If the parties are unable
to agree on the Base Rent for said Additional Space during the Negotiation
Period, then within fifteen (15) days notice from the other party, given after
expiration of the Negotiation Period, each party, at its cost and upon notice to
the other party, shall appoint a person to act as an appraiser hereunder, to
determine the fair market rent for the Additional Space. Each such person shall
be a real estate broker or appraiser with at least ten (10) years’ active
commercial real estate appraisal or brokerage experience (involving the leasing
of similar space as agent for both landlords and tenants) in Prince George
County. If a party does not appoint a person to act as an appraiser within said
fifteen (15) day period, the person appointed by the other party shall be the
sole appraiser and shall determine the aforesaid fair market rent. Each notice
containing the name of a person to act as appraiser shall contain the
person’s address. Before proceeding to establish the fair market rent, the
appraisers shall subscribe and swear to an oath fairly and impartially to
determine such rent. 






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If the two appraisers are
appointed by the parties as stated in the immediately preceding paragraph, they
shall meet promptly and attempt to determine the fair market rent. If they are
unable to agree within forty-five (45) days after the appointment of the second
appraiser, they shall attempt to select a third person meeting the
qualifications stated in the immediately preceding paragraph within fifteen (15)
days after the last day the two appraisers are given to determine the fair
market rent. If they are unable to agree on the third person to act as appraiser
within said fifteen (15) day period, the third person shall be appointed by the
American Arbitration Association, upon the application of Landlord or Tenant to
the office of the Association nearest the Building. The person appointed to act
as appraiser by the Association shall be required to meet the qualifications
stated in the immediately preceding paragraph. Each of the parties shall bear
fifty percent (50%) of the cost of appointing the third person and of paying the
third person’s fees. The third person, however selected, shall be required
to take an oath similar to that described above. 



The third appraiser shall
conduct such hearings and investigations as he may deem appropriate and shall,
within thirty (30) days after the date of his appointment, determine the fair
market rent by selecting the fair market rent determined by either the appraiser
selected by Landlord or the appraiser selected by Tenant and such decision shall
be binding upon the parties. The third appraiser shall have no discretion other
than to choose the fair market rent determined by one of the other two
appraisers by the process commonly known as “baseball arbitration”. 



After the Base Rent for the
Additional Space has been determined by the appraiser or appraisers and the
appraiser or appraisers shall have notified the parties, at the request of
either party, both parties shall execute and deliver to each other an amendment
of this Lease stating the Base Rent for the Additional Space. 



If the Base Rent for said
Additional Space has not been agreed to or established prior to the
incorporation of said Additional Space in the Premises, then Tenant shall pay to
Landlord an annual rent (“Temporary Rent”) which Temporary Rent on a
per square foot basis shall be equal to the Base Rent, on a per square foot
basis, then being paid by Tenant for the Demised Premises. 



Thereafter, if the parties
shall agree upon a Base Rent, or the Base Rent shall be established upon the
determination of the fair market rent by the appraiser or appraisers, at a rate
at variance with the Temporary Rent (i) if such Base Rent is greater than the
Temporary Rent, Tenant shall promptly pay to Landlord the difference between the
Base Rent determined by agreement or the appraisal process and the Temporary
Rent, or (ii) if such Base Rent is less than the Temporary Rent, Landlord shall
credit to Tenant’s subsequent monthly installments of Base Rent the
difference between the Temporary Rent and the Base Rent determined by agreement
or the appraisal process. 



     In
determining the fair market rent for said Additional Space, the appraiser or appraisers
shall be required to take into account the rentals, escalations and market concessions at
which leases are then being concluded for comparable space in the Building and in
comparable buildings in the County of Prince George, Maryland. 



c.  The option granted to
Tenant under this Section may be exercised only by Tenant, its permitted
successors and assigns, and not by any subtenant or any successor to the
interest of Tenant by reason of any action under the Bankruptcy Code, or by any
public officer, custodian, receiver, United States Trustee, trustee or
liquidator of Tenant or substantially all of Tenant’s property. Tenant
shall have no right to exercise any of such options subsequent to the date
Landlord shall have the right to give the notice of termination referred to in
Section 19. Notwithstanding the foregoing, Tenant shall have no right to
exercise the option granted to Tenant hereunder if, at the time it gives notice
of such election (i) Tenant shall not be in occupancy of substantially all of
the Demised Premises or (ii) the Demised Premises or any part thereof shall be
the subject of a sublease. If Tenant shall have elected to exercise its option
hereunder, such election shall be deemed withdrawn if, at any time after the
giving of notice of such election and prior to the occupancy of the Additional
Space, Tenant shall sublease all or any part of the Demised Premises. 



OPTION FOR FIFTH FLOOR
SPACE:



a.  i.  Subject to the provisions of
this Article, Tenant shall have the option to lease from Landlord space located on the
fifth (5th) floor of the Building, other than the space presently leased to Standard
Insurance Company (the “Fifth Floor Space”) consisting of approximately 2,491
gross rentable square feet. Landlord agrees to make the Fifth Floor Space available for
leasing by Tenant at any time during the 2009 calendar year (the “Availability Period”).
If the Term of this Lease shall be in full force and effect during the Availability
Period and the date upon which Tenant shall exercise the option hereinafter referred to,
Tenant shall have the option to lease all, but not less than all of the Fifth Floor Space
on an as-is basis, provided Tenant gives Landlord written notice of such election within
ten (10) days after Tenant shall receive Landlord’s notice that the Fifth Floor
Space is available for leasing to Tenant. If Tenant fails or refuses to exercise this
option within the time period set forth above (time being of the essence), then and in
such event Tenant shall have no further rights under this Section with respect to such
Fifth Floor Space. If Tenant shall elect to lease the Fifth Floor Space: (v) the Fifth
Floor Space shall be deemed incorporated within and part of the Demised Premises on the
date that Landlord shall notify Tenant that the Fifth Floor Space is ready for occupancy
by Tenant and shall expire on the expiration date of this Lease, (x) the Base Rent
payable under this Lease shall be increased by an amount such that during the balance of
the term of this Lease the Base Rent for the Fifth Floor Space shall be the then fair
market rent for the Fifth Floor Space, as determined in the manner set forth in clause
(ii) below, (y) Tenant’s Expense Increase Share shall be appropriately adjusted, and
(z) all other terms and provisions set forth in this Lease shall apply, except that
Landlord not be required to perform any work with respect to the Fifth Floor Space. 







7 















	






The parties shall promptly
execute an amendment of this Lease confirming Tenant’s election to lease
the Fifth Floor Space and the incorporation of the Fifth Floor Space into the
Demised Premises. 



ii.  Landlord and Tenant shall use
their best efforts, within thirty (30) days after Landlord receives Tenant’s notice
of its election to lease the Fifth Floor Space, (“Negotiation Period”) to agree
upon the Base Rent to be paid by Tenant for the Fifth Floor Space. If Landlord and Tenant
shall agree upon the Base Rent, the parties shall promptly execute an amendment to this
Lease stating the Base Rent for the Fifth Floor Space. 



If the parties are unable
to agree on the Base Rent for the Fifth Floor Space during the Negotiation
Period, then within fifteen (15) days notice from the other party, given after
expiration of the Negotiation Period, each party, at its cost and upon notice to
the other party, shall appoint a person to act as an appraiser hereunder, to
determine the fair market rent for the Fifth Floor Space. Each such person shall
be a real estate broker or appraiser with at least ten (10) years’ active
commercial real estate appraisal or brokerage experience (involving the leasing
of similar space as agent for both landlords and tenants) in Prince George
County. If a party does not appoint a person to act as an appraiser within said
fifteen (15) day period, the person appointed by the other party shall be the
sole appraiser and shall determine the aforesaid fair market rent. Each notice
containing the name of a person to act as appraiser shall contain the
person’s address. Before proceeding to establish the fair market rent, the
appraisers shall subscribe and swear to an oath fairly and impartially to
determine such rent. 



If the two appraisers are
appointed by the parties as stated in the immediately preceding paragraph, they
shall meet promptly and attempt to determine the fair market rent. If they are
unable to agree within forty-five (45) days after the appointment of the second
appraiser, they shall attempt to select a third person meeting the
qualifications stated in the immediately preceding paragraph within fifteen (15)
days after the last day the two appraisers are given to determine the fair
market rent. If they are unable to agree on the third person to act as appraiser
within said fifteen (15) day period, the third person shall be appointed by the
American Arbitration Association, upon the application of Landlord or Tenant to
the office of the Association nearest the Building. The person appointed to act
as appraiser by the Association shall be required to meet the qualifications
stated in the immediately preceding paragraph. Each of the parties shall bear
fifty percent (50%) of the cost of appointing the third person and of paying the
third person’s fees. The third person, however selected, shall be required
to take an oath similar to that described above. 



The third appraiser shall
conduct such hearings and investigations as he may deem appropriate and shall,
within thirty (30) days after the date of his appointment, determine the fair
market rent by selecting the fair market rent determined by either the appraiser
selected by Landlord or the appraiser selected by Tenant and such decision shall
be binding upon the parties. The third appraiser shall have no discretion other
than to choose the fair market rent determined by one of the other two
appraisers by the process commonly known as “baseball arbitration”. 



After the Base Rent for the
Fifth Floor Space has been determined by the appraiser or appraisers and the
appraiser or appraisers shall have notified the parties, at the request of
either party, both parties shall execute and deliver to each other an amendment
of this Lease stating the Base Rent for the Fifth Floor Space. 



If the Base Rent for Fifth
Floor Space has not been agreed to or established prior to the incorporation of
Fifth Floor Space in the Demised Premises, then Tenant shall pay to Landlord an
annual rent (“Temporary Rent”) which Temporary Rent on a per square
foot basis shall be equal to the Base Rent, on a per square foot basis, then
being paid by Tenant for the Demised Premises. 



Thereafter, if the parties
shall agree upon a Base Rent, or the Base Rent shall be established upon the
determination of the fair market rent by the appraiser or appraisers, at a rate
at variance with the Temporary Rent (i) if such Fixed Base Rent is greater than
the Temporary Rent, Tenant shall promptly pay to Landlord the difference between
the Base Rent determined by agreement or the appraisal process and the Temporary
Rent, or (ii) if such Base Rent is less than the Temporary Rent, Landlord shall
credit to Tenant’s subsequent monthly installments of Base Rent the
difference between the Temporary Rent and the Base Rent determined by agreement
or the appraisal process. 



In determining the fair market rent
for said Additional Space, the appraiser or appraisers shall be required to take into
account the rentals at which leases are then being concluded for comparable space in the
Building and in comparable buildings in the County of Prince George, Maryland. 






8

















	





b.  Landlord agrees not to extend the
term of the lease agreement between Landlord and Standard Insurance Company (the “Standard
Insurance Lease”) beyond June 30, 2009. Landlord further agrees not to terminate the
Standard Insurance Lease prior to its natural expiration date; provided, however, if the
tenant is in default under the Standard Insurance Lease or is otherwise in such a
weakened financial condition that Landlord reasonably believes that it is necessary to
enter into an early termination of the Standard Insurance Lease to minimize Landlord’s
risk of a tenant default or tenant bankruptcy or insolvency proceeding, then Landlord may
terminate the Standard Insurance Lease prior to its natural expiration date. With the
operation of this Section 3.18(b) in conjunction with the Right of First Offer granted to
Tenant under the Lease, as amended, it is the intent of Landlord to afford Tenant certain
enhanced rights with respect to the premises currently occupied by Standard Insurance
Company under the Standard Insurance Lease, constituting approximately 4,142 gross
rentable square feet. 



c.  The option granted to
Tenant under this Section may be exercised only by Tenant, its permitted
successors and assigns, and not by any subtenant or any successor to the
interest of Tenant by reason of any action under the Bankruptcy Code, or by any
public officer, custodian, receiver, United States Trustee, trustee or
liquidator of Tenant or substantially all of Tenant’s property. Tenant
shall have no right to exercise any of such options subsequent to the date
Landlord shall have the right to give the notice of termination referred to in
Section 19. Notwithstanding the foregoing, Tenant shall have no right to
exercise the option granted to Tenant hereunder if, at the time it gives notice
of such election (i) Tenant shall not be in occupancy of at least 75% of the
Demised Premises or (ii) the Demised Premises or any part thereof shall be the
subject of a sublease. If Tenant shall have elected to exercise its option
hereunder, such election shall be deemed withdrawn if, at any time after the
giving of notice of such election and prior to the occupancy of the Additional
Space, Tenant shall sublease all or any part of the Demised Premises. 



3.19  Landlord hereby agrees
that Tenant shall have its proportionate share of covered parking spaces as they
become available to Landlord, such proportionate share to be determined by
dividing the gross rentable area of the Demised Premises by the gross rentable
area of the Building. 



3.20  Section 21 of the
Lease is hereby amended by deleting the last sentence therein and substituting
the following in place thereof: “Provided that Tenant is occupying at least
50,000 gross rentable square feet in the Building, Landlord shall obtain a
non-disturbance agreement from future mortgagees of the Building (on such
mortgagee’s standard reasonable form) for Tenant’s benefit. All
reasonable fees and expenses charged by such mortgagee in connection with the
non-disturbance agreement shall be borne by Tenant. 



3.21 Without limiting any other
provision of this Lease, Tenant shall have the non-exclusive right to install one (1)
satellite dish or microwave transreceiver or antenna and related equipment and
supplemental HVAC equipment (collectively, the “Equipment”) on the roof of the
Building (including necessary connection to the Demised Premises) for use by Tenant,
provided the manner of installation shall be subject to Landlord’s prior consent,
which consent shall not be unreasonably withheld, conditioned or delayed. Any such
facilities shall be installed in accordance with all applicable laws and building codes.
Landlord shall reasonably assist Tenant in obtaining such approvals, provided that
Landlord shall not be required to expend any monies to retain outside counsel to review
documents, render advice or take other action in connection therewith. Tenant shall
remove such facilities at the expiration or earlier termination of the Lease; provided
Tenant shall repair any damage to the roof to the extent caused by such removal. Prior to
making any installations on the roof of the Building, Tenant shall use a roofing
contractor for all work to be performed by Tenant on the roof of the Building approved by
Landlord, which approval shall not be unreasonably withheld. 



Tenant shall furnish
detailed plans and specifications for the Equipment (or any modifications
thereof) to Landlord for its approval. The parties agree that Tenant’s use
of the rooftop of the Building is a non-exclusive use. Tenant shall use its
reasonable efforts to insure that its use of the rooftop does not impair any
other person’s data transmission and reception, as of the date of this
Sixth Amendment, via its respective antenna and support equipment. If
Tenant’s construction, installation, maintenance, repair, operation or use
of the Equipment shall interfere with the rights of other tenants in the
Building, as of the date of this Sixth Amendment, Tenant shall cooperate with
Landlord or such other tenants in eliminating such interference; provided,
however, the cost of remedying interference with any other tenant’s use, as
of the date of this Sixth Amendment, shall be borne by Tenant. Tenant shall
secure and keep in full force and effect, from and after the time Tenant begins
construction and installation of the Equipment, such supplementary insurance
with respect to the Equipment as Tenant may reasonably determine. 



In connection with the
installation, maintenance and operation of the Equipment, Tenant, at
Tenant’s sole cost and expense, shall comply with all legal requirements
and shall procure, maintain and pay for all permits required therefor, and
Landlord makes no warranties whatsoever as to the permissibility of any such
equipment under applicable legal requirements or the suitability of the roof of
the Building for the installation thereof. If Landlord’s structural
engineer deems it advisable that there be structural reinforcement of the roof
in connection with the installation of the Equipment, Landlord shall perform
same at Tenant’s cost and expense and Tenant shall not perform any such
installation prior to the completion of any such structural reinforcement. The
installation of the Equipment shall be subject to the provisions of Section 9
applicable to alterations and installations. For the purpose of installing,
servicing or repairing the Equipment, Tenant shall have access to the rooftop of
the Building during business hours, upon reasonable notice to Landlord, and
Landlord shall have the right to require, as a condition to such access, that
Tenant (or its employee, contractor or other representative) at all times be
accompanied by a representative or Landlord, who Landlord agrees to make
available upon reasonable notice (except that such accompaniment shall be
required in the case of an emergency only if practicable). To the extend not
caused by Landlord, other tenants or their contractors, Tenant shall pay for all
electrical service required for Tenant’s use of the Equipment, in
accordance with the provision set forth in Section 15 hereof. 






9
















	





Tenant, at its sole cost
and expense, shall promptly repair any and all damage to the rooftop or to any
other part of the Building to the extent caused by the installation, maintenance
and repair, operation or removal of the Equipment. Tenant shall be responsible
for all costs and expense for repairs of the roof to the extent resulting from
Tenant’s use of the roof for the construction, installation, maintenance,
repair, operation and use of the Equipment. All installations made by Tenant on
the rooftop or in any other part of the Building pursuant to the provisions of
this Section shall be at the sole risk of Tenant, and neither Landlord, nor any
agent or employee of Landlord, shall be responsible or liable for any injury or
damage to, or arising out of, the Equipment, except to the extent caused by or
due to the negligence or willful acts of Landlord or its agents or employees.
Tenant’s indemnity under Section 13 shall apply with respect to the
installation, maintenance, operations, presence or removal of the Equipment by
Tenant. 



Upon the expiration of the
Term, the Equipment shall be removed by Tenant at its sole cost and expense, and
Tenant shall repair any damage to the rooftop or any other portions of the
Building to substantially their condition immediately prior to Tenant’s
installation of the Equipment (ordinary wear and tear excepted). 



Notwithstanding anything to
the contrary contained in this Section, Landlord shall have the right, at
Landlord’s expense, on not less than thirty (30) days’ prior notice,
to relocate the Equipment to another location on the roof of the Building, such
expense to include, without limitation, the removal of the existing Equipment,
the purchasing of labor, materials and equipment necessary for the relocation
thereof and the reinstallation of the Equipment at such other location as
reasonably designated by Landlord on the roof of the Building, and Tenant shall
cooperate in all reasonable respects with Landlord in any such relocation;
provided, however, that such relocation does not interfere with the performance,
function, operation or maintenance of the Equipment. If such relocation is done
pursuant to any legal requirement, the cost thereof shall be borne by Tenant
(unless such legal requirement relates to, or results from, other actions taken,
or permitted to be taken, by Landlord, in which event Landlord shall bear all of
the costs and expenses of such relocation). 



The rights granted in this
Section are given in connection with, and as part of the rights created under
this Lease and are not separately transferable or assignable. 



If the installation of the
Equipment or act or omission relating thereto should revoke, negate or in any
manner impair or limit any roof warranty or guaranty obtained by Landlord, then
Tenant shall reimburse Landlord for any loss or damage sustained or costs or
expenses incurred by Landlord as a result of such impairment or limitation. 



3.22  Provided that Tenant
is occupying a minimum of 51,430 square feet in the Building, Landlord shall not
place any additional signage on the exterior of the Building of any other entity
throughout the Term and renewals or extensions thereof. 






10 
















	







3.23  Tenant hereby
represents to Landlord that except as noticed to Landlord or its agents (i)
there exists no default under the Lease either by Landlord or Tenant; (ii)
Tenant is entitled to no credit, free rent or other offset or abatement of the
rents due under the Lease; and (iii) there exists no offset, defense or
counterclaim to Tenant’s obligation under the Lease. 



3.24  Except as expressly
amended herein, the Lease dated September 25, 1992, as amended herein, shall
remain in full force and effect as if the same had been set forth in full
herein, and Landlord and Tenant hereby ratify and confirm all of the terms and
conditions thereof. 



3.25 This agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective legal
representatives, successors and permitted assigns. 



3.26 Each party agrees that
it will not raise or assert as a defense to any obligation under the Lease or
this Agreement or make any claim that the Lease or this Agreement is invalid or
unenforceable due to any failure of this document to comply with ministerial
requirements including, but not limited to, requirements for corporate seals,
attestations, witnesses, notarizations, or other similar requirements, and each
party hereby waives the right to assert any such defense or make any claim of
invalidity or unenforceability due to any of the foregoing. 



IN WITNESS WHEREOF,
Landlord and Tenant have hereunto set their hands and seals the date and year
first above written, and acknowledge one to the other that they possess the
requisite authority to enter into this transaction and to sign this Agreement. 










		
	LANDLORD:	 	TENANT:	 
	  
	MACK-CALI REALTY, L.P.	 	GROUP 1 SOFTWARE, INC.	 
	  
	By: Mack-Cali Realty Corporation,	 	  	 
	       its general manager	 	 	 







		
	By:  /s/
     ———————————————	 	By: /s/
     ———————————————	 
	Michael K. Nevins	 	Name:	 
	Vice President of Leasing	 	Title:	 









	


11
















	






Exhibit B
– Page 4



EXHIBIT B



LANDLORD’S WORK - FIRST FLOOR
EXPANSION PREMISES 



RE: Workletter Agreement for office
space on the first (1st) floor at 4200 Parliament Place, Lanham, Maryland. 










	 	
February     , 2001






	


GROUP 1 SOFTWARE, INC., TENANT 



You (“Tenant”)
and we (“Landlord”) are executing simultaneously with this Workletter
Agreement a Sixth Amendment to Lease (“Amendment”), covering the space
referred to above, as more particularly described in the Amendment (“First
Floor Expansion Premises”). 



To induce Tenant to enter
into the Amendment (which is hereby incorporated by reference) and in
consideration of the covenants hereinafter contained, Landlord and Tenant
mutually agree as follows: 



Landlord shall have its
architect prepare the following architectural and mechanical drawings and
specifications based upon the sketch layout to be supplied to Landlord by
Tenant. 



Architectural drawings and
specifications for Tenant’s partition layout, reflected ceiling, placement
of electrical outlets and other installations for the work to be done by
Landlord. 



Mechanical plans and
specifications where necessary for installation of air conditioning systems,
ductwork and heating. 



All such plans and
specifications are expressly subject to Landlord’s written approval, which
Landlord covenants it will not unreasonably withhold. 



Landlord agrees to cause
the partition plan, electrical plan and the reflected ceiling plan to be
delivered to Tenant on or before the fifteenth (15th) day after submission of
Tenant?s final approved sketch layout. Tenant agrees to approve said plans by
initialing and returning same to Landlord within five (5) business days of
receipt of each plan. Upon approval of the plans initialed by Tenant, Landlord
shall file said plans with the appropriate governmental agencies. 



Landlord agrees, at its
expense and without charge to Tenant (unless otherwise provided), to do the work
in the First Floor Expansion Premises on the plans to be submitted by Tenant
which shall hereinafter be referred to as “The First Floor Work”. The
provisions of Section 9 of the Lease shall apply to any alterations made to the
First Floor Expansion Premises after the initial work to be performed herein. 



Landlord shall estimate the
cost of The First Floor Work based upon the plans and specifications to be
submitted to Landlord by Tenant. Against such estimated cost, Landlord shall
credit Landlord’s First Floor Expansion Allowance, as indicated herein, and
the remaining balance, if any, shall be paid by Tenant prior to occupancy. 



All low partitioning,
workstation modules, bankscreen partitions and prefabricated partition systems
shall be furnished and installed by Tenant. 



The installation of
telephone and computer (data) outlets and cabling, the items described in
Paragraph 1 above and permits and approvals fees may be part of The First Floor
Work to be applied against Landlord’s First Floor Expansion Allowance. Upon
expiration or sooner termination of the Lease, Tenant shall remove all telephone
and data equipment and wiring from the First Floor Expansion Premises and the
Building risers prior to vacation of same. Tenant may also use Landlord’s
First Floor Expansion Allowance to defray the cost of a back-up generator and
its installation. Tenant’s installation of the generator shall comply with
the provisions of Section 9 of the Lease. 



Changes in The First Floor
Work, if necessary or requested by the Tenant, shall be accomplished after
submission of Tenant’s final approved sketch layout, and without
invalidating any part of the Lease or Workletter Agreement, by written agreement
between Landlord and Tenant hereinafter referred to as a Change Order. Each
Change Order shall be prepared by Landlord and signed by both Tenant and
Landlord stating their agreement upon all of the following: 



The scope of the change in The First
Floor Work; and 



The cost of the change; and 



Manner in which the cost
will be paid or credited. 






Exhibit B - Page 1 
















	





Each and every Change Order
shall be signed by Landlord’s and Tenant’s respective construction
representatives. In no event shall any Change Order(s) be permitted without such
authorizations. A 10% supervision plus 10% overhead charge will be added to the
cost of any Change Order. If Tenant shall fail to approve any such Change Order
within one (1) week, the same shall be deemed disapproved in all respects by
Tenant and Landlord shall not be authorized to proceed thereon. Any increase in
the cost of The First Floor Work or the change in The First Floor Work stated in
a Change Order which results from Tenant’s failure to timely approve and
return said Change Order shall be paid by the Tenant. Tenant agrees to pay to
Landlord the cost of any Change Order promptly upon receipt of an invoice for
same. 



If Tenant elects to use the
architect suggested by Landlord, this architect becomes the Tenant’s agent
solely with respect to the plans, specifications and The First Floor Work. If
any change is made prior to completion of schematic drawings and final
construction documents which result in a Change Order and additional costs, such
costs shall be the responsibility of the Tenant. Similarly, any cost savings
resulting from such Change Order(s) shall be credited to Landlord’s First
Floor Expansion Allowance. 



Prior to Tenant’s
occupancy of the First Floor Expansion Premises, Tenant shall identify and list
any portion of The First Floor Work which does not conform to this Workletter
Agreement (“Punch List”). The Landlord shall review with the Tenant
all of the items so listed and correct or complete any portion of The First
Floor Work which fails to conform to the requirements of this Workletter
Agreement. 



The terms contained in the
Amendment (which include all exhibits attached thereto) constitute
Landlord’s agreement with Tenant with respect to the work to be performed
by Landlord on Tenant’s behalf. If the architectural drawings are in
conflict with the terms of the Lease, then the Lease shall be deemed the
controlling document. 



All materials and
installations constructed for the Tenant within the First Floor Expansion
Premises shall become the property of the Landlord upon installation. No refund,
credit or removal of said items is to be permitted at the termination of the
Lease. Items installed that are not integrated in any such way with other common
building materials do not fall under this provision (e.g. shelving, furniture,
etc.). 



It is agreed that
notwithstanding the date provided in the Amendment for the First Floor Expansion
Premises Effective Date, the term applicable to the First Floor Expansion
Premises shall not commence until Landlord has “substantially
completed” all work to be performed by Landlord as hereinbefore set forth
in Paragraph 3 above and as set forth in the Amendment; provided, however, that
if Landlord shall be delayed in substantially completing said work as a result
of: 


 


Tenant’s failure to approve the
plans and specifications in accordance with Paragraph 2 hereof; or 



Tenant’s failure to furnish
interior finish specifications, i.e., paint colors, carpet selection, etc., to Landlord
by the fifth (5th) working day after Landlord has approved the plans and specifications
submitted by Tenant referred to in Paragraph 2 hereof; or 



Tenant’s request for customized
(i.e. not generally commercially available) materials, finishes or installations other
than Landlord’s Building Standard; or 



Tenant’s
changes in The First Floor Work; or



The performance of a
person, firm, partnership or corporation employed by Tenant and the completion
of the said work by said person, firm, partnership or corporation; 







Exhibit B - Page 2 
















	






then the First Floor
Effective Date of the term of said Amendment shall be accelerated by the number
of days of such delay and Tenant’s obligation to pay Base Rent and
Additional Rent shall commence as of such earlier date. 



Landlord shall permit
Tenant and its agents to enter the First Floor Expansion Premises prior to the
First Floor Effective Date in order that Tenant may perform through its own
union contractors such other work and decorations as Tenant may desire at the
same time Landlord’s contractors are working in the First Floor Expansion
Premises. The foregoing license to enter prior to the First Floor Effective
Date, however, is conditioned upon: 



Tenant’s workmen and
mechanics working in harmony and not interfering with the labor employed by
Landlord, Landlord’s mechanics or contractors or by any other Tenant or its
mechanics or contractors; and 



Tenant providing Landlord
with evidence of Tenant’s contractors and subcontractors carrying such
worker’s compensation, general liability, personal and property insurance
as required by law and in amounts no less than the amounts set forth in
Section 12 of the Lease. If at any time such entry shall cause disharmony
or interference therewith, this license may be withdrawn by Landlord upon
forty-eight (48) hours written notice to Tenant. Such entry shall be deemed
controlled by all of the terms, covenants, provisions and conditions of said
Lease, except as to the covenant to pay Base Rent and Additional Rent. Landlord
shall not be liable in any way for any injury, loss or damage which may occur to
any of Tenant’s decorations or installations so made prior to the First
Floor Effective Date, the same being solely at Tenant’s risk. 



No part of the First Floor
Expansion Premises shall be deemed unavailable for occupancy by the Tenant, or
shall any work which the Landlord is obligated to perform in such part of the
First Floor Expansion Premises be deemed incomplete for the purpose of any
adjustment of Base Rent payable hereunder, solely due to the non-completion of
details of construction, decoration or mechanical adjustments which are minor in
character and the non-completion of which does not materially interfere with the
Tenant’s use of all of the First Floor Expansion Premises. 



Tenant is responsible for
all costs related to the repairs and maintenance of any additional or
supplemental HVAC systems, appliances and equipment installed to meet
Tenant’s specific requirements. Tenant shall purchase a service contract
for this equipment so that the equipment is covered by such service contract
each year of the term of the Lease. 



If construction is to occur
in a space occupied by Tenant’s employees, Tenant shall be liable for all
costs associated with a delay if Tenant shall fail to comply with a submitted
construction schedule to relocate personnel, furniture, or equipment. These
costs shall include, but not be limited to the following: 



cost of construction workers time
wasted; and 



cost of any overtime work necessary
to meet schedule deadlines; and 



any other costs associated with
delays in final completion. 



With respect to the
construction work being conducted in or about the First Floor Expansion
Premises, each party agrees to be bound by the approval and actions of their
respective construction representatives. Unless changed by written notification,
the parties hereby designate the following individuals as their respective
construction representatives: 










		
	FOR LANDLORD:	 	FOR TENANT:	 
	c/o Mack-Cali Realty Corporation	 	Chief Financial Officer	 
	11 Commerce Drive	 	Group 1 Software	 
	Cranford, New Jersey 07016	 	4200 Parliament Place	 
		 	Lanham, Maryland 20706-4844	 
		 	(301) 918-0430 (facsimile)	 





	


If the foregoing correctly
sets forth our understanding, kindly sign this letter agreement where indicated. 










		
	LANDLORD:	 	TENANT:	 
	  
	MACK-CALI REALTY, L.P.	 	GROUP 1 SOFTWARE, INC.	 
	  
	By: Mack-Cali Realty Corporation,	 	  	 
	       its general manager	 	 	 








		
	By:  
      ——————————	 	By:
      ——————————	 
	Michael K. Nevins	 	Name:	 
	Vice President of Leasing	 	Title:	 




	






Exhibit B - Page 3 















	





EXHIBIT B-1 



     LANDLORD’S WORK -
SECOND FLOOR EXPANSION PREMISES



RE: Workletter Agreement for office
space on the second (2nd) floor at 4200 Parliament Place, Lanham, Maryland. 


         February           , 2001



GROUP 1 SOFTWARE, INC., TENANT 



You (“Tenant”)
and we (“Landlord”) are executing simultaneously with this Workletter
Agreement a Sixth Amendment to Lease (“Amendment”), covering the space
referred to above, as more particularly described in the Amendment (“Second
Floor Expansion Premises”). 



To induce Tenant to enter
into the Amendment (which is hereby incorporated by reference) and in
consideration of the covenants hereinafter contained, Landlord and Tenant
mutually agree as follows: 



Landlord shall have its
architect prepare the following architectural and mechanical drawings and
specifications based upon the sketch layout to be supplied to Landlord by
Tenant. 



Architectural drawings and
specifications for Tenant’s partition layout, reflected ceiling, placement
of electrical outlets and other installations for the work to be done by
Landlord. 



Mechanical plans and
specifications where necessary for installation of air conditioning systems,
ductwork and heating. 



All such plans and
specifications are expressly subject to Landlord’s written approval, which
Landlord covenants it will not unreasonably withhold. 



Landlord agrees to cause
the partition plan, electrical plan and the reflected ceiling plan to be
delivered to Tenant on or before the fifteenth (15th) day after submission of
Tenant?s final approved sketch layout. Tenant agrees to approve said plans by
initialing and returning same to Landlord within five (5) business days of
receipt of each plan. Upon approval of the plans initialed by Tenant, Landlord
shall file said plans with the appropriate governmental agencies. 



Landlord agrees, at its
expense and without charge to Tenant (unless otherwise provided), to do the work
in the Second Floor Expansion Premises on the plans to be submitted by Tenant
which shall hereinafter be referred to as “The Second Floor Work”. The
provisions of Section 9 of the Lease shall apply to any alterations made to the
Second Floor Expansion Premises after the initial work to be performed herein. 



Landlord shall estimate the
cost of The Second Floor Work based upon the plans and specifications to be
submitted to Landlord by Tenant. Against such estimated cost, Landlord shall
credit Landlord’s Second Floor Expansion Allowance, as indicated herein,
and the remaining balance, if any, shall be paid by Tenant prior to occupancy. 



All low partitioning,
workstation modules, bankscreen partitions and prefabricated partition systems
shall be furnished and installed by Tenant. 



The installation of
telephone and computer (data) outlets and cabling, the items described in
Paragraph 1 above and permits and approvals fees may be part of The Second Floor
Work to be applied against Landlord’s Second Floor Expansion Allowance.
Upon expiration or sooner termination of the Lease, Tenant shall remove all
telephone and data equipment and wiring from the Second Floor Expansion Premises
and the Building risers prior to vacation of same. Tenant may also use
Landlord’s Second Floor Expansion Allowance to defray the cost of a back-up
generator and its installation. Tenant’s installation of the generator
shall comply with the provisions of Section 9 of the Lease. 



Changes in The Second Floor
Work, if necessary or requested by the Tenant, shall be accomplished after
submission of Tenant’s final approved sketch layout, and without
invalidating any part of the Lease or Workletter Agreement, by written agreement
between Landlord and Tenant hereinafter referred to as a Change Order. Each
Change Order shall be prepared by Landlord and signed by both Tenant and
Landlord stating their agreement upon all of the following: 



The scope of the change in The
Second Floor Work; and 



The cost of the change; and 



Manner in which the cost
will be paid or credited. 







Exhibit B-1 - Page 1 

















	






Each and every Change Order
shall be signed by Landlord’s and Tenant’s respective construction
representatives. In no event shall any Change Order(s) be permitted without such
authorizations. A 10% supervision plus 10% overhead charge will be added to the
cost of any Change Order. If Tenant shall fail to approve any such Change Order
within one (1) week, the same shall be deemed disapproved in all respects by
Tenant and Landlord shall not be authorized to proceed thereon. Any increase in
the cost of The Second Floor Work or the change in The Second Floor Work stated
in a Change Order which results from Tenant’s failure to timely approve and
return said Change Order shall be paid by the Tenant. Tenant agrees to pay to
Landlord the cost of any Change Order promptly upon receipt of an invoice for
same. 



If Tenant elects to use the
architect suggested by Landlord, this architect becomes the Tenant’s agent
solely with respect to the plans, specifications and The Second Floor Work. If
any change is made prior to completion of schematic drawings and final
construction documents which result in a Change Order and additional costs, such
costs shall be the responsibility of the Tenant. Similarly, any cost savings
resulting from such Change Order(s) shall be credited to Landlord’s Second
Floor Expansion Allowance. 



Prior to Tenant’s
occupancy of the Second Floor Expansion Premises, Tenant shall identify and list
any portion of The Second Floor Work which does not conform to this Workletter
Agreement (“Punch List”). The Landlord shall review with the Tenant
all of the items so listed and correct or complete any portion of The Second
Floor Work which fails to conform to the requirements of this Workletter
Agreement. 



The terms contained in the
Amendment (which include all exhibits attached thereto) constitute
Landlord’s agreement with Tenant with respect to the work to be performed
by Landlord on Tenant’s behalf. If the architectural drawings are in
conflict with the terms of the Lease, then the Lease shall be deemed the
controlling document. 



All materials and
installations constructed for the Tenant within the Second Floor Expansion
Premises shall become the property of the Landlord upon installation. No refund,
credit or removal of said items is to be permitted at the termination of the
Lease. Items installed that are not integrated in any such way with other common
building materials do not fall under this provision (e.g. shelving, furniture,
etc.). 



It is agreed that
notwithstanding the date provided in the Amendment for the Second Floor
Expansion Premises Effective Date, the term applicable to the Second Floor
Expansion Premises shall not commence until Landlord has “substantially
completed” all work to be performed by Landlord as hereinbefore set forth
in Paragraph 3 above and as set forth in the Amendment; provided, however, that
if Landlord shall be delayed in substantially completing said work as a result
of: 



failure to approve the plans and
specifications in accordance with Paragraph 2 hereof; or 



b.   Tenant’s failure to furnish
interior finish specifications, i.e., paint colors, carpet selection, etc., to Landlord
by the fifth (5th) working day after Landlord has approved the plans and specifications
submitted by Tenant referred to in Paragraph 2 hereof; or 



c.   Tenant’s request for
customized (i.e. not generally commercially available) materials, finishes or
installations other than Landlord’s Building Standard; or 



d.   Tenant’s changes in The
Second Floor Work; or 



e.   The performance of a person,
firm, partnership or corporation employed by Tenant and the completion of the said work
by said person, firm, partnership or corporation; 



then the Second Floor
Expansion Premises Effective Date of the term of said Amendment shall be
accelerated by the number of days of such delay and Tenant’s obligation to
pay Base Rent and Additional Rent shall commence as of such earlier date. 



Landlord shall permit
Tenant and its agents to enter the Second Floor Expansion Premises prior to the
Second Floor Expansion Premises Effective Date in order that Tenant may perform
through its own union contractors such other work and decorations as Tenant may
desire at the same time Landlord’s contractors are working in the Second
Floor Expansion Premises. The foregoing license to enter prior to the Second
Floor Expansion Premises Effective Date, however, is conditioned upon: 



a.   Tenant’s workmen and
mechanics working in harmony and not interfering with the labor employed by Landlord,
Landlord’s mechanics or contractors or by any other Tenant or its mechanics or
contractors; and 







Exhibit B-1 - Page 2 

















	





Tenant providing Landlord
with evidence of Tenant’s contractors and subcontractors carrying such
worker’s compensation, general liability, personal and property insurance
as required by law and in amounts no less than the amounts set forth in
Section 12 of the Lease. If at any time such entry shall cause disharmony
or interference therewith, this license may be withdrawn by Landlord upon
forty-eight (48) hours written notice to Tenant. Such entry shall be deemed
controlled by all of the terms, covenants, provisions and conditions of said
Lease, except as to the covenant to pay Base Rent and Additional Rent. Landlord
shall not be liable in any way for any injury, loss or damage which may occur to
any of Tenant’s decorations or installations so made prior to the Second
Floor Expansion Premises Effective Date, the same being solely at Tenant’s
risk. 



No part of the Second Floor
Expansion Premises shall be deemed unavailable for occupancy by the Tenant, or
shall any work which the Landlord is obligated to perform in such part of the
Second Floor Expansion Premises be deemed incomplete for the purpose of any
adjustment of Base Rent payable hereunder, solely due to the non-completion of
details of construction, decoration or mechanical adjustments which are minor in
character and the non-completion of which does not materially interfere with the
Tenant’s use of all of the Second Floor Expansion Premises. 



Tenant is responsible for
all costs related to the repairs and maintenance of any additional or
supplemental HVAC systems, appliances and equipment installed to meet
Tenant’s specific requirements. Tenant shall purchase a service contract
for this equipment so that the equipment is covered by such service contract
each year of the term of the Lease. 



If construction is to occur
in a space occupied by Tenant’s employees, Tenant shall be liable for all
costs associated with a delay if Tenant shall fail to comply with a submitted
construction schedule to relocate personnel, furniture, or equipment. These
costs shall include, but not be limited to the following: 



a.   cost of construction workers time
wasted; and 



b.   cost of any overtime work
necessary to meet schedule deadlines; and 



c.   any other costs associated with
delays in final completion. 



With respect to the
construction work being conducted in or about the Second Floor Expansion
Premises, each party agrees to be bound by the approval and actions of their
respective construction representatives. Unless changed by written notification,
the parties hereby designate the following individuals as their respective
construction representatives: 










		
	FOR LANDLORD:	 	FOR TENANT:	 
	c/o Mack-Cali Realty Corporation	 	Chief Financial Officer	 
	11 Commerce Drive	 	Group 1 Software	 
	Cranford, New Jersey 07016	 	4200 Parliament Place	 
		 	Lanham, Maryland 20706-4844	 
		 	(301) 918-0430 (facsimile)	 





	


If the foregoing correctly
sets forth our understanding, kindly sign this letter agreement where indicated. 









		
	LANDLORD:	 	TENANT:	 
	  
	MACK-CALI REALTY, L.P.	 	GROUP 1 SOFTWARE, INC.	 
	  
	By: Mack-Cali Realty Corporation,	 	  	 
	       its general manager	 	 	 








		
	By:  
      ——————————	 	By:
      ——————————	 
	Michael K. Nevins	 	Name:	 
	Vice President of Leasing	 	Title:	 








	



Exhibit B-1 - Page 3 















	






EXHIBIT C



LANDLORD’S
WORK – EXISTING PREMISES










	RE: 		Workletter
Agreement for office space on the second (2nd) floor at 4200 Parliament Place, Lanham,
Maryland.
, 2001  








	


GROUP 1 SOFTWARE, INC., TENANT 



You (“Tenant”) and
we (“Landlord”) are executing simultaneously with this Workletter
Agreement a Sixth Amendment to Lease (“Amendment”), covering the space
referred to above, as more particularly described in the Amendment
(“Premises”). 



To induce Tenant to enter
into the Amendment (which is hereby incorporated by reference) and in
consideration of the covenants hereinafter contained, Landlord and Tenant
mutually agree as follows: 



Landlord shall have its
architect prepare the following architectural and mechanical drawings and
specifications based upon the sketch layout to be supplied to Landlord by
Tenant. 


 


a.   Architectural drawings and
specifications for Tenant’s partition layout, reflected ceiling, placement of
electrical outlets and other installations for the work to be done by Landlord. 



b.   Mechanical plans and
specifications where necessary for installation of air conditioning systems, ductwork and
heating. 



All such plans and
specifications are expressly subject to Landlord’s written approval, which
Landlord covenants it will not unreasonably withhold. 



Tenant agrees to approve
said plans by initialing and returning same to Landlord within five (5) business
days of receipt of each plan. Upon approval of the plans initialed by Tenant,
Landlord shall file said plans with the appropriate governmental agencies. 



Landlord agrees, at its
expense and without charge to Tenant (unless otherwise provided), to do the work
in the Existing Premises on the plans to be submitted by Tenant and described on
the Description of Materials schedule attached hereto, which shall hereinafter
be referred to as “The Existing Premises Work”. The provisions of
Section 9 of the Lease shall apply to any alterations made to the Existing
Premises after the initial work to be performed herein. 



Landlord shall estimate the
cost of The Existing Premises Work based upon the plans and specifications to be
submitted to Landlord by Tenant. Against such estimated cost, Landlord shall
credit Landlord’s Existing Premises Allowance and the remaining balance, if
any, shall be paid by Tenant prior to occupancy. 



All low partitioning,
workstation modules, bank screen partitions and prefabricated partition systems
shall be furnished and installed by Tenant. 



The installation of
telephone and computer (data) outlets and cabling, the items described in
Paragraph 1 above and permits and approvals fees may be part of The Existing
Premises Work to be applied against Landlord’s Existing Premises Allowance.
Upon expiration or sooner termination of the Lease, Tenant shall remove all
telephone and data equipment and wiring from the Existing Premises and the
Building risers prior to vacation of same. Tenant may also use Landlord’s
Existing Premises Allowance to defray the cost of a back-up generator and its
installation. Tenant’s installation of the generator shall comply with the
provisions of Section 9 of the Lease. 



Changes in The Existing
Premises Work, if necessary or requested by the Tenant, shall be accomplished
after submission of Tenant’s final approved sketch layout, and without
invalidating any part of the Lease or Workletter Agreement, by written agreement
between Landlord and Tenant hereinafter referred to as a Change Order. Each
Change Order shall be prepared by Landlord and signed by both Tenant and
Landlord stating their agreement upon all of the following: 



a.   The scope of the change in The
Existing Premises Work; and 



b.   The cost of the change; and 



c.   Manner in which the cost will be
paid or credited. 
















	






Each and every Change Order
shall be signed by Landlord’s and Tenant’s respective construction
representatives. In no event shall any Change Order(s) be permitted without such
authorizations. A 10% supervision plus 10% overhead charge will be added to the
cost of any Change Order. If Tenant shall fail to approve any such Change Order
within one (1) week, the same shall be deemed disapproved in all respects by
Tenant and Landlord shall not be authorized to proceed thereon. Any increase in
the cost of The Existing Premises Work or the change in The Existing Premises
Work stated in a Change Order which results from Tenant’s failure to timely
approve and return said Change Order shall be paid by the Tenant. Tenant agrees
to pay to Landlord the cost of any Change Order promptly upon receipt of an
invoice for same. 



If Tenant elects to use the
architect suggested by Landlord, this architect becomes the Tenant’s agent
solely with respect to the plans, specifications and The Existing Premises Work.
If any change is made prior to completion of schematic drawings and final
construction documents which result in a Change Order and additional costs, such
costs shall be the responsibility of the Tenant. Similarly, any cost savings
resulting from such Change Order(s) shall be credited to Landlord’s
Existing Premises Allowance. 



Upon completion of The
Existing Premises Work, Tenant shall identify and list any portion of The
Existing Premises Work which does not conform to this Workletter Agreement
(“Punch List”). The Landlord shall review with the Tenant all of the
items so listed and correct or complete any portion of The Existing Premises
Work which fails to conform to the requirements of this Workletter Agreement. 



The terms contained in the
Amendment (which include all exhibits attached thereto) constitute
Landlord’s agreement with Tenant with respect to the work to be performed
by Landlord on Tenant’s behalf. If the architectural drawings are in
conflict with the terms of the Lease, then the Amendment shall be deemed the
controlling document. 



All materials and
installations constructed for the Tenant within the Existing Premises shall
become the property of the Landlord upon installation. No refund, credit or
removal of said items is to be permitted at the termination of the Lease. Items
installed that are not integrated in any such way with other common building
materials do not fall under this provision (e.g. shelving, furniture, etc.). 



No part of the Existing
Premises shall be deemed unavailable for occupancy by the Tenant, or shall any
work which the Landlord is obligated to perform in such part of the Existing
Premises be deemed incomplete for the purpose of any adjustment of Base Rent
payable hereunder, solely due to the non-completion of details of construction,
decoration or mechanical adjustments which are minor in character and the
non-completion of which does not materially interfere with the Tenant’s use
of all of the Existing Premises. 



Tenant is responsible for
all costs related to the repairs and maintenance of any additional or
supplemental HVAC systems, appliances and equipment installed to meet
Tenant’s specific requirements. Tenant shall purchase a service contract
for this equipment so that the equipment is covered by such service contract
each year of the term of the Lease. 



If construction is to occur
in a space occupied by Tenant’s employees, Tenant shall be liable for all
costs associated with a delay if Tenant shall fail to comply with a submitted
construction schedule to relocate personnel, furniture, or equipment. These
costs shall include, but not be limited to the following: 



a.   cost of construction workers time
wasted; and 



b.   cost of any overtime work
necessary to meet schedule deadlines; and 



c.   any other costs associated with
delays in final completion. 



With respect to the
construction work being conducted in or about the Existing Premises, each party
agrees to be bound by the approval and actions of their respective construction
representatives. Unless changed by written notification, the parties hereby
designate the following individuals as their respective construction
representatives: 










		
	FOR LANDLORD:	 	FOR TENANT:	 
	c/o Mack-Cali Realty Corporation	 	Chief Financial Officer	 
	11 Commerce Drive	 	Group 1 Software	 
	Cranford, New Jersey 07016	 	4200 Parliament Place	 
		 	Lanham, Maryland 20706-4844	 
		 	(301) 918-0430 (facsimile)	 





	


If the foregoing correctly
sets forth our understanding, kindly sign this letter agreement where indicated. 






















		
	LANDLORD:	 	TENANT:	 
	  
	MACK-CALI REALTY, L.P.	 	GROUP 1 SOFTWARE, INC.	 
	  
	By: Mack-Cali Realty Corporation,	 	  	 
	       its general manager	 	 	 








		
	By:  
      ——————————	 	By:
      ——————————	 
	Michael K. Nevins	 	Name:	 
	Vice President of Leasing	 	Title: