Exhibit
10.01

 

THIRD
AMENDMENT TO LEASE

 

THIS
THIRD AMENDMENT TO LEASE (“Third Amendment”) is made as of the 28th day
of February, 2005, by and between JBG/TYCON 2, L.L.C., a Delaware limited
liability company (“Landlord”), as successor in interest to Washington Real
Estate Investment Trust (“Original Landlord”) and SANZ,
Inc., a
Colorado Corporation (“Tenant”), as successor-in-interest to Solunet Storage,
Inc. (“Original Tenant”). 

 

W I T N E
S S E T H:

 

WHEREAS,
by that certain Lease dated October 29, 2002 (the “Original Lease”),
Original Landlord leased to Original Tenant, and Original Tenant leased from
Original Landlord, certain premises consisting of 2,559 square feet of rentable
area, known as Suite 800, in the building located at 8245 Boone Boulevard,
Vienna, Virginia (the “Building”), upon the terms and conditions set forth in
the Original Lease;

 

WHEREAS,
by that certain First Amendment to Lease and Assignment of Lease and Landlord’s
Consent dated November 21, 2003 (the “First Amendment”), all of the right,
title and interest of Original Tenant in the Lease was assigned to
Tenant;

 

WHEREAS,
by that certain Second Amendment to Lease dated as of November 25, 2003
(the “Second Amendment”), (i) Landlord and Tenant agreed to extend the Term
of the Lease and (ii) the Premises were remeasured and now are comprised of
2,578 rentable square feet, all of which were upon the terms and conditions more
particularly set forth therein;

 

WHEREAS,
the Original Lease, the First Amendment and the Second Amendment are hereinafter
collectively referred to as the “Lease”;

 




















 

WHEREAS,
all of the right, title and interest of Original Landlord in the Building was
transferred to Landlord, and all of the right, title and interest of Original
Landlord in the Lease was assigned to Landlord; and

 

WHEREAS,
Tenant desires to lease from Landlord, and Landlord desires to lease to Tenant,
an additional 2,142 rentable square feet of space located on the eighth
(8th) floor
of the Building, upon the terms and conditions set forth in this Third Amendment
and to revise and modify the Lease accordingly, as more particularly set forth
herein.

 

NOW,
THEREFORE, for and in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant do hereby
agree as follows:

 

1.  Capitalized
terms used but not defined herein shall have the meanings ascribed to them in
the Lease.

 

2.  The Term
of the Lease is hereby extended for a period of 1 year and 5 months
(such period being hereinafter referred to as the “Second Extension Period”),
which Second Extension Period shall commence on November 1, 2006 (the
“Second Extension Period Commencement Date”) and which Second Extension Period
and the Term of the Lease shall expire at midnight on March 31, 2008,
unless earlier terminated pursuant to the provisions of the Lease, as modified
by the provisions of this Third Amendment, or pursuant to law.

 

3.  Section 3.1
of the Lease is hereby amended by inserting the following language at the end
thereof:

 

“Notwithstanding
the above, during the Second Extension Period, Tenant covenants and agrees to
pay to Landlord Basic Annual Rent in the amounts set forth on the following
schedule (the ‘Second Extension Period Basic Annual Rent’):

 







2












 


	
      Second

      Extension

      Period
      Lease

      Year
	 	
      Second

      Extension

      Period
      Basic

      Annual
      Rent

      Per
      Square

      Foot
      Per Annum
	 	
      Second

      Extension

      Period
      Basic

      Annual
      Rent
	 	
      Second

      Extension

      Period
      Monthly

      Basic
      Rent
	 
	
      1
	 	
      $
	
      27.71
	 	
      $
	
      71,436.38
	 	
      $
	
      5,953.03
	 
	
      2
	 	
      $
	
      28.54
	 	
      $
	
      73,576.12
	 	
      $
	
      6,131.34
	 



 

A ‘Second
Extension Period Lease Year’ shall mean that period of twelve (12) consecutive
calendar months that commences on the Second Extension Period Commencement Date
and each consecutive twelve (12) month period thereafter. The earliest such
twelve (12) month period shall be referred to as ‘Second Extension Period Lease
Year 1,’ and each of the following Second Extension Period Lease Years shall be
similarly numbered for identification purposes.”

 

4.  The Lease
is hereby amended by adding thereto a new Article XL, to read as
follows:

 

“ARTICLE
XL. EXPANSION SPACE

 

40.1.
Term. Landlord hereby leases unto Tenant, and Tenant hereby leases from
Landlord, approximately 2,142 square feet of rentable floor area (the ‘Expansion
Space’) located on the eighth (8th) floor of the Building and known as
Suite 810, which Expansion Space is hereby agreed to be that certain space
which is shown on Exhibit A-1 attached hereto and made a part hereof, for a
term (the ‘Expansion Space Term’) commencing on April 1, 2005 (the
‘Expansion Space Commencement Date’) and continuing through and including
Midnight on March 31, 2008, unless earlier terminated pursuant to the
provisions of this Lease.

 

40.2.
‘As-Is’ Condition. Tenant accepts the Expansion Space in its ‘as-is’ condition
as of the Expansion Space Commencement Date. Landlord agrees, at Landlord’s sole
cost and expense, to construct the improvements set forth on Exhibit C-1
attached hereto and made a part hereof, but Landlord shall have no obligation to
make any other improvements or alterations to the Expansion Space. Tenant
acknowledges and agrees that in the event that Tenant elects to make any
Alterations to the Expansion Space or the Premises, such Alterations shall be
made in conformance with Article XII of this Lease.

 







3












 

40.3.
Expansion Space Basic Annual Rent. In addition to the Basic Annual Rent for the
Premises set forth in Section 3.1. hereof, commencing on the Expansion
Space Commencement Date and continuing thereafter throughout the Expansion Space
Term, Tenant covenants and agrees to pay to Landlord Basic Annual Rent for the
Expansion Space in the following amounts (the ‘Expansion Space Base
Rent’):

 


	
      Expansion

      Space
      Lease

      Year
	 	
      Expansion

      Space
      Basic

      Annual
      Rent

      Per
      Square

      Foot
      Per Annum
	 	
      Expansion

      Space
      Basic

      Annual
      Rent
	 	
      Expansion

      Space
      Monthly

      Basic
      Rent
	 
	
      1
	 	
      $
	
      21.00
	 	
      $
	
      44,982.00
	 	
      $
	
      3,748.50
	 
	
      2
	 	
      $
	
      21.63
	 	
      $
	
      46,331.46
	 	
      $
	
      3,860.96
	 
	
      3
	 	
      $
	
      22.28
	 	
      $
	
      47,721.40
	 	
      $
	
      3,976.78
	 



 

An
‘Expansion Space Lease Year’ shall mean that period of twelve (12) consecutive
calendar months that commences on the first day of the calendar month in which
the Expansion Space Commencement Date occurs and each consecutive twelve (12)
month period thereafter. The earliest such twelve (12) month period shall be
referred to as ‘Expansion Space Lease Year 1,’ and each of the following
Expansion Space Lease Years shall be similarly numbered for identification
purposes. The Expansion Space Basic Annual Rent shall be payable at the same
times and in the same manner as set forth herein for the payment of Basic Annual
Rent.

 

40.4.
Additional Rent. As used in this Article XL, ‘Operating Expenses’ shall equal
the amount by which Operating Expenses incurred during each calendar year exceed
the Operating Expenses incurred during calendar year 2005 and ‘Real Estate
Taxes’ shall equal the amount by which Real Estate Taxes incurred during each
calendar year exceed the Real Estate Taxes incurred during calendar year 2005.
In addition to Tenant’s proportionate share of increases in Operating Expenses
and Real Estate Taxes payable with respect to the Premises pursuant to
Sections 3.4 and 3.5 hereof, commencing on the first anniversary of the
Expansion Space Commencement Date, and for each calendar year of the Expansion
Space Term, Tenant shall pay to Landlord, as additional rent, ‘Tenant’s
proportionate share of increased Operating Expenses for the Expansion Space’ and
‘Tenant’s proportionate share of increased Real Estate Taxes for the Expansion
Space’ for the calendar year. ‘Tenant’s proportionate share of increased
Operating Expenses for the Expansion Space’ shall be that percentage of
increased Operating Expenses which is the equivalent of the number of square
feet of rentable area in the Expansion Space divided by the number of square
feet of rentable area in the Building, and ‘Tenant’s proportionate share of
increased Real Estate Taxes for the Expansion Space’ shall be that percentage of
increased Real Estate Taxes which is the equivalent of the number of square feet
of rentable area in the Expansion Space divided by the number of square feet of
rentable area in the Building; provided, however, that for the calendar year
during which the Expansion Space Term ends, Tenant’s proportionate share of
increased Operating Expenses for the Expansion Space and Tenant’s proportionate
share of increased Real Estate Taxes for the Expansion Space shall be prorated
based upon the greater of (a) the number of days during such calendar year
that this Lease is in effect, or (b) the number of days that Tenant
actually occupies the Expansion Space or any portion thereof.

 







4












 

40.5. Except as
otherwise herein expressly provided, the Expansion Space shall be deemed a part
of the Premises for all purposes of this Lease, such that both Landlord and
Tenant shall have such respective rights and obligations with respect to the
Expansion Space as apply to the remainder of the Premises.”

 

5.  Section 3.2
of the Lease is hereby amended by deleting therefrom the language “payable to
WRIT and delivered to Washington Real Estate Investment Trust, P.O. Box 79555,
Baltimore, Maryland 21279-0555” and by inserting in lieu thereof the language:
“payable to JBG/Tycon 2, L.L.C., at P.O. Box 601602, Charlotte, North Carolina
28260-1602”.

 

6.  Section
30.1 of the Lease, as amended by the Second Amendment, is hereby amended by
deleting therefrom the language “Washington Real Estate Investment Trust
(‘WRIT’), 6110 Executive Boulevard, Suite 800, Rockville, Maryland 20852,
Attention: Asset Manager” and by inserting in lieu thereof the language:
“JBG/Commercial Management, L.L.C., 4445 Willard Avenue, Suite 400, Chevy Chase,
Maryland 20815 20852, Attn: Mr. Thomas A. O’Neil, with copies to: Greenstein
DeLorme & Luchs, P.C., 1620 L Street, N.W., Suite 900, Washington, D.C.
20036, Attention: Abraham J. Greenstein, Esq.”.

 







5












 

7.  Section
39.17 of the Lease (captioned “Parking”) is hereby amended by adding the
following language as a new subsection (c):

 

“(c)
Commencing on the Expansion Space Commencement Date, and during the Expansion
Space Term, in addition to the parking spaces provided for in subsection (b)
hereof, Landlord shall provide Tenant with six (6) additional parking spaces,
subject to the terms and conditions of this Section 39.17.”

 

8.  Simultaneously
with the execution of this Third Amendment, Tenant shall deposit with Landlord
an additional security deposit in the amount of Three Thousand Seven Hundred
Forty-Eight and 50/100 Dollars ($3,748.50), which shall be treated as part of
the Security Deposit under Article V of the Lease for all purposes, so that the
Security Deposit shall thereupon be Nine Thousand Seventy-Nine and 75/100
Dollars ($9,079.75).

 

9.  The Lease
is hereby amended by inserting therein Exhibits A-1, B-1 and C-1 attached
hereto, which Exhibits A-1, B-1 and C-1 are hereby incorporated into the
Lease by reference and made a part hereof.

 

10.  If
requested by Landlord at any time during the Term, Tenant shall promptly execute
a declaration in the form attached hereto as Exhibit B-1 and made a part
hereof.

 

11.  Landlord
and Tenant each represents and warrants to the other that, except as hereinafter
set forth, neither of them has employed any broker in procuring or carrying on
any negotiations relating to this Third Amendment. Landlord and Tenant shall
indemnify and hold each other harmless from any loss, claim or damage relating
to the breach of the foregoing representation and warranty. Landlord recognizes
only Meany & Oliver, as broker with respect to this Third Amendment and
agrees to be responsible for the payment of any leasing commissions owed to said
broker.

 







6












 

12.  Except as
expressly modified by this Third Amendment, all terms and provisions of the
Lease shall remain in full force and effect.

 

13.  Landlord
and Tenant represent and warrant to each other that the person signing this
Third Amendment on its behalf has the requisite authority and power to execute
this Third Amendment and to thereby bind the party on whose behalf it is being
signed.

 







7











 

IN
WITNESS WHEREOF, Landlord and Tenant have executed this Third Amendment to Lease
as of the day and year first hereinabove written.

 





	
      WITNESS:
	
      LANDLORD:

	 	 
	 	
      JBG/TYCON
      2, L.L.C., a Delaware limited liability company

	 	 
		
      By: 
      JBG/Company Manager, L.L.C., a Delaware limited liability company its
      Managing Member

	 	 
	
      By:
      /s/_______________________________________
	
      By:
      /s/
      Brian P.
      Coulter                                                                    
      

	
       
	
      
      Name:
      Brian
      P.
      Coulter                                                                    
      


	
       
	
      Its:
      Managing
      Member                                                                     

	 	 
	
       
	TENANT:
	 	 
	
      WITNESS:
      
	
      SANZ,
      INC., a Colorado corporation

	 	 
	
      By:
      /s/
      Daniel B. Hemphill                    
	
      By:
      /s/
      Ed
      Dunn                                                                    
      

	
      Name:
      Daniel
      B. Hemphill                             
      
	
      Name:
      Ed
      Dunn                                                                    
      

	
      Title:
      Controller                                                                             
      
	
      Title:
      Director
      of
      Contracts                                                 




 







8












 

EXHIBIT
A-1

 

245 BOONE
BOULEVARD - 8TH
FLOOR



 

[Intentionally
Omitted]

 







1












EXHIBIT
B-1

 

DECLARATION
BY LANDLORD AND TENANT

AS TO
DATE OF DELIVERY AND ACCEPTANCE OF

POSSESSION,
EXPANSION SPACE COMMENCEMENT DATE, ETC.


 

THIS
DECLARATION is hereby attached to a made a part of the Third Amendment to Lease
(the “Third Amendment”) dated the _____ day of __________, 2005 entered
into by and between JBG/TYCON 2, L.L.C., a Delaware limited liability company,
as Landlord, and SANZ, INC., a __________ corporation, as Tenant. All terms used
in this Declaration shall have the same meanings as they have in the Original
Lease, as modified (the “Lease”).

 

(i) Landlord
and Tenant do hereby declare that possession of the Expansion Space was accepted
by Tenant on __________, 2005;

 

(ii) As of the
date hereof, the Lease is in full force and effect, and Landlord has fulfilled
all of its obligations under the Lease required to be fulfilled by Landlord on
or prior to said date;

 

(iii) The
expiration date of the Expansion Space Term is hereby established to be
March 31, 2008, unless the Lease or the Expansion Space Term is sooner
terminated pursuant to any provision of the Lease. 

 




	
      WITNESS:
	
      LANDLORD:

	 	 
	 	
      JBG/TYCON
      2, L.L.C., a Delaware limited liability company

	 	 
	 	
      By: 
      JBG/Company Manager, L.L.C., a Delaware limited liability company its
      Managing Member

	 	 
	
      By:                                                            
      
	
      By:                                                            
      

	 	
      Name:                                                            
      

	 	
      Its:                                                            
      




 


[signatures
continued on following page]

 







1















[signatures
continued from previous page]






	
       
	TENANT:
	 	 
	
      ATTEST:
	
      SANZ,
      INC., a Colorado corporation

	 	 
	
      [corporate
      seal]
	 
	 	 
	
      By:                                                                    
      
	
      By:                                                                    
      

	
      Name:                                                                    
      
	
      Name:                                                                    
      

	
      Title:                                                                    
      
	
      Title:                                                                    
      




 










2















EXHIBIT
C-1


 

8245
BOONE BOULEVARD - 8TH
FLOOR

 

[“/// =
Remove Partition”]

 

[Intentionally
Omitted]

 








1