**L** **EASE**


between




**TMT
      RESTON I & II, INC.,**




as
      Landlord,







and





**TALK
      AMERICA INC.** ,








as
      Tenant











**TABLE
      OF CONTENTS**








1.  USE
      AND
      RESTRICTIONS ON USE.




2.  TERM.




3.  RENT.




4.  RENT
      ADJUSTMENTS.




5.  SECURITY
      DEPOSIT.




6.  ALTERATIONS.




7.  REPAIR.




8.  LIENS.




9.  ASSIGNMENT
      AND SUBLETTING.




10.  INDEMNIFICATION.




11.  INSURANCE.




12.  WAIVER
      OF
      SUBROGATION.




13.  SERVICES
      AND UTILITIES.




14.  HOLDING
      OVER.




15.  SUBORDINATION.




16.  RULES
      AND
      REGULATIONS.




17.  REENTRY
      BY LANDLORD.




18.  DEFAULT.




19.  REMEDIES.







20.  TENANT’S
      BANKRUPTCY OR INSOLVENCY.




21.  QUIET
      ENJOYMENT.




22.  CASUALTY




23.  EMINENT
      DOMAIN.




24.  SALE
      BY
      LANDLORD.




25.  ESTOPPEL
      CERTIFICATES.




26.  SURRENDER
      OF PREMISES.




27.  NOTICES.




28.  TAXES
      PAYABLE BY TENANT.




29.  INTENTIONALLY
      OMITTED.




30.  DEFINED
      TERMS AND HEADINGS.




31.  TENANT’S
      AUTHORITY.




32.  FINANCIAL
      STATEMENTS AND CREDIT REPORTS.




33.  COMMISSIONS.




34.  TIME
      AND
      APPLICABLE LAW.




35.  SUCCESSORS
      AND ASSIGNS.




36.  ENTIRE
      AGREEMENT.




37.  EXAMINATION
      NOT OPTION.




38.  RECORDATION.




39.  PARKING.




40.  LIMITATION
      OF LANDLORD’S LIABILITY.




EXHIBIT
      A
      - FLOOR PLAN DEPICTING THE PREMISES A-1




EXHIBIT
      A-1 - SITE PLAN A-1-1




EXHIBIT
      A-2 - EXPANSION SPACE A-1-2




EXHIBIT
      B
      - INITIAL ALTERATIONS B-




EXHIBIT
      B-1 - PROJECT SCHEDULE B-1-1




EXHIBIT
      C
      - COMMENCEMENT DATE MEMORANDUM C-1




EXHIBIT
      D
      - RULES AND REGULATIONS D-1




EXHIBIT
      E
      - FORM OF GUARANTY E-





**LEASE**





**REFERENCE
      PAGES**





BUILDING:
            Reston
                Plaza II
              12020
                Sunrise Valley Drive
              Reston,
                VA 20191LANDLORD:
            TMT
                Reston I & II, Inc., a Delaware corporationLANDLORD’S
                ADDRESS:
            c/o
                RREEF
              8280
                Greensboro Drive, Suite 550
              McLean,
                Virginia 22102
              Attn:
                Patrick N. Connell, Vice President / Regional Director
              
              with
                a copy (which shall not constitute notice) to:
              Covington
                & Burling
              1201
                Pennsylvania Avenue, N.W.
              Washington,
                D.C. 20004-2401
              Attention:
                Robert J. Gage, Esq.ADDRESS
                FOR RENT PAYMENT:
            TMT
                Reston I & II, Inc.
              P.O.
                Box 13517
              Newark,
                NJ 07188-0517LANDLORD’S
                REGISTERED AGENT FOR SERVICE OF PROCESS:
            Commonwealth
                Legal Services Corporation
              4701
                Cox Road, Suite 301
              Glen
                Allen, VA 23060-6802LEASE
                REFERENCE DATE:
            February
                28, 2006TENANT:
            Talk
                America Inc., a Pennsylvania corporationGUARANTOR
            Talk
                America Holdings, Inc., a Delaware corporationTENANT’S
                NOTICE ADDRESS:(a)
                As of beginning of Term:
            Premises
              
              with
                a copy (which shall not constitute notice) to:
              Talk
                America Inc.
              6805
                Route 202
              New
                Hope, Pennsylvania 18938
              Attn:
                Legal Department(b)
                Prior to beginning of Term (if different):
            Premises
              
              with
                a copy (which shall not constitute notice) to:
              Talk
                America Inc.
              6805
                Route 202
              New
                Hope, Pennsylvania 18938
              Attn:
                Legal DepartmentPREMISES
                IDENTIFICATION:
            Suite
                Number 250 on the second (2nd) floor of the Building (for outline
                of
                Premises see Exhibit A)PREMISES
                RENTABLE AREA:
            Approximately
                10,019 sq. ft. (for outline of Premises seeExhibit
                A)COMMENCEMENT
                DATE:
            December
                1, 2005TERM
                OF LEASE:
            Approximately
                four (4) years, zero (0) months and zero (0) days beginning on the
                Commencement Date and ending on the Termination Date. The period
                from the
                Commencement Date to the last day of the same month is the “**Commencement
                Month**.”TERMINATION
                DATE:
            November
                30, 2009EXTENSION
                OPTION
            Subject
                to the provisions set forth in Section2.2,
                Tenant shall receive an option to extend the Term of this Lease for
                all or
                a portion of the Premises for one (1) consecutive extension term
                of five
                (5) consecutive yearsEXPANSION
                SPACE OPTION
            Subject
                to the provisions set forth in Section2.3,
                Tenant shall receive an option to lease any remaining portion of
                the
                second (2nd) floor of the Building that shall become vacant and available
                or is reasonably expected by Landlord to become vacant and available
                during the first two (2) years of the initial Term of this
                LeaseANNUAL
                RENT:
            Twenty
                six and 00/100 Dollars ($26.00) per rentable square foot per annum,
                subject to an escalation of three percent (3%) per annum on each
                anniversary of the Commencement Date, commencing with the first (1st)
                anniversary of the Commencement Date.RENT
                ABATEMENT (Article 3):
            Subject
                to the provisions set forth in Articles 3 and 19 of this Lease, Tenant
                shall receive an abatement during the first (1st) full calendar month
                of
                the Term of this Lease equal to one hundred percent (100.0%) of such
                Monthly Installment of the initial Annual Rent.








MONTHLY
      INSTALLMENT OF RENT:





**Lease
                Year**
            **Rentable
                Square Footage**
            **Annual
                Rent Per Square Foot**
            **Annual
                Rent**
            **Monthly
                Installment of Rent**1** ̊**
            10,019
            $26.00
            $260,494.00
            $21,707.832
            10,019
            $26.78
            $268,308.82
            $22,359.073
            10,019
            $27.58
            $276,324.02
            $23,027.004
            10,019
            $28.41
            $284,639.79
            $23,719.98





 ̊
Subject
      to an abatement as set forth in Section 3.1.1 .





BASE
                YEAR (EXPENSES):
            January
                1, 2006 to December 31, 2006BASE
                YEAR (INSURANCE):
            January
                1, 2006 to December 31, 2006BASE
                YEAR (TAXES):
            January
                1, 2006 to December 31, 2006BUILDING
                SIZE
            approximately
                48,886 sq. ft.TENANT’S
                PROPORTIONATE SHARE:
            20.49%SECURITY
                DEPOSIT:
            $21,707.83,
                subject to the provisions set forth in Section5ASSIGNMENT/SUBLETTING
                FEE:
            $1,500.00AFTER-HOURS
                HVAC COST:
            $40.00
                per hour, subject to change at any time, from time to
                time.HOLIDAYS
            New
                Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving
                Day,
                Christmas Day, subject to change at any time, from time to
                time.REAL
                ESTATE BROKER DUE COMMISSION:
            Studley
                (Virginia), Inc.TENANT’S
                SIC CODE:
            4812BUILDING
                BUSINESS HOURS:
            Monday
                - Friday, 8:00 a.m. - 6:00 p.m.
              Saturday,
                8:00 a.m. - 1:00 p.m.AMORTIZATION
                RATE:
            10%





The
      Reference Pages information is incorporated into and made a part of the Lease.
      In the event of any conflict between any Reference Pages information and the
      Lease, the Lease shall control. This Lease includes the Exhibits, all of which
      are made a part of this Lease.





**[SIGNATURES
      CONTAINED ON NEXT PAGE]**















**WITNESS**:
              
              
              
              
              
              
              
              
              
              By:
                /s/ Patricia M. Webel
              Name:
                Patricia M. Webel
              Title:
                Property Manager
            **LANDLORD:**
              
              TMT
                RESTON I & II, INC.,
              a
                Delaware corporation
              
              
              By:RREEF
                Management Company,
              a
                Delaware corporation
              
              
              By:
                /s/ Patrick N. Connell
              Name:
                Patrick N. Connell
              Title:
                Vice President / Regional Director
              Dated:9-26-05**ATTEST:**
              
              
              
              
              
              By:
                /s/ Craig H. Pizer
              Name:
                Craig H. Pizer
              Title:
                Associate General Counsel - Assistant Secretary
              
              [Corporate
                Seal]
            **TENANT:**
              
              TALK
                AMERICA INC.
              a
                Pennsylvania corporation
              
              
              By:
                /s/ Aloysius T. Lawn, IV
              Name:
                Aloysius T. Lawn IV
              Title:
                EVP- General Counsel
              Dated:
                9-19-05

















**LEASE**


By
      this Lease Landlord leases to
      Tenant and Tenant leases from Landlord the Premises in the Building as set
      forth
      and described on the Reference Pages. The Premises are depicted on the floor
      plan attached hereto as Exhibit
      A ,
      and the
      Building is depicted on the site plan attached hereto as Exhibit
      A-1 .
      The
      Reference Pages, including all terms defined thereon, are incorporated as part
      of this Lease.




**1.**
            **USE
                AND
                RESTRICTIONS ON USE.**





1.1     The
      Premises are to be used solely for general office purposes. Tenant shall not
      do
      or permit anything to be done in or about the Premises which will in any way
      obstruct or interfere with the lease rights of other tenants or occupants of
      the
      Building, including, but not limited to, any exclusive lease rights of another
      tenant or occupant of the Building, or injure, annoy, or disturb them, or allow
      the Premises to be used for any improper, immoral, unlawful, or objectionable
      purpose, or commit any waste. Tenant shall not do, permit or suffer in, on,
      or
      about the Premises the sale of any alcoholic liquor without the written consent
      of Landlord first obtained. Tenant shall comply with all governmental laws,
      ordinances and regulations applicable to the use of the Premises and its
      occupancy and shall promptly comply with all governmental orders and directions
      for the correction, prevention and abatement of any violations in the Building
      or appurtenant land, caused or permitted by, or resulting from the specific
      use
      by, Tenant, or in or upon, or in connection with, the Premises, all at Tenant’s
      sole expense. Tenant shall not do or permit anything to be done on or about
      the
      Premises or bring or keep anything into the Premises which will in any way
      increase the rate of, invalidate or prevent the procuring of any insurance
      protecting against loss or damage to the Building or any of its contents by
      fire
      or other casualty or against liability for damage to property or injury to
      persons in or about the Building or any part thereof. Landlord represents that,
      to the best of Landlord’s actual knowledge (defined as the personal knowledge of
      Patrick N. Connell, Vice President and Regional Director of RREEF Management
      Company), as of the Commencement Date, the common areas of the Building and
      appurtenant land are in compliance with all applicable laws.




1.2Tenant
      shall not, and
      shall not direct, suffer or permit any of its agents, contractors, employees,
      licensees or invitees (collectively, the “**Tenant Entities**”) to
      at any time handle, use, manufacture, store or dispose of in or about the
      Premises or the Building any (collectively “**Hazardous
      Materials**”) flammables, explosives, radioactive materials, hazardous
      wastes or materials, toxic wastes or materials, or other similar substances,
      petroleum products or derivatives or any substance subject to regulation by
      or
      under any federal, state and local laws and ordinances relating to the
      protection of the environment or the keeping, use or disposition of
      environmentally hazardous materials, substances, or wastes, presently in effect
      or hereafter adopted, all amendments to any of them, and all rules and
      regulations issued pursuant to any of such laws or ordinances (collectively
      “**Environmental Laws**”), nor shall Tenant suffer or permit any
      Hazardous Materials to be used in any manner not fully in compliance with all
      Environmental Laws, in the Premises or the Building and appurtenant land or
      allow the environment to become contaminated with any Hazardous Materials.
      Notwithstanding the foregoing, Tenant may handle, store, use or dispose of
      products containing small quantities of Hazardous Materials (such as aerosol
      cans containing insecticides, toner for copiers, paints, paint remover and
      the
      like) to the extent customary and necessary for the use of the Premises for
      general office purposes; provided that Tenant shall always handle, store, use,
      and dispose of any such Hazardous Materials in a safe and lawful manner and
      never allow such Hazardous Materials to contaminate the Premises, Building
      and
      appurtenant land or the environment. Tenant shall protect, defend, indemnify
      and
      hold each and all of the Landlord Entities (as defined in Article 30) harmless
      from and against any and all loss, claims, liability or costs (including court
      costs and attorney’s fees) incurred by reason of any actual or asserted failure
      of Tenant to fully comply with all applicable Environmental Laws, or the
      presence, handling, use or disposition in or from the Premises of any Hazardous
      Materials by Tenant or any Tenant Entity (even though permissible under all
      applicable Environmental Laws or the provisions of this Lease), or by reason
      of
      any actual or asserted failure of Tenant to keep, observe, or perform any
      provision of this Section 1.2.




**2.**
            ******TERM.**




2.1 The
      Term of this Lease
      shall begin on the Commencement Date. The parties hereby acknowledge that Talk
      America Holdings, Inc. (“ **Parent** ”),
      a
      Delaware corporation, is currently in possession of the Premises pursuant to
      that certain lease agreement dated April 28, 2000 by and between Landlord,
      as
      successor-in-interest to Reston Plaza I & II, LLC, and Parent, as
      successor-in-interest to Talk.com, as amended by that certain First Amendment
      to
      Lease dated May 6, 2004 and that certain Second Amendment to Lease dated ,
      2004
      (as amended, the “ **Prior
      Lease** ”)
      and
      that Tenant is the wholly-owned subsidiary of Parent. The parties also
      acknowledge that Tenant is currently in possession of approximately 1,136
      rentable square feet on the first (1st) floor of that certain building located
      at 12030 Sunrise Valley Drive in Reston, Virginia pursuant to the terms of
      that
      certain lease agreement dated October 28, 2004, by and between Landlord and
      Tenant (the **“Reston
      I Lease”** ).
      Tenant
      acknowledges that it enters into this Lease without any representations or
      warranties by the Landlord, or anyone acting or purporting to act on behalf
      of
      Landlord, as to the present or future condition of the Premises or the
      appurtenances thereto or any improvements therein or of the Building, except
      as
      specifically set forth in this Lease. It is further agreed that Tenant does
      and
      will accept the Premises “AS IS” in their present condition as of the date
      hereof and the Landlord has no obligation to perform any work therein.
      Notwithstanding any provision in this Lease to the contrary, if the Term has
      not
      commenced within one (1) year after the date of this Lease, this Lease shall
      automatically terminate on the first (1st) anniversary of the date hereof.
      The
      sole purpose of the preceding sentence is to avoid any possible interpretation
      that this Lease violates the Rule Against Perpetuities or
      other
      rule of law against restraints on alienation.




2.1.1 The
        parties agree
        that the Prior Lease shall terminate pursuant to a separate agreement by
        and
        between Landlord and Tenant ( **“Prior
        Lease Termination Agreement”** ).
        The
        Prior Lease, the Prior Lease Termination Agreement and the Reston I Lease
        shall
        constitute the “ **Related
        Agreements** .”
Any
        Event of Default as defined in the Related Agreements existing as of the
        Commencement Date of this Lease shall constitute an immediate Event of Default
        (as defined hereinafter), to which no notice by Landlord to Tenant shall
        be
        required. Any
        default under any of the Related Agreements shall constitute a default
        hereunder, as further set forth in Section 18.1.2 .
  2.2 Provided
        that: (i) Tenant is in physical possession and actual occupancy of the Premises
        and no Event of Default exists at the time of the exercise of such option
        or
        arises subsequent thereto, and no event exists which by notice and/or the
        passage of time would constitute an Event of Default if not cured within
        the
        applicable cure period provided under this Lease; and (ii) Tenant has not
        sublet
        or assigned any of its rights, title, and interest in and to this Lease,
        Tenant
        shall have the option to extend this Lease with respect to all or a portion
        of
        the Premises for one (1) consecutive extension term of five (5) consecutive
        years, provided Tenant notifies Landlord in writing of its exercise of such
        option not sooner than twelve (12) months nor later than nine (9) months
        prior
        to the Termination Date. Annual Rent during such extension term shall be
        at one
        hundred percent (100%) of the fair market rate, including market concessions,
        as
        determined by the mutual agreement of Landlord and Tenant, and provided that
        Tenant shall post an increase in its Security Deposit which is commensurate
        with
        such new Annual Rent. Such Annual Rent for the extension term shall escalate
        at
        the fair market escalation rate as determined by the mutual agreement of
        Landlord and Tenant, provided that in no event shall such Annual Rent escalate
        at less than the escalation rate of three (3%) per annum. All other provisions
        of this Lease shall remain the same during the extension term, except that
        Tenant shall have no further extension option and the Base Year shall be
        the
        first (1st) full calendar year of the extension term. Should Landlord and
        Tenant
        be unable for any reason to agree upon a new Annual Rent and/or escalation
        rate
        within forty-five (45) days after Tenant’s exercise of this option, then the
        Annual Rent and/or escalation rate, as applicable, shall, at Tenant’s sole
        option and discretion, be determined by appraisal by a board of three (3)
        real
        estate brokers, one of whom shall be named by Landlord, one by Tenant, and
        the
        two so appointed shall select a third. Such brokers shall be members of the
        Greater Washington Association of Commercial Realtors or any successor thereto,
        licensed in the Commonwealth of Virginia, and each shall have not less than
        ten
        (10) years’ experience in the field of commercial office leasing in the
        Washington, D.C. metropolitan area. Each shall be recognized as being ethical
        and reputable within its field. Landlord and Tenant agree to make their
        appointments promptly within ten (10) business days after the expiration
        of the
        forty-five (45) day period, and the two brokers shall promptly select a third
        broker within fifteen (15) days thereafter. Each broker shall, within thirty
        (30) days after selection of the third broker, submit its determination of
        the
        Annual Rent and/or escalation rate, as applicable, and the Annual Rent and/or
        escalation rate, as applicable, shall be deemed to be the rent and/or escalation
        rate, as applicable, determined by the third broker, unless it is higher
        than
        the higher of the two values determined by the first two brokers, in which
        event
        the higher of the first two appraisals shall be the Annual Rent and/or
        escalation rate, as applicable, or unless it is lower than the lower of the
        two
        values determined by the first two brokers, in which event the lower of the
        first two appraisals shall be the Annual Rent or escalation rate, as applicable.
        In arriving at its rental rate determinations, each broker shall consider
        and
        analyze all material components of the Lease, and review terms being offered
        to
        prospective office tenants for comparable space in comparable office buildings
        and locations in the northern Virginia metropolitan area for leases commencing
        on or about the time of commencement of the extension period. In no event
        shall
        the escalation rate be less than three percent (3%) per annum. Landlord and
        Tenant shall each pay the fee of the broker selected by it and they shall
        share
        equally the payment of the fee of the third broker.




2.3Provided
        that: (i) Tenant
        is in physical possession and actual occupancy of the Premises and no Event
        of
        Default exists at the time of the exercise of such option or arises subsequent
        thereto, and no event exists or arises subsequent thereto which by notice
        and/or
        the passage of time would constitute an Event of Default if not cured within
        the
        applicable cure period provided under this Lease; and (ii) Tenant has not
        sublet
        or assigned any of its rights, title, and interest in and to this Lease,
        and
        subject to any pre-existing rights granted to other tenants, if at any time
        during the first two (2) years of the initial Term of this Lease any remaining
        portion of the second (2nd) floor of the Building (each such portion, an
        “ **Expansion
        Space** ”),
        as
        shown on **Exhibit
        A-2** ,
        attached hereto, shall become vacant and available or is reasonably expected
        by
        Landlord to become vacant and available, Landlord shall notify Tenant of
        the
        availability of such Expansion Space in writing and Landlord shall provide
        Tenant with a copy of the proposed terms and conditions (“ **Proposed
        Expansion Space Terms** ”)
        under
        which Landlord shall offer such Expansion Space, including the Annual Rent
        and
        the date of anticipated delivery of possession. Tenant shall have ten (10)
        days
        from the date of Landlord’s notice to Tenant to advise Landlord in writing that
        Tenant accepts such Expansion Space (“ **Expansion
        Space Election Period** ”)
        on the
        Proposed Expansion Space Terms, in its “AS IS” condition, with all Building
        systems servicing such Expansion Space in working condition at Landlord’s
        reasonable expense, and agrees that it shall become a part of the Premises.
        Tenant shall be solely responsible for all repairs, improvements, alterations,
        fixtures and furnishings to be made or installed in Expansion Space. Subject
        to
        the terms and conditions of Article 6 of this
        Lease, Tenant shall obtain Landlord’s prior written approval of Tenant’s
        drawings, plans and specifications before commencing construction of
        improvements. Tenant’s obligation to commence payment of Annual Rent for such
        Expansion Space shall occur on the day the Expansion Space is substantially
        completed by Tenant, but in no case longer than the earlier to occur of (i)
        sixty (60) days from the initiation of the construction of improvements or
        (ii)
        sixty (60) days from the date of delivery of possession by Landlord to Tenant.
        If Tenant shall not so elect to lease Expansion Space within the Expansion
        Space
        Election Period, Landlord may lease such Expansion Space to a third party.
        In
        the event Landlord and Tenant agree on lease terms pursuant to this Section 2.3 ,
        the
        parties shall enter into an amendment modifying this Lease to set forth such
        lease terms within thirty (30) days of the parties’ agreement; provided,
        however, if either party shall fail to do so after Tenant shall have exercised
        its option for the Expansion Space, they shall each be bound by their mutual
        agreement as to the Annual Rent and additional rent. Annual
        Rent for such Expansion Space shall be at one hundred percent (100%) of the
        fair
        market rate, including market concessions provided to Tenant pursuant to
        this
        Lease, as determined by the mutual agreement of Landlord and Tenant, provided
        that Tenant shall post an increase in its Security Deposit which is commensurate
        with the additional Annual Rent of such Expansion Space. Such Annual Rent
        for
        the Expansion Space shall escalate at the fair market escalation rate as
        determined by the mutual agreement of Landlord and Tenant, provided that
        in no
        event shall such Annual Rent escalate at less than the escalation rate of
        three
        (3%) per annum. All other provisions of this Lease shall remain the same
        with
        respect to the Expansion Space. Should Landlord and Tenant be unable for
        any
        reason to agree upon the Annual Rent and/or escalation rate within forty-five
        (45) days after Tenant’s exercise of this option, then the Annual Rent and/or
        escalation rate, as applicable, shall be determined by appraisal by a board
        of
        three (3) real estate brokers, one of whom shall be named by Landlord, one
        by
        Tenant, and the two so appointed shall select a third. Such brokers shall
        be
        members of the Greater Washington Association of Commercial Realtors or any
        successor thereto, licensed in the Commonwealth of Virginia, and each shall
        have
        not less than ten (10) years’ experience in the field of commercial office
        leasing in the Washington, D.C. metropolitan area. Each shall be recognized
        as
        being ethical and reputable within its field. Landlord and Tenant agree to
        make
        their appointments promptly within ten (10) business days after the expiration
        of the forty-five (45) day period, and the two brokers shall promptly select
        a
        third broker within fifteen (15) days thereafter. Each broker shall, within
        thirty (30) days after selection of the third broker, submit its determination
        of the Annual Rent and/or escalation rate for such Expansion Space, as
        applicable and the Annual Rent and/or escalation rate for such Expansion
        Space,
        as applicable, shall be deemed to be the rent and/or escalation rate, as
        applicable, determined by the third broker, unless it is higher than the
        higher
        of the two values determined by the first two brokers, in which event the
        higher
        of the first two appraisals shall be the Annual Rent and/or escalation rate,
        as
        applicable, or unless it is lower than the lower of the two values determined
        by
        the first two brokers, in which event the lower of the first two appraisals
        shall be the Annual Rent or escalation rate, as applicable. In arriving at
        its
        rental rate determinations, each broker shall consider and analyze all material
        components of the Lease, and review terms being offered to prospective office
        tenants for comparable space in comparable office buildings and locations
        in the
        northern Virginia metropolitan area for leases commencing on or about the
        time
        of commencement of the extension period. In no event shall the escalation
        rate
        be less than three percent (3%) per annum. Landlord and Tenant shall each
        pay
        the fee of the broker selected by it and they shall share equally the payment
        of
        the fee of the third broker. Notwithstanding anything contained herein to
        the
        contrary, Tenant
        shall have no right to lease from Landlord and Landlord shall have no obligation
        to lease to Tenant any such Expansion Space which
        shall become vacant and available or is reasonably expected by Landlord to
        become vacant and available after the first two (2) years of the initial
        Term of
        this Lease .







**3.**
            **RENT.**




3.1Tenant
      agrees to pay to
      Landlord the Annual Rent in effect from time to time by paying the Monthly
      Installment of Rent then in effect on or before the first day of each full
      calendar month during the Term, except that the first full month’s rent shall be
      paid upon the execution of this Lease. The Monthly Installment of Rent in effect
      at any time shall be one-twelfth (1/12) of the Annual Rent in effect at such
      time. Rent for any period during the Term which is less than a full month shall
      be a prorated portion of the Monthly Installment of Rent based upon the number
      of days in such month. Said rent shall be paid to Landlord, without deduction
      or
      offset and without notice or demand, at the Rent Payment Address, as set forth
      on the Reference Pages, or to such other person or at such other place as
      Landlord may from time to time designate in writing. If an Event of Default
      occurs, Landlord may require by notice to Tenant that all subsequent rent
      payments be made by an automatic payment from Tenant’s bank account to
      Landlord’s account, without cost to Landlord. Tenant must implement such
      automatic payment system prior to the next scheduled rent payment or within
      ten
      (10) days after Landlord’s notice, whichever is later. Unless specified in this
      Lease to the contrary, all amounts and sums payable by Tenant to Landlord
      pursuant to this Lease shall be deemed “ **additional
      rent** ”.




3.1.1Notwithstanding
      the foregoing,
      provided that there shall not exist any Event of Default, and subject to the
      provisions of Section 19.3 below,
      the Monthly Installment of Annual Rent due for the first (1st) full calendar
      month following the Commencement Date shall be abated. Nothing in this Section
      3.1.1, however, shall be interpreted to except or excuse Tenant from any
      additional rent or other amounts due under this Lease or the Prior Lease to
      Landlord.




3.2Tenant
      recognizes that
      late payment of any rent or other sum due under this Lease will result in
      administrative expense to Landlord, the extent of which additional expense
      is
      extremely difficult and economically impractical to ascertain. Tenant therefore
      agrees that if rent or any other sum is not paid when due and payable pursuant
      to this Lease, a late charge shall be imposed in an amount equal to the greater
      of: (a) Fifty Dollars ($50.00), or (b) six percent (6%) of the unpaid rent
      or
      other payment. The amount of the late charge to be paid by Tenant shall be
      reassessed and added to Tenant’s obligation for each successive month until
      paid. The provisions of this Section 3.2 in no
      way relieve Tenant of the obligation to pay rent or other payments on or before
      the date on which they are due, nor do the terms of this Section 3.2 in any
      way affect Landlord’s remedies pursuant to Article 19 of this
      Lease in the event said rent or other payment is unpaid after date
      due.




3.3Notwithstanding
      anything
      to the contrary contained herein, if the Commencement Month is not a full
      calendar month, such Commencement Month shall be deemed for all purposes of
      this
      Lease to be part of the First Lease Year and Tenant shall pay additional Annual
      Rent for such Commencement Month calculated on a per diem basis at the Annual
      Rental Rate for the First Lease Year.







**4.**
            **RENT
                ADJUSTMENTS.**




4.1For
      the purpose of this
      Article 4 ,
      the
      following terms are defined as follows:




******** 4.1.1 **Lease
      Year:** Each
      consecutive twelve (12) month period falling partly or wholly within the Term;
      provided, however, if the Commencement Month is not a full calendar month,
      then
      the first Lease Year shall consist of the Commencement Month and the subsequent
      twelve (12) consecutive month period.




**** 4.1.2 **Expenses:** All
      costs of operation, maintenance, repair, replacement and management of the
      Building (including (A) the amount of any credits which Landlord may grant
      to
      particular tenants of the Building in lieu of providing any standard services
      or
      paying any standard costs described in this Section 4.1.1 for
      similar tenants and (B) the portion of shared expenses allocable to the Building
      as provided for in the final sentence of this Section 4.1.2 ),
      as
      determined in accordance with generally accepted accounting principles,
      including the following costs by way of illustration, but not limitation: water
      and sewer charges; utility costs, including, but not limited to, the cost of
      heat, light, power, steam, gas; waste disposal; the cost of janitorial services;
      the cost of access control and monitoring services (including any central
      station signaling system); costs of cleaning, repairing, replacing and
      maintaining the common areas, including parking and landscaping, window cleaning
      costs; labor costs; costs and expenses of managing the Building including
      management and/or administrative fees; air conditioning maintenance costs;
      elevator maintenance fees and supplies; material costs; equipment costs
      including the cost of maintenance, repair and service agreements and rental
      and
      leasing costs; purchase costs of equipment; current rental and leasing costs
      of
      items which would be capital items if purchased; tool costs; licenses, permits
      and inspection fees; wages and salaries; employee benefits and payroll taxes;
      accounting and legal fees; any sales, use or service taxes incurred in
      connection therewith. In addition, Landlord shall be entitled to recover, as
      additional rent (which, along with any other capital expenditures constituting
      Expenses, Landlord may either include in Expenses or cause to be billed to
      Tenant along with Expenses and Taxes but as a separate item), Tenant’s
      Proportionate Share of: (i) an allocable portion of the cost of capital
      improvement items which are reasonably calculated to reduce operating expenses;
      (ii) the cost of fire sprinklers and suppression systems and other life safety
      systems; and (iii) other capital expenses which are required under any
      governmental laws, regulations or ordinances which were not applicable to the
      Building at the time it was constructed; but the costs described in this
      sentence shall be amortized over the reasonable life of such expenditures in
      accordance with such reasonable life and amortization schedules as shall be
      determined by Landlord in accordance with generally accepted accounting
      principles, with interest on the unamortized amount at one percent (1%) in
      excess of the Wall Street Journal prime lending rate announced from time to
      time. Expenses shall not include Taxes, Insurance Costs, depreciation or
      amortization of the Building or equipment in the Building except as provided
      herein, loan principal payments, costs of alterations of tenants’ premises,
      leasing commissions, interest expenses on long-term borrowings or advertising
      costs. If any
      Expenses are shared jointly between or among the Building and another building,
      such as, but not limited to, Reston Plaza I, such costs shall be allocated
      proportionately between or among such buildings based upon the rentable square
      footage of each building, or such other equitable manner as Landlord shall
      deem
      appropriate.




Notwithstanding
        anything to the contrary, Expenses shall not include Taxes, Insurance Costs,
        depreciation or amortization of the Building or equipment in the Building
        except
        as provided herein, loan principal payments, costs of alterations of tenants’
premises, leasing commissions; interest expenses on long-term borrowings;
        advertising costs; wages and salaries for off-site employees and employees
        at
        the Building above the level of district manager; costs of repairs, restoration,
        replacements or other work occasioned by (1) fire, windstorm or other casualty
        of a customarily insurable nature (whether such destruction be total or partial)
        and either (aa) payable (whether paid or not) by insurance required to be
        carried by Landlord under this Lease, or (bb) otherwise payable (whether
        paid or
        not) by insurance then in effect obtained by Landlord, (2) the exercise by
        governmental authorities of the right of eminent domain, whether such taking
        be
        total or partial; (3) the gross negligence or intentional tort of Landlord,
        or
        any subsidiary or affiliate of Landlord, or any representative, employee
        or
        agent of same, or (4) the act of any other tenant in the Building, or any
        other
        tenant’s agents, employees, licensees or invitees to the extent Landlord has the
        right to recover and actually recovers the applicable cost from such person;
        attorneys’ fees, costs, disbursements and other expenses incurred in connection
        with negotiations for leases with tenants, other occupants, or prospective
        tenants or other occupants of the Building, or similar costs incurred in
        connection with disputes with tenants, other occupants, or prospective tenants;
        allowances, concessions and other costs and expenses incurred in completing
        fixturing, furnishing, renovating or otherwise improving, decorating or
        redecorating space for tenants (including Tenant), prospective tenants or
        other
        occupants and prospective occupants of the Building or vacant, leasable space
        in
        the Building; costs of the initial construction of the Building; deductions
        for
        depreciation of the original Building when initially constructed; costs of
        expenses relating to another tenant’s or occupant’s space which were in excess
        of the Building standard services then being provided by Landlord to all
        tenants
        or other occupants in the Building, whether or not such other tenant or occupant
        is actually charged therefor by Landlord; payments of rent made on any debt
        payments made under any ground or underlying lease or leases, except to the
        extent that a portion of such rental payments is reasonably allocable to
        ad
        valorem/real estate taxes and increased property values as a result of such
        leases; except as real estate taxes may be increased due to a re-assessment
        of
        the Building upon any of such events, costs incurred in connection with the
        sale, financing, refinancing, mortgaging, selling or change of ownership
        of the
        Building, including brokerage commissions, attorneys’ and accountants’ fees,
        closing costs, title insurance premiums, transfer and recordation taxes as
        a
        result of such action, and interest charges; costs, fines, interest, penalties,
        legal fees or costs of litigation incurred due to the late payments of taxes,
        utility bills and other costs incurred by Landlord’s failure to make such
        payments when due; costs incurred by Landlord for trustee’s fees, partnership
        organizational expenses and accounting fees except accounting fees relating
        solely to the ownership and operation of the Building (exclusive of the
        incremental accounting fees to the extent incurred separately in reporting
        operating results to the Building owners or lenders); any compensation paid
        to
        clerks, attendants or other persons in commercial concessions operated by
        Landlord or in the parking garage of the Building; Landlord’s income and
        franchise taxes (other than those business taxes which relate solely to the
        operation of the Building); all amounts which would otherwise be included
        in
        operating expenses which are paid to any affiliate or subsidiaries of Landlord,
        to the extent the costs of such services exceed the competitive rates for
        similar services of comparable quality; costs or expenses of utilities directly
        metered to tenants of the Building and payable separately by such tenants;
        moving expense costs of tenants of the Building to the extent not provided
        by
        Landlord (i) to Tenant and (ii) generally to other initial tenants of the
        Building; advertising and promotional costs associated with the leasing of
        the
        Building; costs incurred to correct violations by Landlord of any law, rule,
        order or regulation which was in effect as of the Commencement Date; electric
        power costs for which any tenant directly contracts with the local public
        service company; and management fees in excess of fair market management
        fees.




**** 4.1.3**Taxes:** Real
      estate taxes and any other taxes, charges and assessments which are levied
      with
      respect to the Building or the land appurtenant to the Building, or with respect
      to any improvements, fixtures and equipment or other property of Landlord,
      real
      or personal, located in the Building and used in connection with the operation
      of the Building and said land, any payments to any ground lessor in
      reimbursement of tax payments made by such lessor; and all fees, expenses and
      costs incurred by Landlord in investigating, protesting, contesting or in any
      way seeking to reduce or avoid increase in any assessments, levies or the tax
      rate pertaining to any Taxes to be paid by Landlord in any calendar year. Taxes
      shall not include any corporate franchise, or estate, inheritance or net income
      tax, or tax imposed upon any transfer by Landlord of its interest in this Lease
      or the Building or any taxes to be paid by Tenant pursuant to Article 28 .
      If any
      Taxes are shared jointly between or among the Building and another building,
      such as, but not limited to, Reston Plaza I, such costs shall be allocated
      proportionately between or among such buildings based upon the rentable square
      footage of each building, or such other equitable manner as Landlord shall
      deem
      appropriate.




**** 4.1.4**Insurance
        Costs:** Any and
        all insurance charges of or relating to all insurance policies and endorsements
        deemed by Landlord to be reasonably necessary or desirable and relating in
        any
        manner to the protection, preservation, or operation of the Building or any
        part
        thereof. If any Insurance Costs are shared jointly between or among the Building
        and another building, such as, but not limited to, Reston Plaza I, such costs
        shall be allocated proportionately between or among such buildings based
        upon
        the rentable square footage of each building, or such other equitable manner
        as
        Landlord shall deem appropriate.




4.2If
      in any calendar year,
      (i) Expenses paid or incurred shall exceed Expenses paid or incurred in the
      Base
      Year (Expenses) and/or (ii) Taxes paid or incurred by Landlord shall exceed
      the
      amount of such Taxes which became due and payable in the Base Year (Taxes),
      and/or (iii) Insurance Costs paid or incurred by Landlord shall exceed the
      amount of such Insurance Costs which became due and payable in the Base Year
      (Insurance Costs), Tenant shall pay as additional rent for such calendar year
      Tenant’s Proportionate Share of each such excess amount.




4.3The
      annual determination of Expenses and Insurance Costs shall be made by Landlord
      and shall be binding upon Landlord and Tenant, subject to the provisions of
      this
      Section4.3.
      During
      the Term, Tenant may review, at Tenant’s sole cost and expense, the books and
      records supporting such determination in an office of Landlord, or Landlord’s
      agent, during normal business hours, upon giving Landlord five (5) days advance
      written notice within sixty (60) days after receipt of such determination,
      but
      in no event more often than once in any one (1) year period, subject to
      execution of a confidentiality agreement acceptable to Landlord, and provided
      that if Tenant utilizes an independent accountant to perform such review it
      shall be one of national standing which is reasonably acceptable to Landlord,
      is
      not compensated on a contingency basis and is also subject to such
      confidentiality agreement. If Tenant fails to object to Landlord’s determination
      of Expenses and Insurance Costs within ninety (90) days after receipt, or if
      any
      such objection fails to state with specificity the reason for the objection,
      Tenant shall be deemed to have approved such determination and shall have no
      further right to object to or contest such determination. In the event that
      during all or any portion of any calendar year or Base Year, the Building is
      not
      fully rented and occupied Landlord shall make an appropriate adjustment in
      occupancy-related Expenses for such year for the purpose of avoiding distortion
      of the amount of such Expenses to be attributed to Tenant by reason of variation
      in total occupancy of the Building, by employing consistent and sound accounting
      and management principles to determine Expenses that would have been paid or
      incurred by Landlord had the Building been at least ninety-five percent (95%)
      rented and occupied, and the amount so determined shall be deemed to have been
      Expenses for such calendar year.




4.4Prior
      to the actual
      determination thereof for a calendar year, Landlord may from time to time
      reasonably estimate Tenant’s liability for Expenses, Insurance Costs and/or
      Taxes under Sections 4.1 ,
      Section 6.3 and
      Article 28 for the
      calendar year or portion thereof. Landlord will give Tenant written notification
      of the amount of such estimate and Tenant agrees that it will pay, by increase
      of its Monthly Installments of Rent due in such calendar year, additional rent
      in the amount of such estimate. Any such increased rate of Monthly Installments
      of Rent pursuant to this Section 4.4 shall
      remain in effect until further written notification to Tenant pursuant
      hereto.




4.5When
        the above mentioned
        actual determination of Tenant’s liability for Expenses, Insurance Costs and/or
        Taxes is made for any calendar year and when Tenant is so notified in writing,
        then:




4.5.1If
      the total additional rent
      Tenant actually paid pursuant to Section 4.3 on
      account of Expenses, Insurance Costs and/or Taxes for the calendar year is
      less
      than Tenant’s liability for Expenses, Insurance Costs and/or Taxes, then Tenant
      shall pay such deficiency to Landlord as additional rent in one lump sum within
      thirty (30) days of receipt of Landlord’s bill therefor; and




4.5.2If
      the total additional rent
      Tenant actually paid pursuant to Section 4.3 on
      account of Expenses, Insurance Costs and/or Taxes for the calendar year is
      more
      than Tenant’s liability for Expenses, Insurance Costs and/or Taxes, then
      Landlord shall credit the difference against the then next due payments to
      be
      made by Tenant under this Article 4 ,
      or, if
      the Lease has terminated, refund the difference in cash. Tenant shall not be
      entitled to a credit by reason of actual Expenses and/or Taxes and/or Insurance
      Costs in any calendar year being less than Expenses and/or Taxes and/or
      Insurance Costs in the Base Year (Expenses and/or Taxes and/or
      Insurance).




4.6If
      the Commencement Date
      is other than January 1 or if the Termination Date is other than December 31,
      Tenant’s liability for Expenses, Insurance Costs and Taxes for the calendar year
      in which said Date occurs shall be prorated based upon a three hundred
      sixty-five (365) day year. Tenant’s obligation to pay Tenant’s Proportionate
      Share of any unpaid Expenses, Insurance Costs, and Taxes which are otherwise
      due
      and payable under this Lease shall survive the expiration or earlier termination
      of the Term.




**5**
            **SECURITY
                DEPOSIT.******




5.1Tenant
      shall deposit the
      Security Deposit with Landlord upon the execution of this Lease. Notwithstanding
      the foregoing, Landlord and Tenant acknowledge and agree that Parent previously
      has deposited a security deposit with respect to the Premises under the Prior
      Lease in the amount of Forty Thousand Nine Hundred Fifty and 50/100 Dollars
      ($40,950.50) (the “ **Prior
      Lease Security Deposit** ”).
      Landlord and Tenant acknowledge and agree that, in accordance with the terms
      and
      conditions of the Prior Lease Termination Agreement, Landlord shall continue
      to
      hold a portion of such Prior Lease Security Deposit equal to the Security
      Deposit hereunder and that, subject to Landlord’s right to apply any or all of
      such Prior Lease Security Deposit pursuant to the terms of the Prior Lease,
      Landlord shall refund the remaining balance, if any, of the Prior Lease Security
      Deposit to Parent on or before December 31, 2005. The Security Deposit shall
      be
      held by Landlord as security for the faithful performance by Tenant of all
      the
      terms, covenants and conditions of this Lease to be kept and performed by Tenant
      and not as an advance rental deposit or as a measure of Landlord’s damage in
      case of Tenant’s default. If Tenant defaults with respect to any provision of
      this Lease, Landlord may, after the applicable cure period, use any part of
      the
      Security Deposit for the payment of any rent or any other sum in default, or
      for
      the payment of any amount which Landlord may spend or become obligated to spend
      by reason of Tenant’s default, or to compensate Landlord for any other loss or
      damage which Landlord may suffer by reason of Tenant’s default. If any portion
      is so used, Tenant shall within ten (10) days after written demand therefor,
      deposit with Landlord an amount sufficient to restore the Security Deposit
      to
      its original amount and Tenant’s failure to do so shall be a material breach of
      this Lease. Except to such extent, if any, as shall be required by law, Landlord
      shall not be required to keep the Security Deposit separate from its general
      funds, and Tenant shall not be entitled to interest on such deposit. Provided
      that Tenant shall fully and faithfully perform every provision of this Lease
      to
      be performed by it, the Security Deposit or any balance thereof shall be
      returned to Tenant at such time after termination of this Lease when Landlord
      shall have determined that all of Tenant’s obligations under this Lease have
      been fulfilled, but in any event no later than sixty (60) days after the
      expiration of this Lease.




5.2As
        additional security
        for the faithful performance by Tenant of all covenants, conditions and
        agreements of this Lease, Parent, (“ **Guarantor** ”)
        has
        executed and delivered to Landlord the Continuing Lease Guaranty (the
“ **Guaranty** ”),
        in
        the form attached hereto as **Exhibit
        E** ,
        unconditionally guaranteeing to Landlord the due and punctual payment and
        performance by Tenant of all of Tenant’s obligations hereunder for the time
        period and as otherwise more particularly set forth in the Guaranty. No right
        or
        remedy available to Landlord under the Guaranty or this Lease shall extinguish
        any other right to which Landlord may be entitled. In furtherance of the
        foregoing, it is understood that in the event Tenant fails to perform any
        of its
        obligations hereunder, any amounts recovered by Landlord under the Guaranty
        shall not be deemed liquidated damages. Landlord may apply such sums to reduce
        Landlord’s damages and such application of funds shall not preclude Landlord
        from recovering from Tenant or the Guarantor jointly and severally all
        additional damages incurred by Landlord by reason of Tenant’s failure to perform
        hereunder.




**6**
            **ALTERATIONS.**




6.1Except
      for those, if any,
      specifically provided for in Exhibit
      B to this
      Lease, Tenant shall not make or suffer to be made any alterations, additions,
      or
      improvements, including, but not limited to, the attachment of any fixtures
      or
      equipment in, on, or to the Premises or any part thereof or the making of any
      improvements as required by Article 7 ,
      without
      the prior written consent of Landlord. When applying for such consent, Tenant
      shall, if requested by Landlord, furnish complete plans and specifications
      for
      such alterations, additions and improvements. Landlord’s consent shall not be
      unreasonably withheld, conditioned or delayed with respect to alterations which
      (i) are not structural in nature, (ii) are not visible from the exterior of
      the
      Building, (iii) do not materially affect or require modification of the
      Building’s electrical, mechanical, plumbing, HVAC or other systems, (iv) will
      not interfere with the use and occupancy of any other portion of the Building
      by
      any other tenant or their invitees; (v) do not and will not, whether alone
      or
      taken together with other improvements, require the construction of any other
      improvements or alterations in other tenant’s space or the Common Areas; and
      (vi) in aggregate do not cost more than $2.50 per rentable square foot of that
      portion of the Premises affected by the alterations in question.




6.2In
      the event Landlord
      consents to the making of any such alteration, addition or improvement by
      Tenant, the same shall be made by using a contractor reasonably approved by
      Landlord, at Tenant’s sole cost and expense. If Tenant shall employ any
      contractor and such contractor or any subcontractor of such contractor shall
      employ any non-union labor or supplier, Tenant shall be responsible for and
      hold
      Landlord harmless from any and all delays, damages and extra costs suffered
      by
      Landlord as a result of any dispute with any labor unions concerning the wage,
      hours, terms or conditions of the employment of any such labor. In the event
      that Tenant requests and Landlord provides supervisory services to Tenant in
      connection with such work, Landlord may charge Tenant an administrative fee
      not
      to exceed five percent (5%) of the cost of such work to cover its overhead
      as it
      relates to such proposed work. Furthermore, Tenant shall reimburse to Landlord
      any third-party costs actually incurred by Landlord in connection with the
      proposed work and the design thereof (including review of such proposed work
      and
      design), with all such amounts being due ten (10) days after Landlord’s demand,
      which will be submitted with reasonable supporting information.




6.3All
        alterations,
        additions or improvements proposed by Tenant shall be constructed in accordance
        with all government laws, ordinances, rules and regulations, using Building
        standard materials where applicable, and Tenant shall, prior to construction,
        provide the additional insurance required under Article 11 in such
        case, and also all such assurances to Landlord as Landlord shall reasonably
        require to assure payment of the costs thereof, including but not limited
        to,
        notices of non-responsibility, waivers of lien, surety company performance
        bonds
        and funded construction escrows and to protect Landlord and the Building
        and
        appurtenant land against any loss from any mechanic’s, materialmen’s or other
        liens. Tenant shall pay in addition to any sums due pursuant to Article 4 ,
        any
        increase in real estate taxes attributable to any such alteration, addition
        or
        improvement for so long, during the Term, as such increase is ascertainable;
        at
        Landlord’s election said sums shall be paid in the same way as sums due under
        Article 4 .
        Landlord may, as a condition to its consent to any particular alterations
        or
        improvements, require Tenant to deposit with Landlord the amount reasonably
        estimated by Landlord as sufficient to cover the cost of removing such
        alterations or improvements and restoring the Premises, to the extent required
        under Section 26.2 .




**7**
            **REPAIR.**




7.1Landlord
      shall have no
      obligation to alter, remodel, improve, repair, decorate or paint the Premises,
      except as specified in Exhibit
      B if
      attached to this Lease and except that Landlord shall repair and maintain the
      structural portions of the Building, including the basic plumbing, air
      conditioning, heating and electrical systems installed or furnished by Landlord.
      By taking possession of the Premises, Tenant accepts them as being in good
      order, condition and repair and in the condition in which Landlord is obligated
      to deliver them. It is hereby understood and agreed that no representations
      respecting the condition of the Premises or the Building have been made by
      Landlord to Tenant, except as specifically set forth in this Lease.




7.2Tenant
      shall, at all
      times during the Term, keep the Premises in good condition and repair excepting
      damage by fire, or other casualty, and in compliance with all applicable
      governmental laws, ordinances and regulations, promptly complying with all
      governmental orders and directives for the correction, prevention and abatement
      of any violations or nuisances in or upon, or connected with, the Premises,
      all
      at Tenant’s sole expense.




7.3Landlord
      shall not be
      liable for any failure to make any repairs or to perform any maintenance unless
      such failure shall persist for an unreasonable time after written notice of
      the
      need of such repairs or maintenance is given to Landlord by Tenant.




7.4Except
      as provided in
      Article 22 ,
      there
      shall be no abatement of rent and no liability of Landlord by reason of any
      injury to or interference with Tenant’s business arising from the making of any
      repairs, alterations or improvements in or to any portion of the Building or
      the
      Premises or to fixtures, appurtenances and equipment in the Building. Except
      to
      the extent, if any, prohibited by law, Tenant waives the right to make repairs
      at Landlord’s expense under any law, statute or ordinance now or hereafter in
      effect.







**8**
            **LIENS.******




8.1Tenant
      shall keep the
      Premises, the Building and appurtenant land and Tenant’s leasehold interest in
      the Premises free from any liens arising out of any services, work or materials
      performed, furnished, or contracted for by Tenant, or obligations incurred
      by
      Tenant. In the event that Tenant fails, within ten (10) days following the
      imposition of any such lien, to either cause the same to be released of record
      or provide Landlord with insurance against the same issued by a major title
      insurance company or such other protection against the same as Landlord shall
      accept (such failure to constitute an Event of Default), Landlord shall have
      the
      right to cause the same to be released by such means as it shall deem proper,
      including payment of the claim giving rise to such lien. All such sums paid
      by
      Landlord and all expenses incurred by it in connection therewith shall be
      payable to it by Tenant within five (5) days Landlord’s demand .




**9**
            **ASSIGNMENT
                AND
                SUBLETTING.**




9.1Tenant
      shall not have the
      right to assign or pledge this Lease or to sublet the whole or any part of
      the
      Premises whether voluntarily or by operation of law, or permit the use or
      occupancy of the Premises by anyone other than Tenant, and shall not make,
      suffer or permit such assignment, subleasing or occupancy without the prior
      written consent of Landlord, such consent not to be unreasonably withheld,
      conditioned or delayed, and said restrictions shall be binding upon any and
      all
      assignees of the Lease and subtenants of the Premises. In the event Tenant
      desires to sublet, or permit such occupancy of, the Premises, or any portion
      thereof, or assign this Lease, Tenant shall give written notice thereof to
      Landlord at least sixty (60) days but no more than one hundred twenty (120)
      days
      prior to the proposed commencement date of such subletting or assignment, which
      notice shall set forth the name of the proposed subtenant or assignee, the
      relevant terms of any sublease or assignment and copies of financial reports
      and
      other relevant financial information of the proposed subtenant or
      assignee.




9.2Notwithstanding
      any
      assignment or subletting, permitted or otherwise, Tenant shall at all times
      remain directly, primarily and fully responsible and liable for the payment
      of
      the rent specified in this Lease and for compliance with all of its other
      obligations under the terms, provisions and covenants of this Lease. Upon the
      occurrence of an Event of Default, if the Premises or any part of them are
      then
      assigned or sublet, Landlord, in addition to any other remedies provided in
      this
      Lease or provided by law, may, at its option, collect directly from such
      assignee or subtenant all rents due and becoming due to Tenant under such
      assignment or sublease and apply such rent against any sums due to Landlord
      from
      Tenant under this Lease, and no such collection shall be construed to constitute
      a novation or release of Tenant from the further performance of Tenant’s
      obligations under this Lease.




9.3In
      addition to Landlord’s
      right to approve of any subtenant or assignee, Landlord shall have the option,
      in its sole discretion, in the event of any proposed subletting or assignment,
      to terminate this Lease, or in the case of one or more proposed sublettings
      (together with any prior sublettings) of twenty percent (20%) or more of the
      Premises in the aggregate for a period constituting the all or substantially
      all
      of the remainder of the Term (exclusive of any extension term), to recapture
      the
      portion of the Premises to be sublet, as of the date the subletting or
      assignment is to be effective. The option shall be exercised, if at all, by
      Landlord giving Tenant written notice given by Landlord to Tenant within thirty
      (30) days following Landlord’s receipt of Tenant’s written notice as required
      above. However, if Tenant notifies Landlord, within five (5) days after receipt
      of Landlord’s termination notice, that Tenant is rescinding its proposed
      assignment or sublease, the termination notice shall be void and the Lease
      shall
      continue in full force and effect; provided, however, Tenant’s failure to
      rescind its proposed assignment or sublease shall be deemed a waiver of such
      rescission right by Tenant. If this Lease shall be terminated with respect
      to
      the entire Premises pursuant to this Section, the Term of this Lease shall
      end
      on the date stated in Tenant’s notice as the effective date of the sublease or
      assignment as if that date had been originally fixed in this Lease for the
      expiration of the Term. If Landlord recaptures under this Section only a portion
      of the Premises, the rent to be paid from time to time during the unexpired
      Term
      shall abate proportionately based on the proportion by which the approximate
      square footage of the remaining portion of the Premises shall be less than
      that
      of the Premises as of the date immediately prior to such recapture. Tenant
      shall, at Tenant’s own cost and expense, discharge in full any outstanding
      commission obligation which may be due and owing as a result of any proposed
      assignment or subletting, whether or not the Premises are recaptured pursuant
      to
      this Section 9.3 and
      rented by Landlord to the proposed tenant or any other tenant.









9.4In
      the event that Tenant
      sells, sublets, assigns or transfers this Lease (excluding an assignment,
      sublease or other transaction as permitted by Section 9.8 ),
      Tenant
      shall pay to Landlord as additional rent an amount equal to seventy five percent
      (75%) of any Increased Rent (as defined below), less the Costs Component (as
      defined below), when and as such Increased Rent is received by Tenant. As used
      in this Section, “ **Increased
      Rent** ”
shall
      mean the excess of (i) all rent and other consideration which Tenant is entitled
      to receive by reason of any sale, sublease, assignment or other transfer of
      this
      Lease, over (ii) the rent otherwise payable by Tenant under this Lease at such
      time. For purposes of the foregoing, any consideration received by Tenant in
      form other than cash shall be valued at its fair market value as determined
      by
      Landlord in good faith. The “ **Costs
      Component** ”
is
      that
      amount which, if paid monthly, would fully amortize on a straight-line basis,
      over the entire period for which Tenant is to receive Increased Rent, the
      reasonable costs incurred by Tenant for leasing commissions and tenant
      improvements in connection with such sublease, assignment or other transfer
      (excluding therefrom, however, any costs or expenses attributable to any vacancy
      factor).




9.5Notwithstanding
      any other
      provision hereof, it shall be considered reasonable for Landlord to withhold
      its
      consent to any assignment of this Lease or sublease of any portion of the
      Premises if at the time of either Tenant’s notice of the proposed assignment or
      sublease or the proposed commencement date thereof, there shall exist any
      uncured default of Tenant or matter which will become a default of Tenant with
      passage of time unless cured, or if the proposed assignee or sublessee is an
      entity: (a) with which Landlord is already in negotiation; (b) is already an
      occupant of the Building unless Landlord is unable to provide the amount of
      space required by such occupant; (c) is a governmental agency; (d) is
      incompatible with the character of occupancy of the Building; (e) with which
      the
      payment for the sublease or assignment is determined in whole or in part based
      upon its net income or profits; or (f) would subject the Premises to a use
      which
      would: (i) involve increased personnel or wear upon the Building; (ii) violate
      any exclusive right granted to another tenant of the Building; (iii) require
      any
      addition to or modification of the Premises or the Building in order to comply
      with building code or other governmental requirements; or, (iv) involve a
      violation of Section 1.2 .
      Tenant
      expressly agrees that for the purposes of any statutory or other requirement
      of
      reasonableness on the part of Landlord, Landlord’s refusal to consent to any
      assignment or sublease for any of the reasons described in this Section 9.5 ,
      shall
      be conclusively deemed to be reasonable.




9.6Upon
      any request to
      assign or sublet, Tenant will pay to Landlord the Assignment/Subletting Fee
      plus, on demand, a sum equal to all of Landlord’s reasonable costs, including
      reasonable attorney’s fees, incurred in investigating and considering any
      proposed or purported assignment or pledge of this Lease or sublease of any
      of
      the Premises, regardless of whether Landlord shall consent to, refuse consent,
      or determine that Landlord’s consent is not required for, such assignment,
      pledge or sublease. Any purported sale, assignment, mortgage, transfer of this
      Lease or subletting which does not comply with the provisions of this Article 9 shall be
      void.




9.7If
      Tenant is a
      corporation, limited liability company, partnership or trust, any transfer
      or
      transfers of or change or changes within any twelve (12) month period in the
      number of the outstanding voting shares of the corporation or limited liability
      company, the general partnership interests in the partnership or the identity
      of
      the persons or entities controlling the activities of such partnership or trust
      resulting in the persons or entities owning or controlling a majority of such
      shares, partnership interests or activities of such partnership or trust at
      the
      beginning of such period no longer having such ownership or control shall be
      regarded as equivalent to an assignment of this Lease to the persons or entities
      acquiring such ownership or control and shall be subject to all the provisions
      of this Article 9 to the
      same extent and for all intents and purposes as though such an assignment. The
      foregoing limitation shall not apply to the ordinary purchase and sale of shares
      of Tenant if Tenant is a corporation ,
      the
      voting stock of which is listed on a nationally-recognized securities exchange
      as defined in the Securities Exchange Act of 1934, as amended or
      superseded.




9.8Notwithstanding
        the
        foregoing provisions of this Article to the contrary, Tenant shall be permitted
        to assign this Lease, or sublet all or a portion of the Premises, to a Qualified
        Tenant Affiliate (as hereinafter defined) of Tenant without the prior consent
        of
        Landlord, if all of the following conditions are first
        satisfied:




9.8.1No
      Event of Default by Tenant
      shall have occurred and no event exists which by notice and/or the passage
      of
      time would constitute an Event of Default if not cured within the applicable
      cure period provided under the Lease, if any;




9.8.2a
      fully
      executed copy of such assignment or sublease, the assumption of this Lease
      by
      the assignee or acceptance of the sublease by the sublessee, and such other
      information regarding the assignment or sublease as Landlord may reasonably
      request, shall have been delivered to Landlord;




9.8.3the
      Premises shall continue to be
      operated solely for general office purposes or other use acceptable to Landlord
      in its sole discretion;




9.8.4Tenant
      shall pay all third party
      costs reasonably incurred by Landlord in connection with such assignment or
      subletting, including without limitation attorneys’ fees (such third party costs
      not to exceed $1,500.00 per such assignment or subletting) and the
      Assignment/Subletting Fee set forth on the Reference Page of the Lease;
      and




9.8.5such
      Qualified Tenant Affiliate shall possess a creditworthiness and financial net
      worth acceptable to Landlord in its reasonable discretion (as evidenced by
      a
      copy of such entity’s financial statements covering its most recent fiscal year,
      audited by an independent certified public accounting firm (if available),
      or if
      not available, certified by such entity’s chief financial
      officer).




Tenant
      acknowledges
      (and, at Landlord’s request, at the time of such assignment or subletting shall
      confirm) that in each instance Tenant shall remain liable for performance of
      the
      terms and conditions of the Lease despite such assignment or subletting. If
      such
      sublease is for less than all of the Premises, tenant and such sublessee agree
      to construct at their expense a Building standard multi-tenant corridor on
      the
      applicable floor, if required by, and in accordance with applicable laws. Such
      Qualified Tenant Affiliate’s use of the Premises, in whole or in part, shall not
      violate any exclusive right granted to another tenant in the Building. As used
      herein, the term “ **Qualified
      Tenant Affiliate** ”
shall
      mean an entity which (i) directly or indirectly controls Tenant; or (ii) is
      under the direct or indirect control of Tenant; or (iii) is under common direct
      or indirect control with Tenant; or (iv) is the successor-in-interest to Tenant
      after a merger, sale of substantially all of the assets of Tenant or public
      offering of Tenant’s stock. As used in this Article 9, the term “control” shall
      mean ownership of fifty-one percent (51%) or more of the voting securities
      or
      rights of the controlled entity.







**10**
            **INDEMNIFICATION.******




10.1None
      of the Landlord
      Entities shall be liable and Tenant hereby waives all claims against them for
      any damage to any property or any injury to any person in or about the Premises
      or the Building by or from any cause whatsoever (including without limiting
      the
      foregoing, rain or water leakage of any character from the roof, windows, walls,
      basement, pipes, plumbing works or appliances, the Building not being in good
      condition or repair, gas, fire, oil, electricity or theft), except to the extent
      caused by or arising from the gross negligence or willful misconduct of Landlord
      or its agents, employees or contractors. Tenant shall protect, indemnify and
      hold the Landlord Entities harmless from and against any and all loss, claims,
      liability or costs (including court costs and attorney’s fees) incurred by
      reason of (a) any damage to any property (including but not limited to property
      of any Landlord Entity) or any injury (including but not limited to death)
      to
      any person occurring in, on or about the Premises or the Building to the extent
      that such injury or damage shall be caused by or arise from any actual or
      alleged act, neglect, fault, or omission by or of Tenant or any Tenant Entity
      to
      meet any standards imposed by any duty with respect to the injury or damage;
      (b)
      the conduct or management of any work or thing whatsoever done by the Tenant
      in
      or about the Premises or from transactions of the Tenant concerning the
      Premises; (c) Tenant’s failure to comply with any and all governmental laws,
      ordinances and regulations applicable to the condition or use of the Premises
      or
      its occupancy; or (d) any breach or default on the part of Tenant in the
      performance of any covenant or agreement on the part of the Tenant to be
      performed pursuant to this Lease. The provisions of this Article shall survive
      the termination of this Lease with respect to any claims or liability accruing
      prior to such termination.




**11**
            **INSURANCE.**




11.1Tenant
      shall keep in
      force throughout the Term: (a) a Commercial General Liability insurance policy
      or policies to protect the Landlord Entities against any liability to the public
      or to any invitee of Tenant or a Landlord Entity incidental to the use of or
      resulting from any accident occurring in or upon the Premises with a limit
      of
      not less than $1,000,000.00 per occurrence and not less than $2,000,000.00
      in
      the annual aggregate, or such larger amount as Landlord may prudently require
      from time to time, covering bodily injury and property damage liability and
      $1,000,000 products/completed operations aggregate; (b) Business Auto Liability
      covering owned, non-owned and hired vehicles with a limit of not less than
      $1,000,000 per accident; (c) insurance protecting against liability under
      Worker’s Compensation Laws with limits at least as required by statute with
      Employers Liability with limits of $500,000 each accident, $500,000 disease
      policy limit, $500,000 disease--each employee; (d) All Risk or Special Form
      coverage protecting Tenant against loss of or damage to Tenant’s alterations,
      additions, improvements, carpeting, floor coverings, panelings, decorations,
      fixtures, inventory and other business personal property situated in or about
      the Premises to the full replacement value of the property so insured; and,
      (e)
      Business Interruption Insurance with limit of liability representing loss of
      at
      least approximately six (6) months of income.




11.2The
      aforesaid policies
      shall (a) be provided at Tenant’s expense; (b) name the Landlord Entities as
      additional insureds (General Liability) and loss payee (Property—Special Form);
      (c) be issued by an insurance company with a minimum Best’s rating of
“ **A:VII** ”
during
      the Term; and (d) provide that said insurance shall be written on an occurrence
      basis and shall not be canceled unless thirty (30) days prior written notice
      (ten days for non-payment of premium) shall have been given to Landlord; a
      certificate of Liability insurance on ACORD Form 25 and a certificate of
      Property insurance on ACORD Form 27 shall be delivered to Landlord by Tenant
      upon the Commencement Date and at least thirty (30) days prior to each renewal
      of said insurance.




11.3Whenever
      Tenant shall
      undertake any alterations, additions or improvements in, to or about the
      Premises (“ **Work** ”)
      the
      aforesaid insurance protection must extend to and include injuries to persons
      and damage to property arising in connection with such Work, without limitation
      including liability under any applicable structural work act, and such other
      insurance as Landlord shall require; and the policies of or certificates
      evidencing such insurance must be delivered to Landlord prior to the
      commencement of any such Work.




**12**
            **WAIVER
                OF SUBROGATION.******




12.1So
      long as their
      respective insurers so permit, Tenant and Landlord hereby mutually waive their
      respective rights of recovery against each other for any property loss insured
      by fire, extended coverage, All Risks or other insurance now or hereafter
      existing for the benefit of the respective party but only to the extent of
      the
      net insurance proceeds payable under such policies. Each party shall obtain
      any
      special endorsements required by their insurer to evidence compliance with
      the
      aforementioned waiver.







**13**
            **SERVICES
                AND
                UTILITIES.**




13.1Provided
      Tenant shall not
      be in default under this Lease, and subject to the other provisions of this
      Lease, Landlord agrees to furnish to the Premises during Building Business
      Hours
      (specified on the Reference Pages) on generally recognized business days (but
      exclusive in any event of Sundays and Holidays), the following services and
      utilities subject to the rules and regulations of the Building prescribed from
      time to time, such services to be reasonably commensurate with industry standard
      for suburban commercial office buildings in the Reston, Virginia submarket,
      of a
      similar age, size and quality to the Building: (a) water suitable for normal
      office use of the Premises; (b) heat and air conditioning required in Landlord’s
      judgment for the use and occupation of the Premises during Building Business
      Hours; (c) cleaning and janitorial service; (d) elevator service by nonattended
      automatic elevators, if applicable; (e) snow removal and pest control; and,
      (f)
      equipment to bring to the Premises electricity for lighting, convenience outlets
      and other normal office use. Landlord shall include electricity costs in
      Expenses. In the absence of Landlord’s gross negligence or willful misconduct,
      Landlord shall not be liable for, and Tenant shall not be entitled to, any
      abatement or reduction of rental by reason of Landlord’s failure to furnish any
      of the foregoing, unless such failure shall persist for an unreasonable time
      after written notice of such failure is given to Landlord by Tenant and provided
      further that Landlord shall not be liable when such failure is caused by
      accident, breakage, repairs, labor disputes of any character, energy usage
      restrictions or by any other cause, similar or dissimilar, beyond the reasonable
      control of Landlord. Landlord shall use reasonable efforts to remedy any
      interruption in the furnishing of services and utilities.




13.2Should
      Tenant require any
      additional work or service, as described above, including services furnished
      outside ordinary business hours specified above, Landlord may, on terms to
      be
      agreed, upon reasonable advance notice by Tenant, furnish such additional
      service and Tenant agrees to pay Landlord such charges as may be agreed upon,
      including any tax imposed thereon, but in no event at a charge less than
      Landlord’s actual cost plus overhead for such additional service and, where
      appropriate, a reasonable allowance for depreciation of any systems being used
      to provide such service. The current charge for after-hours HVAC service, which
      is subject to change at any time, is specified on the Reference
      Pages.




13.3Wherever
      heat-generating
      machines or equipment are used by Tenant in the Premises which affect the
      temperature otherwise maintained by the air conditioning system or Tenant allows
      occupancy of the Premises by more persons than the heating and air conditioning
      system is designed to accommodate, in either event whether with or without
      Landlord’s approval, Landlord reserves the right, upon providing Tenant with ten
      (10) days advanced written notice, to install supplementary heating and/or
      air
      conditioning units in or for the benefit of the Premises and the cost thereof,
      including the cost of installation and the cost of operations and maintenance,
      shall be paid by Tenant to Landlord within ten (10) days of Landlord’s
      demand.




13.4 Provided
      that Landlord’s
      engineer has concluded in writing that any walls or structural Building elements
      being used for the installation and existence of such equipment have the
      capacity to hold such equipment, Tenant may, at its sole expense and subject
      to
      Landlord’s prior reasonable approval, including determination that sufficient
      capacity exists in the base Building systems to support the Tenant’s
      Supplemental HVAC (as defined hereinafter), install, in accordance with the
      provisions of Article 6 above, Tenant’s own supplemental heating and cooling
      equipment (“ **Tenant’s
      Supplementary HVAC** ”)
      in and
      for the benefit of the Premises. Tenant shall provide Landlord with complete
      information concerning Tenant’s Supplementary HVAC, including drawings, plans
      and specifications and upon request shall furnish additional information with
      respect thereto. If Landlord should retain design professionals to assist
      Landlord in evaluating Tenant's Supplementary HVAC drawings, plans or
      specifications for the Premises pursuant to this Section, such services and
      related fees and expenses shall be at Tenant's expense. All such work shall
      be
      conducted in accordance with Article 6 of this
      Lease. If Tenant’s Supplementary HVAC shall require electric current in excess
      of the electric current normally supplied to the Premises or if there are other
      costs or expenses arising from such installation, use, maintenance, and/or
      removal of such Supplementary HVAC, Tenant shall pay such additional costs
      as
      provided in Section 13.5 below
      and as may otherwise be incurred. If Tenant is unable to install such
      Supplementary HVAC for any reason, there shall be no abatement of rent, no
      constructive eviction, and no liability of Landlord by reason of any injury
      to
      or interference with Tenant’s business caused by the absence of such
      Supplementary HVAC.




13.5 Tenant
        will not, without
        the written consent of Landlord, use any apparatus or device in the Premises,
        including but not limited to, electronic data processing machines and machines
        using current in excess of 2000 watts and/or 20 amps or 120 volts, which
        will in
        any way increase the amount of electricity or water usually furnished or
        supplied for use of the Premises for normal office use, nor connect with
        electric current, except through existing electrical outlets in the Premises,
        or
        water pipes, any apparatus or device for the purposes of using electrical
        current or water. If Tenant shall require water or electric current in excess
        of
        that usually furnished or supplied for use of the Premises as normal office
        use,
        Tenant shall procure the prior written consent of Landlord for the use thereof,
        which Landlord may refuse, and if Landlord does consent, Landlord may cause
        a
        water meter or electric current meter to be installed so as to measure the
        amount of such excess water and electric current. The cost of any such meters
        shall be paid for by Tenant. Tenant agrees to pay to Landlord within ten
        (10)
        days of Landlord’s demand , the cost of all such excess water and electric
        current consumed (as shown by said meters, if any, or, if none, as reasonably
        estimated by Landlord) at the rates charged for such services by the local
        public utility or agency, as the case may be, furnishing the same, plus any
        additional expense incurred in keeping account of the water and electric
        current
        so consumed.




13.6 Tenant
      will not, without
      the written consent of Landlord, contract with a utility provider to service
      the
      Premises with any utility, including, but not limited to, telecommunications,
      electricity, water, sewer or gas, which is not previously providing such service
      to other tenants in the Building. Subject to Landlord’s reasonable rules and
      regulations and the provisions of Articles 6 and 26 ,
      Tenant
      shall be entitled to the use of wiring (“ **Communications
      Wiring** ”)
      from
      the existing telecommunications nexus in the Building to the Premises,
      sufficient for normal general office use of the Premises. Tenant shall not
      install any additional Communications Wiring, nor remove any Communications
      Wiring, without in each instance obtaining the prior written consent of
      Landlord, which consent may be withheld in Landlord’s sole and absolute
      discretion. Landlord’s shall in no event be liable for disruption in any service
      obtained by Tenant pursuant to this paragraph.




13.7 Without
      Landlord's prior
      written permission, to be granted or withheld in Landlord’s sole and absolute
      discretion, Tenant will not attach any sign on any part of the outside of the
      Premises or the Building, or on any part of the inside of the Premises that
      is
      visible outside the Premises, or in the halls, lobbies, windows, or elevator
      banks of the Building. Regarding the Permitted Sign (defined hereinafter) and
      any other approved sign: (i) Tenant will comply with and be subject to the
      requirements of any and all governmental authorities having jurisdiction over
      the Building, (ii) Tenant shall maintain at its expense the Permitted Sign
      and
      any other approved sign, (iii) such Permitted Sign and any other approved sign
      shall not violate any other tenant’s signage rights; and (iv) Tenant shall,
      prior to the end of the Term of this Lease, and at its expense, remove the
      Permitted Sign and any other approved sign and restore any affected portion
      of
      the Building to a condition similar to that which existed prior to the
      installation of the sign at the time of such removal. If Tenant fails to do
      so,
      Landlord may remove all such signs without notice to Tenant and at Tenant's
      expense. Tenant will not use the name of the Building for any purpose other
      than
      the address of the Building. Subject to the foregoing and provided that there
      shall not exist any Event of Default, and no event exists which by notice and/or
      the passage of time would constitute an Event of Default if not cured within
      the
      applicable cure period provided under this Lease, Tenant may maintain a sign
      on
      the outside of the Building at a location to be determined by Landlord in its
      sole and absolute discretion, the design of which shall be subject to Landlord’s
      prior written approval, to be granted or withheld in Landlord’s sole and
      absolute discretion (the “ **Permitted
      Sign** ”).







**14**
            **HOLDING
                OVER.******




14.1Tenant
      shall pay Landlord
      for each day Tenant retains possession of the Premises or part of them after
      termination of this Lease by lapse of time or otherwise at the rate
      (“ **Holdover
      Rate** ”)
      which
      shall be One Hundred Fifty Percent (150%) of the greater of (a) the amount
      of
      the Annual Rent for the last period prior to the date of such termination plus
      all Rent Adjustments under Article 4 ;
      and (b)
      the then market rental value of the Premises as determined by Landlord assuming
      a new lease of the Premises of the then usual duration and other terms, in
      either case, prorated on a daily basis, and also pay all damages sustained
      by
      Landlord by reason of such retention. If Landlord gives notice to Tenant of
      Landlord’s election to such effect, such holding over shall constitute renewal
      of this Lease for a period from month to month at the Holdover Rate, but if
      the
      Landlord does not so elect, no such renewal shall result notwithstanding
      acceptance by Landlord of any sums due hereunder after such termination; and
      instead, a tenancy at sufferance at the Holdover Rate shall be deemed to have
      been created. In any event, no provision of this Article 14 shall be
      deemed to waive Landlord’s right of reentry or any other right under this Lease
      or at law.




**15**
            **SUBORDINATION.******





15.1Without
      the necessity of
      any additional document being executed by Tenant for the purpose of effecting
      a
      subordination, this Lease shall be subject and subordinate at all times to
      ground or underlying leases and to the lien of any mortgages or deeds of trust
      now or hereafter placed on, against or affecting the Building, Landlord’s
      interest or estate in the Building, or any ground or underlying lease; provided,
      however, that if the lessor, mortgagee, trustee, or holder of any such mortgage
      or deed of trust elects to have Tenant’s interest in this Lease be superior to
      any such instrument, then, by notice to Tenant, this Lease shall be deemed
      superior, whether this Lease was executed before or after said instrument.
      Notwithstanding the foregoing, Tenant covenants and agrees to execute and
      deliver within ten (10) days of Landlord’s request such further instruments
      evidencing such subordination or superiority of this Lease as may be required
      by
      Landlord.




15.2Provided
      that no Event of
      Default shall have occurred hereunder during the Term, Landlord shall request
      and obtain a non-recordable subordination, non-disturbance, and attornment
      agreement for Tenant from any current and future holder of any mortgage and
      from
      the future lessor under any ground lease affecting the Building on such
      mortgagee’s and/or ground lessor’s standard forms (collectively, “ **SNDA** ”);
      provided, however, in no event shall: (i) Landlord’s failure to obtain an SNDA
      be a breach of the Lease, provided that Landlord shall have used its reasonable
      efforts as required of it in this paragraph to obtain an SNDA; provided,
      however, if Landlord fails to obtain, at a minimum, an SNDA for Tenant on such
      mortgagee’s and/or ground lessor’s standard forms as described in this
      paragraph, the sole remedy for such failure shall be that Tenant’s automatic
      subordination (as may have been evidenced in writing in Section 15.1 )
      as
      provided in this Article shall be deemed null and void; and (ii) any such SNDA
      be recorded or prepared in recordable form unless Landlord and such mortgagee
      or
      ground lessor shall expressly so authorize it in writing in advance. If any
      such
      SNDA shall be recorded in the land records of the Commonwealth of Virginia
      without the prior written consent of Landlord and any such mortgagee or ground
      lessor, Tenant shall cause the same to be discharged of record within two (2)
      business days after the later to occur of the date of recordation or notice
      from
      Landlord or any such mortgagee or ground lessor to so discharge such SNDA.
      If
      Tenant shall fail to cause such SNDA to be so discharged timely, such failure
      shall constitute an immediate Event of Default hereunder for which Tenant shall
      be afforded no further time for cure as may otherwise be provided elsewhere
      in
      this Lease. Tenant’s obligation shall survive the expiration or earlier
      termination of this Lease. In addition, Tenant hereby appoints Landlord as
      Tenant’s attorney-in-fact (which appointment is coupled with an interest and is
      irrevocable) for the sole and express purpose of removing any such improperly
      recorded SNDA from such land records at any time and from time to time. In
      connection with the exercise of such power, Landlord shall be entitled to
      execute any and all documents which may be required in connection with the
      removal of the SNDA from record.







**16**
            **RULES
                AND REGULATIONS.******




16.1Tenant
      shall faithfully
      observe and comply with all the rules and regulations as set forth in Exhibit
      D to this
      Lease and all reasonable and non-discriminatory modifications of and additions
      to them from time to time put into effect by Landlord. Landlord shall not be
      responsible to Tenant for the non-performance by any other tenant or occupant
      of
      the Building of any such rules and regulations. Following actual notice to
      Landlord from Tenant of conduct of another tenant or occupant of the Building,
      Landlord shall use reasonable efforts to investigate the same and, if such
      conduct is determined by Landlord in its sole and absolute discretion to be
      in
      violation of such tenant’s lease or other Building rule or regulation, then
      Landlord shall use reasonable efforts have such tenant cease such conduct;
      provided, however, that Landlord shall be deemed to have made reasonable efforts
      to have such tenant cease such conduct if Landlord has taken one or more of
      the
      following actions in a reasonably timely manner: (i) placed a telephone call
      to
      such tenant’s premises or (ii) caused Landlord’s personnel or another
      representative to visit such tenant’s premises. Tenant acknowledges and agrees
      that (A) Landlord’s undertaking of either of the identified actions identified
      in items (i) or (ii) of the preceding sentence shall be deemed reasonable
      notwithstanding the efficacy of such action by the Landlord; and (B) Landlord
      shall not be required by the terms of this Lease at any time to undertake or
      prosecute any legal action with respect to such tenant or its
      conduct.




**17**
            **REENTRY
                BY LANDLORD.**




17.1With
      reasonable notice to
      Tenant (which may be verbal), except in the case of emergency in which case
      no
      notice shall be required, Landlord reserves and shall at all times have the
      right to re-enter the Premises to inspect the same, to supply janitor service
      and any other service to be provided by Landlord to Tenant under this Lease,
      to
      show said Premises to prospective purchasers, mortgagees or tenants, and to
      alter, improve or repair the Premises and any portion of the Building, without
      abatement of rent, and may for that purpose erect, use and maintain scaffolding,
      pipes, conduits and other necessary structures and open any wall, ceiling or
      floor in and through the Building and Premises where reasonably required by
      the
      character of the work to be performed, provided entrance to the Premises shall
      not be blocked thereby, and further provided that the business of Tenant shall
      not be interfered with unreasonably. Landlord shall have the right at any time
      to change the arrangement and/or locations of entrances, or passageways, doors
      and doorways, and corridors, windows, elevators, stairs, toilets or other public
      parts of the Building and to change the name, number or designation by which
      the
      Building is commonly known. In the event that Landlord damages any portion
      of
      any wall or wall covering, ceiling, or floor or floor covering within the
      Premises, Landlord shall repair or replace the damaged portion to match the
      original as nearly as commercially reasonable but shall not be required to
      repair or replace more than the portion actually damaged. Tenant hereby waives
      any claim for damages for any injury or inconvenience to or interference with
      Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and
      any other loss occasioned by any action of Landlord authorized by this Article 17 ,
      excluding any claims for personal injury or physical damage to Tenant’s property
      as a result of Landlord’s gross negligence or willful misconduct.




17.2For
      each of the aforesaid
      purposes, Landlord shall at all times have and retain a key with which to unlock
      all of the doors in the Premises, excluding Tenant’s vaults and safes or special
      security areas (designated in advance), and Landlord shall have the right to
      use
      any and all means which Landlord may deem proper to open said doors in an
      emergency to obtain entry to any portion of the Premises. As to any portion
      to
      which access cannot be had by means of a key or keys in Landlord’s possession,
      Landlord is authorized to gain access by such means as Landlord shall elect
      and
      the cost of repairing any damage occurring in doing so shall be borne by Tenant
      and paid to Landlord within ten (10) days of Landlord’s demand, provided that
      Landlord’s inability to gain access is due to the actions or omissions of Tenant
      or its representatives.







**18**
            **DEFAULT.**




18.1Except
      as otherwise
      provided in Article 20 ,
      the
      following events shall be deemed to be Events of Default under this
      Lease:




18.1.1Tenant
      shall fail to pay when due any sum of money becoming due to be paid to Landlord
      under this Lease, whether such sum be any installment of the rent reserved
      by
      this Lease, any other amount treated as additional rent under this Lease, or
      any
      other payment or reimbursement to Landlord required by this Lease, whether
      or
      not treated as additional rent under this Lease, and such failure shall continue
      for a period of five (5) days after written notice that such payment was not
      made when due, but if any two (2) such notices shall be given in a twelve (12)
      month period, for the twelve (12) month period commencing with the date of
      the
      second such notice, the failure to pay within five (5) days after due any
      additional sum of money becoming due to be paid to Landlord under this Lease
      during such period shall be an Event of Default, without
      notice.




18.1.2Tenant
      shall fail to comply with
      any term, provision or covenant of this Lease and/or the Related Agreements
      which is not provided for in another Section of this Article and shall not
      cure
      such failure within twenty (20) days (forthwith, if the failure involves a
      hazardous condition, or such time period as may be provided in the Related
      Agreements) after written notice of such failure to Tenant provided, however,
      that such failure shall not be an event of default if such failure could not
      reasonably be cured during such twenty (20) day period, Tenant has commenced
      the
      cure within such twenty (20) day period and thereafter is diligently pursuing
      such cure to completion, but the total aggregate cure period shall not exceed
      ninety (90) days.




18.1.3Tenant
      shall fail to vacate the
      Premises immediately upon termination of this Lease, by lapse of time or
      otherwise, or upon termination of Tenant’s right to possession
      only.




18.1.4Tenant
      shall become insolvent,
      admit in writing its inability to pay its debts generally as they become due,
      file a petition in bankruptcy or a petition to take advantage of any insolvency
      statute, make an assignment for the benefit of creditors, make a transfer in
      fraud of creditors, apply for or consent to the appointment of a receiver of
      itself or of the whole or any substantial part of its property, or file a
      petition or answer seeking reorganization or arrangement under the federal
      bankruptcy laws, as now in effect or hereafter amended, or any other applicable
      law or statute of the United States or any state thereof.




18.1.5A
        court of competent jurisdiction
        shall enter an order, judgment or decree adjudicating Tenant bankrupt, or
        appointing a receiver of Tenant, or of the whole or any substantial part
        of its
        property, without the consent of Tenant, or approving a petition filed against
        Tenant seeking reorganization or arrangement of Tenant under the bankruptcy
        laws
        of the United States, as now in effect or hereafter amended, or any state
        thereof, and such order, judgment or decree shall not be vacated or set aside
        or
        stayed within sixty (60) days from the date of entry thereof.




18.1.6Any
      Event of Default as defined
      in the Prior Lease, the Prior Lease Termination Agreement and/or the Reston
      I
      Lease shall be an Event of Default hereunder without any notice or opportunity
      for cure.




**19**
            **REMEDIES.**




19.1Except
      as otherwise
      provided in Article 20 ,
      upon
      the occurrence of any of the Events of Default described or referred to in
      Article 18 ,
      Landlord shall have the option to pursue any one or more of the following
      remedies without any notice or demand whatsoever, concurrently or consecutively
      and not alternatively:




19.1.1Landlord
      may, at its election,
      terminate this Lease or terminate Tenant’s right to possession only, without
      terminating the Lease.




19.1.2Upon
      any termination of this
      Lease, whether by lapse of time or otherwise, or upon any termination of
      Tenant’s right to possession without termination of the Lease, Tenant shall
      surrender possession and vacate the Premises immediately, and deliver possession
      thereof to Landlord, and Tenant hereby grants to Landlord full and free license
      to enter into and upon the Premises in such event and to repossess Landlord
      of
      the Premises as of Landlord’s former estate and to expel or remove Tenant and
      any others who may be occupying or be within the Premises and to remove Tenant’s
      signs and other evidence of tenancy and all other property of Tenant therefrom
      without being deemed in any manner guilty of trespass, eviction or forcible
      entry or detainer, and without incurring any liability for any damage resulting
      therefrom, Tenant waiving any right to claim damages for such re-entry and
      expulsion, and without relinquishing Landlord’s right to rent or any other right
      given to Landlord under this Lease or by operation of law.




19.1.3Upon
      any termination of this
      Lease, whether by lapse of time or otherwise, Landlord shall be entitled to
      recover as damages, all rent, including any amounts treated as additional rent
      under this Lease, and other sums due and payable by Tenant on the date of
      termination, plus as liquidated damages and not as a penalty, an amount equal
      to
      the sum of: (a) in the event of termination for any reason other than by lapse
      of time, an amount equal to the then present value of the rent reserved in
      this
      Lease for the residue of the stated Term of this Lease including any amounts
      treated as additional rent under this Lease and all other sums provided in
      this
      Lease to be paid by Tenant, minus the fair rental value of the Premises for
      such
      residue; (b) in the event of termination for any reason other than by lapse
      of
      time, the value of the time and expense necessary to obtain a replacement tenant
      or tenants, and the estimated expenses described in Section 19.1.4 relating
      to
      recovery of the Premises, preparation for reletting and for reletting itself;
      and (c) the cost of performing any other covenants which would have otherwise
      been performed by Tenant.




19.1.4Upon
        any termination of Tenant’s
        right to possession only without termination of the Lease:




19.1.4.1Neither
      such termination of
      Tenant’s right to possession nor Landlord’s taking and holding possession
      thereof as provided in Section 19.1.2 shall
      terminate the Lease or release Tenant, in whole or in part, from any obligation,
      including Tenant’s obligation to pay the rent, including any amounts treated as
      additional rent, under this Lease for the full Term, and if Landlord so elects
      Tenant shall continue to pay to Landlord the entire amount of the rent as and
      when it becomes due, including any amounts treated as additional rent under
      this
      Lease, for the remainder of the Term plus any other sums provided in this Lease
      to be paid by Tenant for the remainder of the Term.




19.1.4.2Landlord
      shall use commercially
      reasonable efforts to relet the Premises or portions thereof to the extent
      required by applicable law. Landlord and Tenant agree that nevertheless Landlord
      shall at most be required to use only the same efforts Landlord then uses to
      lease premises in the Building generally and that in any case that Landlord
      shall not be required to give any preference or priority to the showing or
      leasing of the Premises or portions thereof over any other space that Landlord
      may be leasing or have available and may place a suitable prospective tenant
      in
      any such other space regardless of when such other space becomes available
      and
      that Landlord shall have the right to relet the Premises for a greater or lesser
      term than that remaining under this Lease, the right to relet only a portion
      of
      the Premises, or a portion of the Premises or the entire Premises as a part
      of a
      larger area, and the right to change the character or use of the Premises.
      In
      connection with or in preparation for any reletting, Landlord may, but shall
      not
      be required to, make repairs, alterations and additions in or to the Premises
      and redecorate the same to the extent Landlord deems necessary or desirable,
      and
      Tenant shall pay the cost thereof, together with Landlord’s expenses of
      reletting, including, without limitation, any commission incurred by Landlord,
      within ten (10) days of Landlord’s demand. Landlord shall not be required to
      observe any instruction given by Tenant about any reletting or accept any tenant
      offered by Tenant unless such offered tenant has a credit-worthiness acceptable
      to Landlord and leases the entire Premises upon terms and conditions including
      a
      rate of rent (after giving effect to all expenditures by Landlord for tenant
      improvements, broker’s commissions and other leasing costs) all no less
      favorable to Landlord than as called for in this Lease, nor shall Landlord
      be
      required to make or permit any assignment or sublease for more than the current
      term or which Landlord would not be required to permit under the provisions
      of
      Article 9 .




19.1.4.3Until
      such time as Landlord shall
      elect to terminate the Lease and shall thereupon be entitled to recover the
      amounts specified in such case in Section 19.1.3 ,
      Tenant
      shall pay to Landlord upon demand the full amount of all rent, including any
      amounts treated as additional rent under this Lease and other sums reserved
      in
      this Lease for the remaining Term, together with the costs of repairs,
      alterations, additions, redecorating and Landlord’s expenses of reletting and
      the collection of the rent accruing therefrom (including reasonable attorney’s
      fees and broker’s commissions), as the same shall then be due or become due from
      time to time, less only such consideration as Landlord may have received from
      any reletting of the Premises; and Tenant agrees that Landlord may file suits
      from time to time to recover any sums falling due under this Article 19 as they
      become due. Any proceeds of reletting by Landlord in excess of the amount then
      owed by Tenant to Landlord from time to time shall be credited against Tenant’s
      future obligations under this Lease but shall not otherwise be refunded to
      Tenant or inure to Tenant’s benefit.




19.2Upon
        the occurrence of an
        Event of Default, Landlord may (but shall not be obligated to) cure such
        default
        at Tenant’s sole expense. Without limiting the generality of the foregoing,
        Landlord may, at Landlord’s option, enter into and upon the Premises if Landlord
        determines in its sole discretion that Tenant is not acting within a
        commercially reasonable time to maintain, repair or replace anything for
        which
        Tenant is responsible under this Lease or to otherwise effect compliance
        with
        its obligations under this Lease and correct the same, without being deemed
        in
        any manner guilty of trespass, eviction or forcible entry and detainer and
        without incurring any liability for any damage or interruption of Tenant’s
        business resulting therefrom and Tenant agrees to reimburse Landlord within
        five
        (5) days of Landlord’s demand as additional rent, for any expenses which
        Landlord may incur in thus effecting compliance with Tenant’s obligations under
        this Lease, plus interest from the date of expenditure by Landlord at the
        Wall
        Street Journal prime rate.




19.3Tenant
      understands and
      agrees that in entering into this Lease, Landlord is relying upon receipt of
      all
      the Annual and Monthly Installments of Rent to become due with respect to all
      the Premises originally leased hereunder over the full Initial Term of this
      Lease for amortization, including interest at the Amortization Rate. For
      purposes hereof, the “ **Concession
      Amount** ”
shall
      be defined as the aggregate of all amounts forgone or expended by Landlord
      as
      free rent under the lease, under Exhibit
      B hereof
      for construction allowances (excluding therefrom any amounts expended by
      Landlord for Landlord’s Work, as defined in Exhibit
      B ),
      and
      for brokers’ commissions payable by reason of this Lease. Accordingly, Tenant
      agrees that if this Lease or Tenant’s right to possession of the Premises leased
      hereunder shall be terminated as of any date (“ **Default
      Termination Date** ”)
      prior
      to the expiration of the full Initial Term hereof by reason of a default of
      Tenant, there shall be due and owing to Landlord as of the day prior to the
      Default Termination Date, as rent in addition to all other amounts owed by
      Tenant as of such Date, the amount (“ **Unamortized
      Amount** ”)
      of the
      Concession Amount determined as set forth below; provided, however, that in
      the
      event that such amounts are recovered by Landlord pursuant to any other
      provision of this Article 19 ,
      Landlord agrees that it shall not attempt to recover such amounts pursuant
      to
      this Paragraph 19.3 .
      For the
      purposes hereof, the Unamortized Amount shall be determined in the same manner
      as the remaining principal balance of a mortgage with interest at the
      Amortization Rate payable in level payments over the same length of time as
      from
      the effectuation of the Concession concerned to the end of the full Initial
      Term
      of this Lease would be determined. The foregoing provisions shall also apply
      to
      and upon any reduction of space in the Premises, as though such reduction were
      a
      termination for Tenant’s default, except that (i) the Unamortized Amount shall
      be reduced by any amounts paid by Tenant to Landlord to effectuate such
      reduction and (ii) the manner of application shall be that the Unamortized
      Amount shall first be determined as though for a full termination as of the
      Effective Date of the elimination of the portion, but then the amount so
      determined shall be multiplied by the fraction of which the numerator is the
      rentable square footage of the eliminated portion and the denominator is the
      rentable square footage of the Premises originally leased hereunder; and the
      amount thus obtained shall be the Unamortized Amount.




19.4 If,
      on account of any
      breach or default by Tenant in Tenant’s obligations under the terms and
      conditions of this Lease, it shall become necessary or appropriate for Landlord
      to employ or consult with an attorney or collection agency concerning or to
      enforce or defend any of Landlord’s rights or remedies arising under this Lease
      or to collect any sums due from Tenant, Tenant agrees to pay all costs and
      fees
      so incurred by Landlord, including, without limitation, reasonable attorneys’
fees and costs. TENANT EXPRESSLY WAIVES ANY RIGHT TO: (A) TRIAL BY JURY; AND
      (B)
      SERVICE OF ANY NOTICE REQUIRED BY ANY PRESENT OR FUTURE LAW OR ORDINANCE
      APPLICABLE TO LANDLORDS OR TENANTS BUT NOT REQUIRED BY THE TERMS OF THIS
      LEASE.




19.5 Pursuit
      of any of the
      foregoing remedies shall not preclude pursuit of any of the other remedies
      provided in this Lease or any other remedies provided by law (all such remedies
      being cumulative), nor shall pursuit of any remedy provided in this Lease
      constitute a forfeiture or waiver of any rent due to Landlord under this Lease
      or of any damages accruing to Landlord by reason of the violation of any of
      the
      terms, provisions and covenants contained in this Lease.




19.6No
        act or thing done by
        Landlord or its agents during the Term shall be deemed a termination of this
        Lease or an acceptance of the surrender of the Premises, and no agreement
        to
        terminate this Lease or accept a surrender of said Premises shall be valid,
        unless in writing signed by Landlord. No waiver by Landlord of any violation
        or
        breach of any of the terms, provisions and covenants contained in this Lease
        shall be deemed or construed to constitute a waiver of any other violation
        or
        breach of any of the terms, provisions and covenants contained in this Lease.
        Landlord’s acceptance of the payment of rental or other payments after the
        occurrence of an Event of Default shall not be construed as a waiver of such
        Default, unless Landlord so notifies Tenant in writing. Forbearance by Landlord
        in enforcing one or more of the remedies provided in this Lease upon an Event
        of
        Default shall not be deemed or construed to constitute a waiver of such Default
        or of Landlord’s right to enforce any such remedies with respect to such Default
        or any subsequent Default.




19.7 To
      secure the payment of
      all rentals and other sums of money becoming due from Tenant under this Lease,
      Landlord shall have and Tenant grants to Landlord a first lien upon the
      leasehold interest of Tenant under this Lease, which lien may be enforced in
      equity, and a continuing security interest upon all goods, wares, equipment,
      fixtures, furniture, inventory, and other personal property of Tenant situated
      on the Premises. Such property shall not be removed therefrom without the
      consent of Landlord until all arrearages in rent as well as any and all other
      sums of money then due to Landlord under this Lease shall first have been paid
      and discharged. Upon the occurrence of an Event of Default, Landlord shall
      have,
      in addition to any other remedies provided in this Lease or by law, all rights
      and remedies under the Uniform Commercial Code, including without limitation
      the
      right to sell the property described in this Section 19.7 at
      public or private sale upon five (5) days’ notice to Tenant. Tenant shall
      execute all such financing statements and other instruments as shall be deemed
      necessary or desirable in Landlord’s reasonable discretion to perfect the
      security interest hereby created.




19.8Any
      and all property
      which may be removed from the Premises by Landlord pursuant to the authority
      of
      this Lease or of law, to which Tenant is or may be entitled, may be handled,
      removed and/or stored, as the case may be, by or at the direction of Landlord
      but at the risk, cost and expense of Tenant, and Landlord shall in no event
      be
      responsible for the value, preservation or safekeeping thereof. Tenant shall
      pay
      to Landlord, upon demand, any and all expenses incurred in such removal and
      all
      storage charges against such property so long as the same shall be in Landlord’s
      possession or under Landlord’s control. Any such property of Tenant not retaken
      by Tenant from storage within thirty (30) days after removal from the Premises
      shall, at Landlord’s option, be deemed conveyed by Tenant to Landlord under this
      Lease as by a bill of sale without further payment or credit by Landlord to
      Tenant.




19.9If
      more than two (2)
      Events of Default occur during the Term and/or any renewal thereof, Tenant’s
      renewal options, expansion options, purchase options and rights of first offer
      and/or refusal, if any are provided for in this Lease, shall be null and void.







**20**
            **TENANT’S
                BANKRUPTCY OR INSOLVENCY.******




20.1If
      at any time and for so
      long as Tenant shall be subjected to the provisions of the United States
      Bankruptcy Code or other law of the United States or any state thereof for
      the
      protection of debtors as in effect at such time (each a “ **Debtor’s
      Law** ”):




20.1.1 Tenant,
      Tenant as
      debtor-in-possession, and any trustee or receiver of Tenant’s assets (each a
“ **Tenant’s
      Representative** ”)
      shall
      have no greater right to assume or assign this Lease or any interest in this
      Lease, or to sublease any of the Premises than accorded to Tenant in Article 9 ,
      except
      to the extent Landlord shall be required to permit such assumption, assignment
      or sublease by the provisions of such Debtor’s Law. Without limitation of the
      generality of the foregoing, any right of any Tenant’s Representative to assume
      or assign this Lease or to sublease any of the Premises shall be subject to
      the
      conditions that:




20.1.1.1Such
      Debtor’s Law shall provide
      to Tenant’s Representative a right of assumption of this Lease which Tenant’s
      Representative shall have timely exercised and Tenant’s Representative shall
      have fully cured any default of Tenant under this Lease.




20.1.1.2Tenant’s
      Representative or the
      proposed assignee, as the case shall be, shall have deposited with Landlord
      as
      security for the timely payment of rent an amount equal to the larger of: (a)
      three (3) months’ rent and other monetary charges accruing under this Lease; and
      (b) any sum specified in Article 4 ;
      and
      shall have provided Landlord with adequate other assurance of the future
      performance of the obligations of the Tenant under this Lease. Without
      limitation, such assurances shall include, at least, in the case of assumption
      of this Lease, demonstration to the satisfaction of the Landlord that Tenant’s
      Representative has and will continue to have sufficient unencumbered assets
      after the payment of all secured obligations and administrative expenses to
      assure Landlord that Tenant’s Representative will have sufficient funds to
      fulfill the obligations of Tenant under this Lease; and, in the case of
      assignment, submission of current financial statements of the proposed assignee,
      audited by an independent certified public accountant reasonably acceptable
      to
      Landlord and showing a net worth and working capital in amounts determined
      by
      Landlord to be sufficient to assure the future performance by such assignee
      of
      all of the Tenant’s obligations under this Lease.




20.1.1.3The
      assumption or any
      contemplated assignment of this Lease or subleasing any part of the Premises,
      as
      shall be the case, will not breach any provision in any other lease, mortgage,
      financing agreement or other agreement by which Landlord is bound.




20.1.1.4Landlord
      shall have, or would
      have had absent the Debtor’s Law, no right under Article 9 to
      refuse consent to the proposed assignment or sublease by reason of the identity
      or nature of the proposed assignee or sublessee or the proposed use of the
      Premises concerned.




**21**
            **QUIET
                ENJOYMENT.******




21.1Landlord
      represents and
      warrants that it has full right and authority to enter into this Lease and
      that
      Tenant, while paying the rental and performing its other covenants and
      agreements contained in this Lease, shall peaceably and quietly have, hold
      and
      enjoy the Premises for the Term without hindrance or molestation from Landlord
      subject to the terms and provisions of this Lease. Landlord shall not be liable
      for any interference or disturbance by other tenants or third persons, nor
      shall
      Tenant be released from any of the obligations of this Lease because of such
      interference or disturbance.







**22**
            **CASUALTY******




22.1In
      the event the Premises
      or the Building are damaged by fire or other cause and in Landlord’s reasonable
      estimation such damage can be materially restored within one hundred eighty
      (180) days, Landlord shall forthwith repair the same and this Lease shall remain
      in full force and effect, except that Tenant shall be entitled to a
      proportionate abatement in rent from the date of such damage. Such abatement
      of
      rent shall be made pro rata in accordance with the extent to which the damage
      and the making of such repairs shall interfere with the use and occupancy by
      Tenant of the Premises from time to time. Within forty-five (45) days from
      the
      date of such damage, Landlord shall notify Tenant, in writing, of Landlord’s
      reasonable estimation of the length of time within which material restoration
      can be made, and Landlord’s determination shall be binding on Tenant. For
      purposes of this Lease, the Building or Premises shall be deemed “ **materially
      restored** ”
if
      they
      are in such condition as would not prevent or materially interfere with Tenant’s
      use of the Premises for the purpose for which it was being used immediately
      before such damage.





22.2If
      such repairs cannot,
      in Landlord’s reasonable estimation, be made within one hundred eighty (180)
      days, Landlord and Tenant shall each have the option of giving the other, at
      any
      time within ninety (90) days after such damage, notice terminating this Lease
      as
      of the date of such damage. In the event of the giving of such notice, this
      Lease shall expire and all interest of the Tenant in the Premises shall
      terminate as of the date of such damage as if such date had been originally
      fixed in this Lease for the expiration of the Term. In the event that neither
      Landlord nor Tenant exercises its option to terminate this Lease, then Landlord
      shall repair or restore such damage, this Lease continuing in full force and
      effect, and the rent hereunder shall be proportionately abated as provided
      in
      Section 22.1 .




22.3Landlord
      shall not be
      required to repair or replace any damage or loss by or from fire or other cause
      to any panelings, decorations, partitions, additions, railings, ceilings, floor
      coverings, office fixtures or any other property or improvements installed
      on
      the Premises by, or belonging to, Tenant. Any insurance which may be carried
      by
      Landlord or Tenant against loss or damage to the Building or Premises shall
      be
      for the sole benefit of the party carrying such insurance and under its sole
      control.




22.4In
      the event that
      Landlord should fail to complete such repairs and material restoration within
      sixty (60) days after the date estimated by Landlord therefor as extended by
      this Section 22.4 ,
      Tenant
      may at its option and as its sole remedy terminate this Lease by delivering
      written notice to Landlord, within fifteen (15) days after the expiration of
      said period of time, whereupon the Lease shall end on the date of such notice
      or
      such later date fixed in such notice as if the date of such notice was the
      date
      originally fixed in this Lease for the expiration of the Term; provided,
      however, that if construction is delayed because of changes, deletions or
      additions in construction requested by Tenant, strikes, lockouts, casualties,
      Acts of God, war, material or labor shortages, government regulation or control
      or other causes beyond the reasonable control of Landlord, the period for
      restoration, repair or rebuilding shall be extended for the amount of time
      Landlord is so delayed.




22.5Notwithstanding
      anything
      to the contrary contained in this Article: (a) Landlord shall not have any
      obligation whatsoever to repair, reconstruct, or restore the Premises when
      the
      damages resulting from any casualty covered by the provisions of this Article 22 occur
      during the last twelve (12) months of the Term or any extension thereof, but
      if
      Landlord determines not to repair such damages Landlord shall notify Tenant
      and
      if such damages shall render any material portion of the Premises untenantable
      Tenant shall have the right to terminate this Lease by notice to Landlord within
      fifteen (15) days after receipt of Landlord’s notice; and (b) in the event the
      holder of any indebtedness secured by a mortgage or deed of trust covering
      the
      Premises or Building requires that any insurance proceeds be applied to such
      indebtedness, then Landlord shall have the right to terminate this Lease by
      delivering written notice of termination to Tenant within fifteen (15) days
      after such requirement is made by any such holder, whereupon this Lease shall
      end on the date of such damage as if the date of such damage were the date
      originally fixed in this Lease for the expiration of the Term.




22.6In
      the event of any
      damage or destruction to the Building or Premises by any peril covered by the
      provisions of this Article 22 ,
      it
      shall be Tenant’s responsibility to properly secure the Premises and upon notice
      from Landlord to remove forthwith, at its sole cost and expense, such portion
      of
      all of the property belonging to Tenant or its licensees from such portion
      or
      all of the Building or Premises as Landlord shall request.







**23**
            **EMINENT
                DOMAIN.******




23.1If
      all or any substantial
      part of the Premises shall be taken or appropriated by any public or
      quasi-public authority under the power of eminent domain, or conveyance in
      lieu
      of such appropriation, either party to this Lease shall have the right, at
      its
      option, of giving the other, at any time within thirty (30) days after such
      taking, notice terminating this Lease, except that Tenant may only terminate
      this Lease by reason of taking or appropriation, if such taking or appropriation
      shall be so substantial as to materially interfere with Tenant’s use and
      occupancy of the Premises. If neither party to this Lease shall so elect to
      terminate this Lease, the rental thereafter to be paid shall be adjusted on
      a
      fair and equitable basis under the circumstances. In addition to the rights
      of
      Landlord above, if any substantial part of the Building shall be taken or
      appropriated by any public or quasi-public authority under the power of eminent
      domain or conveyance in lieu thereof, and regardless of whether the Premises
      or
      any part thereof are so taken or appropriated, Landlord shall have the right,
      at
      its sole option, to terminate this Lease. Landlord shall be entitled to any
      and
      all income, rent, award, or any interest whatsoever in or upon any such sum,
      which may be paid or made in connection with any such public or quasi-public
      use
      or purpose, and Tenant hereby assigns to Landlord any interest it may have
      in or
      claim to all or any part of such sums, other than any separate award which
      may
      be made with respect to Tenant’s trade fixtures and moving expenses; Tenant
      shall make no claim for the value of any unexpired Term.




**24**
            **SALE
                BY
                LANDLORD.******




24.1In
      event of a sale or
      conveyance by Landlord of the Building, the same shall operate to release
      Landlord from any future liability upon any of the covenants or conditions,
      expressed or implied, contained in this Lease in favor of Tenant, and in such
      event Tenant agrees to look solely to the responsibility of the successor in
      interest of Landlord in and to this Lease. Except as set forth in this Article 24 ,
      this
      Lease shall not be affected by any such sale and Tenant agrees to attorn to
      the
      purchaser or assignee. If any security has been given by Tenant to secure the
      faithful performance of any of the covenants of this Lease, Landlord may
      transfer or deliver said security, as such, to Landlord’s successor in interest
      and thereupon Landlord shall be discharged from any further liability with
      regard to said security.




**25**
            **ESTOPPEL
                CERTIFICATES.******




25.1Within
      ten (10) days
      following any written request which Landlord may make from time to time, Tenant
      shall execute and deliver to Landlord or mortgagee or prospective mortgagee
      a
      sworn statement certifying: (a) the date of commencement of this Lease; (b)
      the
      fact that this Lease is unmodified and in full force and effect (or, if there
      have been modifications to this Lease, that this lease is in full force and
      effect, as modified, and stating the date and nature of such modifications);
      (c)
      the date to which the rent and other sums payable under this Lease have been
      paid; (d) the fact that there are no current defaults under this Lease by either
      Landlord or Tenant except as specified in Tenant’s statement; and (e) such other
      matters as may be requested by Landlord. Landlord and Tenant intend that any
      statement delivered pursuant to this Article 25 may be
      relied upon by any mortgagee, beneficiary or purchaser, and Tenant shall be
      liable for all loss, cost or expense resulting from the failure of any sale
      or
      funding of any loan caused by any material misstatement contained in such
      estoppel certificate. Tenant irrevocably agrees that if Tenant fails to execute
      and deliver such certificate within such ten (10) day period Landlord or
      Landlord’s beneficiary or agent may execute and deliver such certificate on
      Tenant’s behalf, and that such certificate shall be fully binding on
      Tenant.







**26**
            **SURRENDER
                OF
                PREMISES.**




26.1Tenant
      shall arrange to
      meet Landlord for two (2) joint inspections of the Premises, the first to occur
      at least thirty (30) days (but no more than sixty (60) days) before the last
      day
      of the Term, and the second to occur not later than forty-eight (48) hours
      after
      Tenant has vacated the Premises. In the event of Tenant’s failure to participate
      in either such inspection, Landlord’s inspection at or after Tenant’s vacating
      the Premises shall be conclusively deemed correct for purposes of determining
      Tenant’s responsibility for repairs and restoration.




26.2All
      alterations,
      additions, and improvements in, on, or to the Premises made or installed by
      or
      for Tenant, including carpeting (collectively, “ **Alterations** ”),
      shall
      be and remain the property of Tenant during the Term. Upon the expiration or
      sooner termination of the Term, all Alterations shall become a part of the
      realty and shall belong to Landlord without compensation, and title shall pass
      to Landlord under this Lease as by a bill of sale. At the end of the Term or
      any
      renewal of the Term or other sooner termination of this Lease, Tenant will
      peaceably deliver up to Landlord possession of the Premises, together with
      all
      Alterations by whomsoever made, in the same conditions received or first
      installed, broom clean and free of all debris, excepting only ordinary wear
      and
      tear and damage by fire or other casualty. Notwithstanding the foregoing, if
      Landlord elects by notice given to Tenant at least ten (10) days prior to
      expiration of the Term, Tenant shall, at Tenant’s sole cost, remove any
      Alterations, including carpeting, so designated by Landlord’s notice, and repair
      any damage caused by such removal. Tenant must, at Tenant’s sole cost, remove
      upon termination of this Lease, any and all of Tenant’s furniture, furnishings,
      movable partitions of less than full height from floor to ceiling and other
      trade fixtures and personal property (collectively, “ **Personalty** ”).
      Personalty not so removed shall be deemed abandoned by the Tenant and title
      to
      the same shall thereupon pass to Landlord under this Lease as by a bill of
      sale,
      but Tenant shall remain responsible for the cost of removal and disposal of
      such
      Personalty, as well as any damage caused by such removal. If there has been
      a
      monetary default by Tenant during the six (6) months preceding the expiration
      or
      earlier termination of this Lease, then in lieu of requiring Tenant to remove
      Alterations and Personalty and repair the Premises as aforesaid, Landlord may,
      by written notice to Tenant delivered at least thirty (30) days before the
      Termination Date, require Tenant to pay to Landlord, as additional rent
      hereunder, the cost of such removal and repair in an amount reasonably estimated
      by Landlord.




26.3All
      obligations of Tenant
      under this Lease not fully performed as of the expiration or earlier termination
      of the Term shall survive the expiration or earlier termination of the Term
      Upon
      the expiration or earlier termination of the Term, Tenant shall pay to Landlord
      the amount, as reasonably estimated by Landlord, necessary to repair and restore
      the Premises as provided in this Lease and/or to discharge Tenant’s obligation
      for unpaid amounts due or to become due to Landlord. All such amounts shall
      be
      used and held by Landlord for payment of such obligations of Tenant, with Tenant
      being liable for any additional costs upon demand by Landlord, or with any
      excess to be returned to Tenant after all such obligations have been determined
      and satisfied. Any otherwise unused Security Deposit shall be credited against
      the amount payable by Tenant under this Lease.




**27**
            **NOTICES.******




27.1Any
      notice or document
      required or permitted to be delivered under this Lease shall be addressed to
      the
      intended recipient, by fully prepaid registered or certified United States
      Mail
      return receipt requested, or by reputable independent contract delivery service
      furnishing a written record of attempted or actual delivery, and shall be deemed
      to be delivered when tendered for delivery to the addressee at its address
      set
      forth on the Reference Pages, or at such other address as it has then last
      specified by written notice delivered in accordance with this Article 27 ,
      or if
      to Tenant at either its aforesaid address or its last known registered office
      or
      home of a general partner or individual owner, whether or not actually accepted
      or received by the addressee. Any such notice or document may also be personally
      delivered if a receipt is signed by and received from, the individual, if any,
      named in Tenant’s Notice Address. Service
      of process upon Landlord shall be served upon Landlord’s Registered Agent for
      Service of Process, as designated on the Reference Pages, with a copy (which
      shall not constitute notice) to Landlord at Landlord’s Address as set forth on
      the Reference Pages.







**28**
            **TAXES
                PAYABLE BY TENANT.******




28.1In
      addition to rent and
      other charges to be paid by Tenant under this Lease, Tenant shall reimburse
      to
      Landlord, upon demand, any and all taxes payable by Landlord (other than net
      income taxes, franchise taxes, recordation taxes or transfer taxes) whether
      or
      not now customary or within the contemplation of the parties to this Lease:
      (a)
      upon, allocable to, or measured by or on the gross or net rent payable under
      this Lease, including without limitation any gross income tax or excise tax
      levied by the State, any political subdivision thereof, or the Federal
      Government with respect to the receipt of such rent; (b) upon or with respect
      to
      the possession, leasing, operation, management, maintenance, alteration, repair,
      use or occupancy of the Premises or any portion thereof, including any sales,
      use or service tax imposed as a result thereof; (c) upon or measured by the
      Tenant’s gross receipts or payroll or the value of Tenant’s equipment,
      furniture, fixtures and other personal property of Tenant or leasehold
      improvements, alterations or additions located in the Premises; or (d) upon
      this
      transaction or any document to which Tenant is a party creating or transferring
      any interest of Tenant in this Lease or the Premises. In addition to the
      foregoing, Tenant agrees to pay, before delinquency, any and all taxes levied
      or
      assessed against Tenant by a taxing authority and which become payable by Tenant
      during the term hereof upon Tenant’s equipment, furniture, fixtures and other
      personal property of Tenant located in the Premises.




**29**
            **INTENTIONALLY
                OMITTED.**




**30**
            **DEFINED
                TERMS AND HEADINGS.******




30.1The
      Article headings
      shown in this Lease are for convenience of reference and shall in no way define,
      increase, limit or describe the scope or intent of any provision of this Lease.
      Any indemnification or insurance of Landlord shall apply to and inure to the
      benefit of all the following “ **Landlord
      Entities** ”,
      being
      Landlord, Landlord’s investment manager, and the trustees, boards of directors,
      officers, general partners, beneficiaries, stockholders, employees and agents
      of
      each of them. Any option granted to Landlord shall also include or be
      exercisable by Landlord’s trustee, beneficiary, agents and employees, as the
      case may be. In any case where this Lease is signed by more than one person,
      the
      obligations under this Lease shall be joint and several. The terms “ **Tenant** ”
and
      “ **Landlord** ”
or
      any
      pronoun used in place thereof shall indicate and include the masculine or
      feminine, the singular or plural number, individuals, firms or corporations,
      and
      their and each of their respective successors, executors, administrators and
      permitted assigns, according to the context hereof. The term “ **rentable
      area** ”
shall
      mean the rentable area of the Premises or the Building as calculated by the
      Landlord on the basis of the plans and specifications of the Building including
      a proportionate share of any common areas. Tenant hereby accepts and agrees
      to
      be bound by the figures for the rentable square footage of the Premises and
      Tenant’s Proportionate Share shown on the Reference Pages; however, Landlord may
      adjust either or both figures if there is manifest error, addition or
      subtraction to the Building or any business park or complex of which the
      Building is a part, remeasurement or other circumstance reasonably justifying
      adjustment. The term “ **Building** ”
refers
      to the structure in which the Premises are located and the common areas (parking
      lots, sidewalks, landscaping, etc.) appurtenant thereto. If the Building is
      part
      of a larger complex of structures, the term “ **Building** ”
may
      include the entire complex, where appropriate (such as shared Expenses,
      Insurance Costs or Taxes) and subject to Landlord’s reasonable
      discretion.




**31**
            **TENANT’S
                AUTHORITY.******




31.1If
      Tenant signs as a
      corporation, partnership, trust or other legal entity each of the persons
      executing this Lease on behalf of Tenant represents and warrants that Tenant
      has
      been and is qualified to do business in the state in which the Building is
      located, that the entity has full right and authority to enter into this Lease,
      and that all persons signing on behalf of the entity were authorized to do
      so by
      appropriate actions. Tenant agrees to deliver to Landlord, simultaneously with
      the delivery of this Lease, a corporate resolution, proof of due authorization
      by partners, opinion of counsel or other appropriate documentation reasonably
      acceptable to Landlord evidencing the due authorization of Tenant to enter
      into
      this Lease.







**32**
            **FINANCIAL
                STATEMENTS AND CREDIT REPORTS.**




32.1At
      Landlord’s request and
      so long as the Tenant is not a corporation, the voting stock of which is listed
      on a nationally-recognized securities exchange as defined in the Securities
      Exchange Act of 1934, as amended or superseded, Tenant shall deliver to Landlord
      a copy, certified by an officer of Tenant as being a true and correct copy,
      of
      Tenant’s most recent audited financial statement, or, if unaudited, certified by
      Tenant’s chief financial officer as being true, complete and correct in all
      material respects. Tenant hereby authorizes Landlord to obtain one or more
      credit reports on Tenant at any time, and shall execute such further
      authorizations as Landlord may reasonably require in order to obtain a credit
      report.




**33**
            **COMMISSIONS.******




33.1Each
      of the parties
      represents and warrants to the other that it has not dealt with any broker
      or
      finder in connection with this Lease, except as described on the Reference
      Pages. Each
      party hereby agrees to indemnify, defend and hold the other party harmless
      from
      and against any claims by a broker or finder relating to such party’s breach or
      alleged breach of the foregoing representation or warranty. Landlord
      agrees to pay the Broker identified on the Reference Pages of this Lease in
      accordance with the terms of a separate agreement entered into with such
      Broker.




**34**
            **TIME
                AND APPLICABLE LAW.******




34.1Time
      is of the essence of
      this Lease and all of its provisions. This Lease shall in all respects be
      governed by the laws of the state in which the Building is located.




**35**
            **SUCCESSORS
                AND
                ASSIGNS.******




35.1Subject
      to the provisions
      of Article 9 ,
      the
      terms, covenants and conditions contained in this Lease shall be binding upon
      and inure to the benefit of the heirs, successors, executors, administrators
      and
      assigns of the parties to this Lease.




**36**
            **ENTIRE
                AGREEMENT.******




36.1This
      Lease, together with
      its exhibits, contains all agreements of the parties to this Lease and
      supersedes any previous negotiations. There have been no representations made
      by
      the Landlord or any of its representatives or understandings made between the
      parties other than those set forth in this Lease and its exhibits. This Lease
      may not be modified except by a written instrument duly executed by the parties
      to this Lease.




**37**
            **EXAMINATION
                NOT
                OPTION.******




37.1    Submission
      of this Lease shall not be deemed to be a reservation of the Premises. Landlord
      shall not be bound by this Lease until it has received a copy of this Lease
      duly
      executed by Tenant and has delivered to Tenant a copy of this Lease duly
      executed by Landlord, and until such delivery Landlord reserves the right to
      exhibit and lease the Premises to other prospective tenants. Notwithstanding
      anything contained in this Lease to the contrary, Landlord may withhold delivery
      of possession of the Premises from Tenant until such time as Tenant has paid
      to
      Landlord any security deposit required by Article 4, the first month’s rent as
      set forth in Article 3 and any sum owed pursuant to this Lease and provided
      to
      Landlord such other items required under this Lease, including, but not limited
      to evidence of adequate insurance and evidence of authority of Tenant to enter
      into this transaction.







**38**
            **RECORDATION.******




38.1Tenant
      shall not record
      or register this Lease or a short form memorandum hereof without the prior
      written consent of Landlord, and then shall pay all charges and taxes incident
      such recording or registration.




**39**
            **PARKING.******




39.1During
      the Term of this
      Lease, provided that Tenant timely pays the fee therefor, Tenant shall have
      the
      privilege to use up to thirty-six (36) unreserved, surface parking spaces and
      up
      to sixteen (16) unreserved, covered parking spaces (collectively, the
“ **Parking
      Spaces** ,”
      singularly, a “ **Parking
      Space** ”)
      in the
      parking facility for the Building at the prevailing market rate for such spaces
      (the “ **Monthly
      Parking Rate** ”).
      Such
      fee shall constitute additional rent under this Lease. The current rate for
      a
      Parking Space is Twenty and 00/100 Dollars ($20.00) per space per month, subject
      to change at any time and from time to time.




39.1.1Notwithstanding
      the foregoing,
      provided that there shall not exist any Event of Default, and no event exists
      which by notice and/or the passage of time would constitute an Event of Default
      if not cured within the applicable cure period provided under this Lease,
      following the Commencement Date the Monthly Parking Rate shall be abated for
      the
      initial Term of this Lease. Nothing in this Section 39.1.1, however, shall
      be
      interpreted to except or excuse Tenant from any additional rent or other amounts
      due under this Lease to Landlord.




39.2As
      used in this Article
      39, “ **Landlord** ”
shall
      be deemed to include an independent parking facility operator contracted by
      Landlord to operate the Building’s parking facility, if any. Tenant acknowledges
      that Landlord may at some time establish a standard license agreement (the
      “ **Parking
      License Agreement** ”)
      with
      respect to the use of parking spaces. Tenant, upon request of Landlord, shall
      enter into such Parking License Agreements with Landlord provided that such
      agreement does not materially alter the rights of Tenant hereunder with respect
      to the parking spaces. No deductions or allowances shall be made for days when
      Tenant or any of its employees does not utilize the parking facilities or for
      Tenant utilizing less than all of the Parking Spaces. Tenant shall not assign
      or
      sublease any of the Parking Spaces without the consent of Landlord. Furthermore,
      Tenant agrees that it and its employees shall observe reasonable safety
      precautions in the use of the Building’s parking facility, and shall at all
      times abide by all rules and regulations promulgated by Landlord governing
      the
      use of the Building’s parking facility. Except for claims due to Landlord’s
      gross negligence or willful misconduct, it is understood and agreed that
      Landlord does not assume any responsibility for, and Tenant hereby expressly
      releases and discharges Landlord and Landlord Entity from any liability, and
      hereby waives any claim against Landlord and Landlord Entity, for any damage
      or
      loss to any automobiles parked in the parking facility or to any personal
      property located therein, or for any injury sustained by any person in or about
      the parking facility. Landlord shall have the right to temporarily close the
      Building parking facility or certain areas therein in order to perform necessary
      repairs, maintenance and improvements to the Building parking facility or the
      Building; provided, however, that (except in the case of emergency) Landlord
      shall provide reasonable advance notice of such closure to Tenant. Tenant shall
      not store any automobiles in the Building parking facility without the prior
      written consent of Landlord. Except for emergency repairs, Tenant shall not
      perform any work on any automobiles while located in the Building parking
      facility.




40
            **LIMITATION
                OF
                LANDLORD’S LIABILITY.******




40.1Redress
      for any claim
      against Landlord under this Lease shall be limited to and enforceable only
      against and to the extent of Landlord’s interest in the Building. The
      obligations of Landlord under this Lease are not intended to be and shall not
      be
      personally binding on, nor shall any resort be had to the private properties
      of,
      any of its or its investment manager’s trustees, directors, officers, partners,
      beneficiaries, members, stockholders, employees, or agents, and in no case
      shall
      Landlord be liable to Tenant hereunder for any lost profits, damage to business,
      or any form of special, indirect or consequential damages.




**[SIGNATURES
      CONTAINED ON NEXT PAGE]**








**WITNESS:**
              
              
              
              
              
              
              
              
              
              By:
                /s/ Patricia Webel
              Name:
                Patricia Webel
              Title:
                Property Manager
            **LANDLORD:**
              
              TMT
                RESTON I & II, INC.,
              a
                Delaware corporation
              
              
              By:RREEF
                Management Company,
              a
                Delaware corporation
              
              
              By:
                /s/ Patrick N. Connell
              Name:
                Patrick N. Connell
              Title:
                Vice President / Regional Director
              Dated:
                9-26-05**ATTEST:**
              
              
              
              By:
                /s/ Craig H. Pizer
              Name:
                Craig H. Pizer
              Title:
                Associste General Counsel - Assistant Secretary
              
              
              [Corporate
                Seal]
            **TENANT:**
              
              TALK
                AMERICA INC.
              a
                Pennsylvania corporation
              
              By:
                Aloysius T. Lawn IV
              Name:
                Aloysius T. Lawn IV
              Title:
                Executive Vice-President - General Counsel
              Dated:
                9-19-05











**EXHIBIT
      A - FLOOR PLAN DEPICTING THE PREMISES**







attached
      to and made a part of Lease bearing the


Lease
      Reference Date of 2/28/2006 between


TMT
      Reston I & II, Inc., as Landlord and


Talk
      America Inc., as Tenant








Exhibits
      A, A-1 and A-2 are intended only to show the general layout of the Premises
      as
      of the beginning of the Term of this Lease. They do not in any way supersede
      any
      of Landlord’s rights set forth in Article 17 with
      respect to arrangements and/or locations of public parts of the Building and
      changes in such arrangements and/or locations. They are not to be scaled; any
      measurements or distances shown should be taken as approximate.


















**EXHIBIT
      A-1 - SITE PLAN**







attached
      to and made a part of Lease bearing the


Lease
      Reference Date of 2/28/2006 between


TMT
      Reston I & II, Inc., as Landlord and


Talk
      America Inc., as Tenant














**EXHIBIT
      A-2 - EXPANSION SPACE**







attached
      to and made a part of Lease bearing the


Lease
      Reference Date of 2/28/2006 between


TMT
      Reston I & II, Inc., as Landlord and


Talk
      America Inc., as Tenant

























**EXHIBIT
      B - INITIAL ALTERATIONS**







attached
      to and made a part of Lease bearing the


Lease
      Reference Date of 2/28/2006 between


TMT
      Reston I & II, Inc., as Landlord and


Talk
      America Holdings, Inc., as Tenant







1.  Landlord
      and Tenant hereby approve the Project Schedule attached as Exhibit
      B-1.




2.  Tenant
      shall cause its architect and engineer, at its sole expense, to complete all
      drawings, plans and specifications necessary for the construction of Tenant’s
      leasehold improvements to be located in the Premises (“ **Tenant’s
      Improvements** ”),
      including but not limited to, MEP working drawings as required for the
      permitting and construction of the Premises. Tenant’s architect and engineer
      shall be subject to Landlord’s reasonable approval; provided, however, Landlord
      hereby approves KTA Group, Inc. as Tenant’s architect and engineer. Landlord
      shall provide Tenant with all existing architectural, mechanical, electrical
      and
      plumbing plans for the Premises, including any plans in Landlord’s possession
      that were completed on behalf of prior tenants. All of Tenant’s Improvements and
      the related drawings, plans and specifications shall comply with applicable
      laws, shall be suitable for obtaining all necessary construction permits and
      shall be submitted to Landlord for Landlord’s approval (upon approval by
      Landlord, the “ **Final
      Plans** ”).
      Such
      approval of Landlord shall not be unreasonably withheld, conditioned or delayed
      (except with respect to matters affecting the base Building structure or
      systems, for which Landlord’s approval may be granted in Landlord’s sole and
      absolute discretion). Landlord shall approve or disapprove the drawings, plans
      and specifications for Tenant’s Improvements in accordance with the Project
      Schedule and Tenant shall cause any required revisions to be made. Any revisions
      to drawings, plans and specifications made pursuant to this paragraph shall
      be
      made at Tenant’s expense. If Landlord shall retain design professionals to
      assist Landlord in evaluating Tenant’s drawings, plans or specifications for the
      Premises pursuant to this Paragraph 2, such services and related reasonable
      fees
      and expenses shall be at Tenant’s expense.




3.  Tenant
      shall cause its own contractor to construct Tenant’s Improvements. Tenant’s
      contractor shall be approved by Landlord, such approval not to be unreasonably
      withheld, conditioned or delayed subject to the following
      conditions:







(a)  Tenant
      shall indemnify, defend (with counsel reasonably acceptable to Landlord), and
      hold harmless Landlord, Landlord’s managing agent, Landlord’s affiliates, and
      Landlord’s invitees from and against any all losses, damages, costs (including
      costs of suits and attorneys’ fees), liabilities or causes of action arising out
      of or relating to Tenant’s Improvements, including but not limited to
      mechanic’s, materialman’s or other liens or claims (and all costs or expenses
      associated therewith) asserted, filed or arising out of any such work. Without
      limiting the generality of the foregoing, Tenant shall repair or cause to be
      repaired at its expense all damage caused by its contractor and Tenant shall
      reimburse Landlord for all reasonable costs incurred by Landlord to repair
      any
      damage caused by Tenant’s contractor. All parties contracting with Tenant to
      furnish labor, services, materials, suppliers or equipment with respect to
      the
      Premises shall look solely to Tenant for payment of same and Tenant’s purchase
      orders and contracts shall state this requirement.





(b)  Tenant's
      contract with any contractor with whom Tenant contracts with respect to Tenant's
      Improvements shall include (i) a provision requiring such contractor to keep
      the
      Premises, the Building and appurtenant land and Tenant's leasehold interest
      in
      the Premises free from any liens arising out of any work performed with respect
      to Tenant's Improvements; (ii) an express waiver of any rights the contractor,
      any subcontractor or any materials supplier may have to claim a mechanic's,
      materialman's or other lien or claim arising out of any work performed with
      respect to Tenant's Improvements; and (iii) a provision requiring such
      contractor to indemnify, defend (with counsel reasonably acceptable to Landlord)
      and hold harmless Landlord, Landlord’s managing agent, Landlord’s affiliates,
      and Landlord’s invitees from and against any and all losses, damages, costs
      (including costs of suits and attorneys' fees), liabilities or causes of action
      arising out of or relating to Tenant's Improvements, including but not limited
      to mechanic's, materialman's or other liens or claims (and all costs or expenses
      associated therewith) asserted, filed or arising out of any work performed
      with
      respect to Tenant's Improvements. Tenant shall provide Landlord with final
      unconditional lien waivers from each contractor with whom Tenant has contracted
      with respect to Tenant’s Improvements upon final completion of Tenant’s
      Improvements.





(c)  Tenant’s
      contractor shall conduct its work in such a manner so as not to unreasonably
      interfere with any construction occurring in the Building, or to disrupt any
      tenant’s business in the Building and shall comply with Landlord’s rules and
      regulations applicable to all work being performed in the Building. Landlord
      shall use commercially reasonable efforts to provide access to the Building
      and
      necessary Building systems in order for Tenant to perform its work; provided,
      however, Landlord need not open the Building outside of normal Business Hours
      and Landlord shall not incur any third party costs related thereto.





(d)  Tenant’s
      contractor shall maintain such insurance, including but not limited to Builder’s
      all-risk insurance, and bonds in full force and effect as may be reasonably
      requested by Landlord or as required by applicable law, and all such insurance
      shall be with a carrier and in a form acceptable to Landlord. Landlord shall
      not
      be responsible for the storage of Tenant’s materials or Tenant’s
      Improvements.








4.  Provided
      that no uncured default exists under the Lease, and no event exists which,
      with
      the giving of notice and passage of time or both would constitute a default,
      Landlord covenants and agrees that Landlord will contribute to Tenant an amount
      of $12.00 per rentable square foot of the Premises (“ **Landlord’s
      Allowance** ”)
      to be
      applied solely toward: (i) any required construction, demolition, architectural,
      wiring, engineering, and design costs and (ii) costs of obtaining required
      permits or other governmental approvals necessary for Tenant’s Improvements;
      provided, however, up to twenty percent (20%) of Landlord’s Allowance shall, at
      Tenant’s election, be applied toward the costs of purchasing and installing
      supplemental HVAC equipment, furniture and fixtures in the Premises or credited
      against Annual Rent. Landlord shall disburse Landlord’s Allowance directly to
      Tenant to be applied towards the cost of constructing Tenant’s Improvements,
      upon satisfaction of the following payment conditions: (a) as to construction,
      design and engineering costs, Landlord receives evidence of payment by Tenant
      of
      invoices approved by Tenant and Tenant’s architect or engineer and which are
      reasonably acceptable to Landlord; (b) as to permits or other governmental
      approvals necessary for Tenant’s Improvements, Landlord receives paid receipts
      and evidence that such permits or other governmental approvals have been issued
      by the applicable governmental authority (collectively, the foregoing constitute
      the “Payment Conditions”); and (c) as to supplemental HVAC equipment, furniture
      and fixtures, Landlord receives paid receipts and evidence that such items
      have
      been installed within the Premises and/or Building. Moreover, prior to each
      such
      payment by Landlord, the following conditions also shall be satisfied: (i)
      receipt by Landlord of invoices and/or applications for payment recovering
      all
      labor and materials expended and used and subject to a ten percent (10%)
      retainage until completion of all Tenant’s Improvements, (ii) architect’s and
      general contractor’s percentage of completion affidavits certifying that the
      work covered by such invoice and/or application for payment is complete and
      in
      place, in form acceptable to Landlord in its sole discretion, (iii) partial
      lien
      waivers covering work with respect to which any materialman or contractor was
      previously paid pursuant to an earlier payment by Landlord (and final
      unconditional lien waivers with respect to final contract payments upon final
      completion of Tenant’s Improvements) in form acceptable to Landlord in its sole
      discretion; (iv) as-built plans (upon final completion) covering all
      architectural work and mechanical, electrical, plumbing and structural
      engineering, (v) certification at Tenant’s expense of Tenant’s architect (or
      Landlord’s architect if Tenant has not retained an architect) that the portion
      of the Tenant’s Improvements for which payment is being sought has been
      installed in a good and workmanlike manner in accordance with approved plans
      and
      applicable codes and ordinances, and (vi) with respect to final payment and
      release of retainage, any licenses or permits required by any applicable
      governmental authority for Tenant’s legal occupancy of the Premises and use of
      the equipment installed therein. Landlord need not pay Tenant for such charges
      more frequently than one (1) time per month. In no event shall any portion
      of
      Landlord’s Allowance be disbursed if Tenant is in default (or will be in default
      upon notice and/or lapse of time) under the Lease. Tenant shall cause all costs
      with respect to Tenant’s Improvements to be timely paid by Tenant, subject to
      reimbursement by Landlord of the Landlord’s Allowance. Payments to Tenant’s
      contractor are to be made in full within thirty (30) days of substantial
      completion of Tenant’s Improvements, subject to Tenant’s withholding ten percent
      (10%) retainage until completion of all Tenant’s Improvements as provided above.
      Tenant shall use Landlord’s Allowance within twelve (12) months following the
      full execution of the Lease or the commencement of construction, whichever
      is
      earlier. The costs of any improvements above the foregoing Landlord’s Allowance
      remaining after payment of (x) the construction costs related to the Tenant’s
      Improvements and (y) such other costs as described above, shall be paid for
      solely by Tenant.




5.  All
      payments to Landlord pursuant to this Work Agreement shall constitute additional
      rent under the Lease, and in the event of nonpayment thereof by Tenant, Landlord
      shall have all of the rights and remedies set forth in the Lease.




6.  Any
      delay
      in Tenant’s contractor’s completion of Tenant’s Improvements caused by Landlord
      Delay (as hereinafter defined) shall result in a day-for day extension of the
      Commencement Date, except to the extent attributable to Tenant. As used herein,
      the term “ **Landlord
      Delay** ”
shall
      mean any actual, incremental delays to the extent resulting from (i) Landlord’s
      failure to make decisions or take actions in accordance with the Project
      Schedule or (ii) performance or completion by a party employed by Landlord.
      Notwithstanding anything to the contrary contained herein, Tenant shall notify
      Landlord within five (5) days after discovering any act or failure to act by
      Landlord that could cause a Landlord Delay, or Tenant shall waive any
      right
      to claim Landlord Delay for such act or failure to act.





**EXHIBIT
      B-1 - PROJECT SCHEDULE**







attached
      to and made a part of Lease bearing the


Lease
      Reference Date of 2/28/2006 between


TMT
      Reston I & II, Inc., as Landlord and


Talk
      America Holdings, Inc., as Tenant





Landlord
      and Tenant agree to the following schedule of obligations with respect to
      Tenant’s Improvements.


**Timing**(a)
                On or before [INSERT DATE]
            Tenant
                to submit its space plan for the Premises to Landlord for Landlord's
                review and approval, not to be unreasonably withheld, conditioned
                or
                delayed.(b)
                On or before 5 business days after Landlord's receipt of the space
                plan
            Landlord
                to approve or disapprove the space plan.(c)
                On or before 5 business days after Landlord's receipt of Tenant's
                plans
                and, if applicable, the MEP plans.
            Landlord
                to approve or disapprove the proposed plans and, if applicable, MEP
                plans
                (upon such approval, the “Final Plans”).(d)
                On or before 5 business days after Landlord's approval of the revised
                Final Plans.
            Landlord
                and Tenant to agree upon general contractors to submit bids.(e)
                On or before 5 business days from receipt of contractor's pricing.
            Tenant
                to review, negotiate (with Landlord's assistance), and approve all
                pricing, as the same may be adjusted, and Landlord to approve or
                disapprove any changes to the Final Plans.(f)
                Upon Landlord's approval of Tenant’s contractor and any changes to the
                Final Plans, and, if applicable, Tenant's delivery to Landlord of
                the T.I.
                Shortfall.
            Tenant
                to engage Tenant's contractor to commence construction of the Tenant's
                Improvements.







**EXHIBIT
      C - COMMENCEMENT DATE MEMORANDUM**







attached
      to and made a part of Lease bearing the


Lease
      Reference Date of 2/28/2006 between


TMT
      Reston I & II, Inc., as Landlord and


Talk
      America Inc., as Tenant





**COMMENCEMENT
      DATE MEMORANDUM**





THIS
      MEMORANDUM, made as of __________, 20__, by and between TMT Reston I & II,
      Inc., a Delaware corporation (“ **Landlord** ”)
      and
      Talk America Inc., a Pennsylvania corporation (“ **Tenant** ”).




Recitals :




A.  Landlord
      and Tenant are parties to that certain Lease, dated for reference _________,
      20__ (the “ **Lease** ”)
      for
      certain premises (the “ **Premises** ”)
      consisting of approximately ________ square feet at the building commonly known
      as Reston Plaza II located at 12020 Sunrise Valley Drive, Reston, VA
      20191.




B.  Tenant
      is
      in possession of the Premises and the Term of the Lease has
      commenced.




C.  Landlord
      and Tenant desire to enter into this Memorandum confirming the Commencement
      Date, the Termination Date and other matters under the Lease.




NOW,
      THEREFORE, Landlord and Tenant agree as follows:




1.  The
      actual Commencement Date is ________________.




2.  The
      actual Termination Date is ____________________.




3.  The
      schedule of the Annual Rent and the Monthly Installment of Rent set forth on
      the
      Reference Pages is deleted in its entirety, and the following is substituted
      therefor:




***[insert
      rent schedule]***





4.  Capitalized
      terms not defined herein shall have the same meaning as set forth in the
      Lease.







IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      as
      of the date and year first above written.









**WITNESS:**
              
              
              
              
              
              
              
              
              
              By:____________________________
              Name:
              Title:
            **LANDLORD:**
              
              TMT
                RESTON I & II, INC.,
              a
                Delaware corporation
              
              
              By:RREEF
                Management Company,
              a
                Delaware corporation
              
              
              By:___________________________
              Name:
                Patrick N. Connell
              Title:
                Vice President / Regional Director
              Dated:________________________**ATTEST:**
              
              
              
              By:_____________________________
              Name:
              Title:
              
              
              [Corporate
                Seal]
            **TENANT:**
              
              TALK
                AMERICA INC.,
              a
                Pennsylvania corporation
              
              By:______________________________
              Name:
              Title:
              Dated:________________________










**EXHIBIT
      D - RULES AND REGULATIONS**







attached
      to and made a part of Lease bearing the


Lease
      Reference Date of 2/28/2006 between


TMT
      Reston I & II, Inc., as Landlord and


Talk
      America Holdings, Inc., as Tenant





1.
            No
                sign, placard, picture, advertisement, name or notice shall be installed
                or displayed on any part of the outside or inside of the Building
                without
                the prior written consent of the Landlord. Landlord shall have the
                right
                to remove, at Tenant’s expense and without notice, any sign installed or
                displayed in violation of this rule. All approved signs or lettering
                on
                doors and walls shall be printed, painted, affixed or inscribed at
                Tenant’s expense by a vendor designated or approved by Landlord. In
                addition, Landlord reserves the right to change from time to time
                the
                format of the signs or lettering and to require previously approved
                signs
                or lettering to be appropriately
                altered.




2.  If
      Landlord objects in writing to any curtains, blinds, shades or screens attached
      to or hung in or used in connection with any window or door of the Premises,
      Tenant shall immediately discontinue such use. No awning shall be permitted
      on
      any part of the Premises. Tenant shall not place anything or allow anything
      to
      be placed against or near any glass partitions or doors or windows which may
      appear unsightly, in the opinion of Landlord, from outside the
      Premises.




3.  Tenant
      shall not obstruct any sidewalks, halls, passages, exits, entrances, elevators,
      or stairways of the Building. No tenant and no employee or invitee of any tenant
      shall go upon the roof of the Building.




4.  Any
      directory of the Building, if provided, will be exclusively for the display
      of
      the name and location of tenants only and Landlord reserves the right to exclude
      any other names. Landlord reserves the right to charge for Tenant’s directory
      listing.




5.  All
      cleaning and janitorial services for the Building and the Premises shall be
      provided exclusively through Landlord. Tenant shall not cause any unnecessary
      labor by carelessness or indifference to the good order and cleanliness of
      the
      Premises. Landlord shall not in any way be responsible to any Tenant for any
      loss of property on the Premises, however occurring, or for any damage to any
      Tenant’s property by the janitor or any other employee or any other
      person.




6.  The
      toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be
      used
      for any purpose other than that for which they were constructed. No foreign
      substance of any kind whatsoever shall be thrown into any of them, and the
      expense of any breakage, stoppage or damage resulting from the violation of
      this
      rule shall be borne by the Tenant who, or whose employees or invitees, shall
      have caused it.




7.  Tenant
      shall store all its trash and garbage within its Premises. Tenant shall not
      place in any trash box or receptacle any material which cannot be disposed
      of in
      the ordinary and customary manner of trash and garbage disposal. All garbage
      and
      refuse disposal shall be made in accordance with directions issued from time
      to
      time by Landlord. Tenant will comply with any and all recycling procedures
      designated by Landlord.




8.  Landlord
      will furnish Tenant two (2) keys free of charge to each door in the Premises
      that has a passage way lock. Landlord may charge Tenant a reasonable amount
      for
      any additional keys, and Tenant shall not make or have made additional keys
      on
      its own. Tenant shall not alter any lock or install a new or additional lock
      or
      bolt on any door of its Premises. Tenant, upon the termination of its tenancy,
      shall deliver to Landlord the keys of all doors which have been furnished to
      Tenant, and in the event of loss of any keys so furnished, shall pay Landlord
      therefor.




9.  If
      Tenant
      requires telephone, data, burglar alarm or similar service, the cost of
      purchasing, installing and maintaining such service shall be borne solely by
      Tenant. No boring or cutting for wires will be allowed without the prior written
      consent of Landlord, not to be unreasonably withheld, conditioned or
      delayed.




10.  No
      equipment, materials, furniture, packages, bulk supplies, merchandise or other
      property will be received in the Building or carried in the elevators except
      between such hours and in such elevators as may be designated by Landlord.
      The
      persons employed to move such equipment or materials in or out of the Building
      must be acceptable to Landlord.




11.  Tenant
      shall not place a load upon any floor which exceeds the load per square foot
      which such floor was designed to carry and which is allowed by law. Heavy
      objects shall stand on such platforms as determined by Landlord to be necessary
      to properly distribute the weight. Business machines and mechanical equipment
      belonging to Tenant which cause noise or vibration that may be transmitted
      to
      the structure of the Building or to any space in the Building to such a degree
      as to be objectionable to Landlord or to any tenants shall be placed and
      maintained by Tenant, at Tenant’s expense, on vibration eliminators or other
      devices sufficient to eliminate the noise or vibration. Landlord will not be
      responsible for loss of or damage to any such equipment or other property from
      any cause, and all damage done to the Building by maintaining or moving such
      equipment or other property shall be repaired at the expense of
      Tenant.




12.  Landlord
      shall in all cases retain the right to control and prevent access to the
      Building of all persons whose presence in the judgment of Landlord would be
      prejudicial to the safety, character, reputation or interests of the Building
      and its tenants, provided that nothing contained in this rule shall be construed
      to prevent such access to persons with whom any tenant normally deals in the
      ordinary course of its business, unless such persons are engaged in illegal
      activities. Landlord reserves the right to exclude from the Building between
      the
      hours of 6 p.m. and 7 a.m. the following day, or such other hours as may be
      established from time to time by Landlord, and on Sundays and legal holidays,
      any person unless that person is known to the person or employee in charge
      of
      the Building and has a pass or is properly identified. Tenant shall be
      responsible for all persons for whom it requests passes and shall be liable
      to
      Landlord for all acts of such persons. Landlord shall not be liable for damages
      for any error with regard to the admission to or exclusion from the Building
      of
      any person.




13.  Tenant
      shall not use any method of heating or air conditioning other than that supplied
      or approved in writing by Landlord, such approval not to be unreasonably
      withheld, conditioned or delayed. Any such existing equipment which was
      previously approved by Landlord under the Prior Lease is automatically approved
      under this Lease.




14.  Tenant
      shall not waste electricity, water or air conditioning. Tenant shall keep
      corridor doors closed. Tenant shall close and lock the doors of its Premises
      and
      entirely shut off all water faucets or other water apparatus and electricity,
      gas or air outlets before Tenant and its employees leave the Premises. Tenant
      shall be responsible for any damage or injuries sustained by other tenants
      or
      occupants of the Building or by Landlord for noncompliance with this
      rule.




15.  Tenant
      shall not install any radio or television antenna, satellite dish, loudspeaker
      or other device on the roof or exterior walls of the Building without Landlord’s
      prior written consent, which consent may be withheld in Landlord’s sole
      discretion, and which consent may in any event be conditioned upon Tenant’s
      execution of Landlord’s standard form of license agreement. Tenant shall be
      responsible for any interference caused by such installation. Any such existing
      equipment which was previously approved by Landlord under the Prior Lease is
      automatically approved under this Lease.




16.  Tenant
      shall not mark, drive nails, screw or drill into the partitions, woodwork,
      plaster, or drywall (except for pictures, tackboards and similar office uses)
      or
      in any way deface the Premises. Tenant shall not cut or bore holes for wires.
      Tenant shall not affix any floor covering to the floor of the Premises in any
      manner except as approved by Landlord, such consent not to be unreasonably
      withheld, conditioned or delayed. Tenant shall repair any damage resulting
      from
      noncompliance with this rule.




17.  Tenant
      shall not install, maintain or operate upon the Premises any vending machine
      without Landlord’s prior written consent, except that Tenant may install food
      and drink vending machines solely for the convenience of its employees. Any
      existing machines previously approved by Landlord under the Prior Lease are
      automatically approved under this Lease.




18.  No
      cooking shall be done or permitted by Tenant on the Premises, except that
      Underwriters’ Laboratory approved microwave ovens or equipment for brewing
      coffee, tea, hot chocolate and similar beverages shall be permitted provided
      that such equipment and use is in accordance with all applicable federal, state
      and city laws, codes, ordinances, rules and regulations.




19.  Tenant
      shall not use in any space or in the public halls of the Building any hand
      trucks except those equipped with the rubber tires and side guards or such
      other
      material-handling equipment as Landlord may approve. Tenant shall not bring
      any
      other vehicles of any kind into the Building.




20.  Tenant
      shall not permit any motor vehicles to be washed or mechanical work or
      maintenance of motor vehicles to be performed in any parking lot.




21.  Tenant
      shall not use the name of the Building or any photograph or likeness of the
      Building in connection with or in promoting or advertising Tenant’s business,
      except that Tenant may include the Building name in Tenant’s address. Landlord
      shall have the right, exercisable with notice and without liability to any
      tenant, to change the name and address of the Building.




22.  Tenant
      requests for services must be submitted to the Building office by an authorized
      individual. Employees of Landlord shall not perform any work or do anything
      outside of their regular duties unless under special instruction from Landlord,
      and no employee of Landlord will admit any person (Tenant or otherwise) to
      any
      office without specific instructions from Landlord.




23.  Tenant
      shall not permit smoking or carrying of lighted cigarettes or cigars other
      than
      in areas designated by Landlord as smoking areas.




24.  Canvassing,
      soliciting, distribution of handbills or any other written material in the
      Building is prohibited and each tenant shall cooperate to prevent the same.
      No
      tenant shall solicit business from other tenants or permit the sale of any
      good
      or merchandise in the Building without the written consent of
      Landlord.




25.  Tenant
      shall not permit any animals other than service animals, e.g. seeing-eye dogs,
      to be brought or kept in or about the Premises or any common area of the
      Building.




26.  These
      Rules and Regulations are in addition to, and shall not be construed to in
      any
      way modify or amend, in whole or in part, the terms, covenants, agreements
      and
      conditions of any lease of any premises in the Building. Landlord may waive
      any
      one or more of these Rules and Regulations for the benefit of any particular
      tenant or tenants, but no such waiver by Landlord shall be construed as a waiver
      of such Rules and Regulations in favor of any other tenant or tenants, nor
      prevent Landlord from thereafter enforcing any such Rules and Regulations
      against any or all of the tenants of the Building.




27.  Landlord
      reserves the right to make, with notice to Tenant, such other and reasonable
      rules and regulations as in its judgment may from time to time be needed for
      safety and security, for care and cleanliness of the Building, and for the
      preservation of good order in and about the Building. Tenant agrees to abide
      by
      all such rules and regulations herein stated and any additional rules and
      regulations which are adopted. Tenant shall be responsible for the observance
      of
      all of the foregoing rules by Tenant’s employees, agents, clients, customers,
      invitees and guests.







**EXHIBIT
      E - FORM OF GUARANTY**







attached
      to and made a part of Lease bearing the


Lease
      Reference Date of 2/28/2006 between


TMT
      Reston I & II, Inc., as Landlord and


Talk
      America Inc., as Tenant





**CONTINUING
      GUARANTY OF LEASE**




**THIS
      CONTINUING GUARANTY OF LEASE** (the **“Guaranty”** )
      is made
      and executed this __ day of ___________, 2004 from (i) **TALK
      AMERICA HOLDINGS, INC.,** a
      Delaware corporation (hereinafter referred to as “ **Guarantor** ”)
      to
      (ii) **TMT
      RESTON I & II, INC.** ,
      a
      Delaware corporation, its successor and assigns (hereinafter referred to as
      “ **Landlord** ”).




**W
      I T N E S S E T H :**




**WHEREAS** ,
      Landlord has entered into that certain Lease Agreement with a Lease Reference
      date of ______________________, 2005, (the “ **Lease** ”),
      whereby Landlord has agreed to lease to Talk America Inc., a Pennsylvania
      corporation (hereinafter referred to as “ **Tenant** ”)
      certain premises (hereinafter referred to as the “ **Premises** ”)
      comprising approximately 10,019 rentable square feet of the office building
      commonly known as Reston Plaza II and located at 12020 Sunrise Valley Drive,
      Reston, Virginia, as described in the Lease; and




**WHEREAS** ,
      Tenant
      is wholly owned by Guarantor; and




**WHEREAS** ,
      by
      reason of the foregoing relationship, it is in Guarantor’s direct interest and
      advantage to assist Tenant in securing Landlord’s agreement to execute the
      Lease; and




**WHEREAS** ,
      Landlord is willing to execute and deliver the Lease to Tenant only if Guarantor
      guarantees to Landlord the prompt performance by Tenant of all the covenants,
      terms, conditions and obligations to be performed by Tenant under the
      Lease.




**NOW,
      THEREFORE,** in
      consideration of the foregoing, and for the purposes of inducing Landlord to
      execute the Lease, Guarantor agrees as follows:




28.
            Guarantor
                warrants and represents to Landlord that: (a) the making and performance
                of this Guaranty by Guarantor will not result in the breach of any
                term,
                condition or provision of, or constitute a default under, any contract,
                agreement or other instrument to which Guarantor is a party or by
                which
                Guarantor may be bound, or result in a breach of any regulation,
                order,
                writ, injunction or decree of any court or any commission, board
                or other
                administrative agency entered in any proceeding to which Guarantor
                is a
                party or by which it may be bound; (b) Guarantor’s representation
                contained in the Recitals set forth hereinabove (all of which are
                incorporated herein by this reference and made a part hereof) are
                true,
                accurate and complete; and (c) under penalty of perjury, the written
                financial statements and other written information presented to Landlord
                by Guarantor in connection with the Lease are true, accurate and
                complete,
                and do not omit any material fact or amount necessary to avoid making
                such
                statements and information
                misleading.




29.
            Guarantor
                hereby absolutely, unconditionally, irrevocably, jointly and severally,
                guarantees to Landlord (i) the prompt and complete payment by Tenant
                to
                Landlord of the fixed minimum rental payable by Tenant to Landlord
                under
                the Lease, (ii) the prompt and complete payment by Tenant to Landlord
                of
                all other sums of money payable by Tenant to Landlord under the Lease,
                (iii) the prompt and complete performance by Tenant of all covenants,
                conditions, terms and obligations to be performed by Tenant under
                the
                Lease, and (iv) the prompt and complete payment by Tenant to Landlord
                of
                all damages, costs and expenses that, by reason of the Lease, may
                become
                payable by Tenant to Landlord. Guarantor hereby agrees to fully defend
                upon request (with counsel approved by Landlord), indemnify, and
                hold
                Landlord harmless from any cost, claim, liability, damage or expense
                (including, but not limited to attorneys’ fees and expenses and court
                costs) which Landlord incurs in the event Tenant, as tenant, does
                not
                punctually pay, perform, or fulfill all of its obligations under
                the
                Lease.




30.
            At
                Landlord’s request, Guarantor shall deliver to Landlord a copy, certified
                by an officer of Guarantor as being a true and correct copy, of
                Guarantor’s most recent audited financial statement, or, if unaudited,
                certified by Guarantor’s chief financial officer as being true, complete
                and correct in all material respects. Guarantor hereby authorizes
                Landlord
                to obtain one or more credit reports on Guarantor at any time, and
                shall
                execute such further authorizations as Landlord may reasonably require
                in
                order to obtain a credit report.




31.
            Guarantor’s
                liability hereunder shall in no way be affected by any indulgence,
                extension, or forbearance which Landlord may grant to Tenant with
                respect
                to the payment or performance of any obligation of Tenant, or any
                waiver,
                on the part of Landlord of any breach of the Lease by Tenant; and
                Guarantor waives any requirement that Guarantor be notified of any
                such
                indulgence, extension, forbearance or waiver, and Guarantor waives
                notice
                of such matters and of any default by Tenant under the
                Lease.




32.
            In
                the event of the default by Tenant in the performance of any of its
                covenants or obligations under the Lease, Guarantor covenants and
                agrees
                to perform such obligations forthwith upon demand (in the same manner
                as
                if the same constituted the direct primary obligation and liability
                of
                Guarantor), including, without limitation, payments of all sums owing
                to
                Landlord by reason of such default.




33.
            Landlord
                shall have the right, at any time and from time to time, to enforce
                all
                rights and remedies available to Landlord under the Lease, including,
                without limitation, agreements with Tenant modifying or changing
                any of
                the terms of provisions of the Lease, extending or renewing the time
                of
                payment of any such payable under the Lease, compromising or making
                settlement of any obligation of Tenant under the Lease, terminating
                the
                Lease or resuming possession of the Premises, making demand upon
                or
                instituting legal proceedings against Tenant, granting any indulgence,
                extension or forbearance to Tenant with respect to the performance
                of any
                obligation of Tenant, or waiving any breach of the Lease by Tenant,
                all
                without notice to, or consent of, Guarantor and without affecting
                the
                continuing validity and enforceability of this
                Guaranty.




34.
            Provided
                Landlord gives Tenant proper notice as may be set forth in the Lease,
                Landlord may make demand and/or institute legal proceedings against
                Guarantor for the performance of any obligation of Tenant under the
                Lease
                without first proceeding in any way against Tenant and without enforcing
                any rights or remedies under the
                Lease.




35.
            No
                reasonable delay of the Landlord in exercising any rights and/or
                powers
                hereunder or in taking any action to enforce the performance of Tenant’s
                obligations under the Lease shall operate as a waiver as to such
                rights or
                powers or in any manner prejudice any or all of Landlord’s rights and
                powers hereunder against Guarantor.




36.
            All
                claims which Guarantor may have against Tenant by reason of this
                Guaranty,
                whether by way of subrogation to any position of Landlord or for
                contribution or reimbursement, shall be subordinate to any outstanding
                claims which Landlord then has against Tenant. Guarantor hereby releases
                Landlord from all liability to Guarantor or Tenant for failing to
                recognize or observe or protect any legal or equitable rights of
                Guarantor
                with respect to Tenant or the Premises or the
                Lease.




37.
            This
                Guaranty may not be modified, altered or terminated except pursuant
                to an
                instrument in writing executed by Guarantor and Landlord. No waiver
                of any
                provision of this Guaranty shall be valid unless in writing and signed
                by
                Landlord. A failure of Landlord to insist upon strict performance
                of any
                obligation or covenant of Guarantor under this Guaranty in any one
                or more
                instances shall not be construed as a waiver or relinquishment of
                the
                right to insist upon strict performance of such obligation or covenant
                in
                the future.




38.
            This
                Guaranty shall be construed and enforced in accordance with the laws
                of
                the Commonwealth of Virginia. Guarantor hereby waives notice of
                nonpayment, nonperformance, or nonobservance or any notice of acceptance
                of this Guaranty and any other notice to or demand upon Guarantor
                which
                Landlord might otherwise be required to give or make in connection
                with
                any matter relating to this Guaranty. Guarantor waives any legal
                obligation, duty or necessity for Landlord to proceed first against
                Tenant, as tenant, or to exhaust any remedy Landlord may have against
                Tenant, as tenant, it being agreed that in the event of a default
                or
                failure in performance in any respect by Tenant, as tenant under
                the
                Lease, Landlord may proceed and have the right of action solely against
                Guarantor and/or any other guarantor of the Lease or Tenant, as tenant
                or
                jointly against Guarantor and/or any other guarantor of the Lease
                and
                Tenant, as tenant. Furthermore, to the extent applicable, Guarantor
                hereby
                waives the benefit of Sections 49-25 and 49-26 of the Code of Virginia
                (2001) as amended. Guarantor hereby expressly, knowingly and irrevocably
                consents and waives any objection to the jurisdiction of any state
                or
                federal court situated within the Commonwealth of Virginia over any
                suit,
                action or proceeding whether for damages or for injunction, specific
                performance or for any other prohibitory or mandatory relief arising
                out
                of or relating to this Lease. Guarantor hereby expressly, knowingly
                and
                irrevocably agrees that all claims in respect of such suit, action
                or
                proceeding may be heard and determined in such state or federal court
                situated within the Commonwealth of Virginia. Having received the
                advice
                of competent legal counsel, Guarantor hereby expressly, knowingly,
                and
                irrevocably waives, to the fullest extent it may effectively do so,
                objection to defending any such suit, action or proceedings in such
                state
                or federal court, based on the defense of*forum
                non conveniens*(inconvenient
                forum) for the maintenance of such suit, action or proceeding. Guarantor
                appoints hereby**Aloysius
                T. Lawn**as
                agent for the purpose of accepting service of process (“**Guarantor’s
                Agent**”).
                Should Guarantor’s Agent be unavailable, disabled, or otherwise unable or
                unwilling to accept service of process, Guarantor appoints the Clerk
                of
                the Virginia State Corporation Commission, or such other official
                provided
                for under the laws of the Commonwealth of Virginia, as agent for
                the
                service of process. Guarantor hereby expressly, knowingly, and irrevocably
                consents to service of all writs, processes and summons in any such
                suit,
                action or proceeding by mailing thereof to either (a) Guarantor at
                Guarantor’s Notice Address (defined herein) or (b) Guarantor’s Agent’s
                Notice Address (or the Secretary of the Commonwealth), by United
                States
                certified mail, postage prepaid, return receipt requested or by Federal
                Express overnight delivery, courier charges prepaid, signature of
                recipient required. Guarantor also hereby expressly, knowingly and
                irrevocably consents and waives any objection to the enforcement
                by
                execution against property or otherwise of any relief ordered in
                such
                suit, action or proceeding in any federal or state court of the United
                States or any court of any foreign state. The consent and waiver
                under
                this paragraph shall not limit the rights of Landlord to bring any
                suit,
                action or proceeding against Guarantor in any other jurisdiction
                for such
                relief, or of any party to serve process in any other manner permitted
                by
                law, or to obtain execution of judgment in any
                jurisdiction.




39.
            All
                notices required or desired to be given by either party to the other
                under
                this Guaranty shall be in writing and shall be personally delivered
                or
                sent by nationally available overnight courier or by certified mail,
                return receipt requested, postage prepaid, and shall be effective
                upon
                actual receipt as verified by written acknowledgement of delivery
                (or upon
                the date such delivery is refused) in the case of personal or overnight
                delivery and by the return receipt (or upon the date such delivery
                is
                refused) in the case of certified mail. A party shall designate a
                change
                of address or agent by notice to the other party at least ten (10)
                days
                before such change is to become effective. All notices to the respective
                parties shall be addressed and sent as follows (the “**Notice
                Address**”):




Landlord:  TMT
      Reston I & II, Inc.


c/o
      RREEF


8280
      Greensboro Drive


Suite
      550


McLean,
      Virginia 22102


Attn: Patrick
      N. Connell, Vice President / Regional Director





with
      a
      copy, said copy not constituting notice, to:





Covington
      & Burling


1201
      Pennsylvania Avenue, N.W.


Washington,
      D.C. 20004


Attn:
      Robert J. Gage, Esq.









Guarantor:  Talk
      America Holdings, Inc.


6805
      Route 202


New
      Hope,
      PA 18938


Attn:
      Bill McGrath, Senior VP





with
      a
      copy, said copy also constituting notice, to Guarantor’s
      Agent :




Aloysius
      T. Lawn, General Counsel


Talk
      America Holdings, Inc.


6805
      Route 202


New
      Hope,
      PA 18938







40.
            This
                Guaranty shall be binding upon Guarantor, its successor or assigns,
                and
                shall inure to the benefit of, and be enforceable by Landlord, its
                successors or assigns, and by any successor to the interest of landlord
                under the Lease.




41.
            Guarantor
                shall pay to Landlord all costs, including without limitation attorneys’
                fees and expenses, court costs, expert witness fees, and other
                disbursements and costs of collection, incurred by Landlord in connection
                with enforcing any provision of this Guaranty, whether or not any
                action
                or lawsuit is actually instituted by
                Landlord.




42.
            This
                Guaranty is absolute and is not conditioned in any way upon the
                genuineness, validity, regularity or enforceability of the Lease,
                provided
                that the Lease was signed by
                Tenant.




43.
            Guarantor’s
                obligations under this Guaranty shall be unaffected by any discharge
                or
                release of the Tenant, its successors or assigns, or any of their
                debts,
                in connection with any bankruptcy, reorganization, or other insolvency
                proceeding or assignment for the benefit of creditors; any rejection
                or
                disaffirmation of the Lease in any bankruptcy, reorganization, or
                other
                insolvency proceeding or assignment for the benefit of creditors;
                or any
                reduction, modification, impairment or limitation of the liability
                of the
                Tenant, its successors or assigns, or of Landlord’s remedies under the
                Lease, in connection with any bankruptcy, reorganization or other
                insolvency proceeding or any assignment for the benefit of creditors.
                In
                addition, if Landlord is required to disgorge or pay back to the
                Tenant’s
                estate any payments made by the Tenant under the Lease in connection
                with
                any bankruptcy, reorganization or insolvency proceeding, Guarantor’s
                obligations as to such payments shall be
                reinstated.




44.
            In
                the event that any covenant, condition or other provision herein
                contained
                is held to be invalid, void or illegal by any court of competent
                jurisdiction, the same shall be deemed severable from the remainder
                of
                this agreement and shall in no way affect, impair or invalidate any
                other
                covenant, condition or other provision herein contained.




[ **SIGNATURES
      ON NEXT PAGE** ]










**IN
      WITNESS WHEREOF** ,
      the
      undersigned have executed this Guaranty on the day and year first above
      written




**ATTEST:**
              
              
              By:
                /s/ Craig H. Pizer
              Name:
                Craig H. Pizer
              Title:
                Associate General Counsel
              Date:
                9-19-05
            **GUARANTOR:**
              
              **Talk
                America Holdings, Inc.,**
              a
                Delaware corporation
              
              
              By:
                /s/ Aloysius T. Lawn IV
              Name:
                Aloysius T. Lawn IV
              Title:
                EVP - General Counsel
              Date:
                9-19-05


[corporate
      seal]








**CITY**      )  **ss:**




**STATE**     **)**




**BEFORE
      ME,** a
      Notary
      Public in and for the jurisdiction aforesaid, personally appeared this date
      _______________________________, personally well known (or satisfactorily
      proven) to me to be the person whose name is subscribed to the foregoing and
      annexed Guaranty bearing date as of ________________ ___, 2004, who, being
      by me
      first duly sworn, did depose and state that he/she is the
      _______________________________ of **Talk
      America Holdings, Inc.** ,
      a
      Delaware corporation, which entity is a party of the foregoing and annexed
      Guaranty, and that he/she, being duly authorized so to do, executed said
      Guaranty on behalf of said entity and acknowledge the same as its free act
      and
      deed for the uses and purposes herein contained.




**SUBSCRIBED
      AND SWORN TO** before
      me this ___ day of _____________, 2005.









[notary
      seal]      _____________________________________


Notary
      Public


My
      Commission expires:





________________________