Exhibit
10








FIRST AMENDMENT TO LEASE
AGREEMENT





THIS FIRST AMENDMENT TO LEASE AGREEMENT
(the “First Amendment”) is made as of the 27th day of October, 1999, by and
between ORIX COLUMBIA, INC, an Illinois corporation (“Landlord”), and MICROS
SYSTEMS, INC., a Maryland corporation (“Tenant”).





RECITALS





A. 
Landlord and Tenant entered into that certain Lease Agreement (the “Original
Lease”) dated as of August 17, 1999, for approximately 200,000 square feet of
space on the second, third, fourth, and fifth floors of an office building to be
constructed for Tenant's headquarters on certain land (the “Land”) described in
the Original Lease in an office park development known as “Columbia Gateway” in
Columbia, Maryland.





B. 
The Building and the interior improvements to Tenant's premises are being
constructed in accordance with the Construction Agreement dated as of even date
with the Original Lease between Landlord and Tenant, as amended by the First
Amendment to Construction Agreement dated as of even date
herewith.  (Said Construction Agreement as amended is hereinafter
referred to as the “Construction Agreement”.)





C. 
Pursuant to Section 1(b) of the Original Lease, Tenant has the right to lease
all or a portion of the remaining space in the Building (the “Expansion Space”),
and Tenant has notified Landlord that Tenant desires to lease all of the
remaining space in the Building, which consists of approximately 50,000 square
feet on the first floor of the Building.





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





1. 
Recitals.  The foregoing
recitals are correct and complete and are hereby incorporated into this First
Amendment by this reference.





2. 
Defined
Terms.  Any capitalized terms not defined in this First
Amendment shall have the meanings ascribed thereto in the Original
Lease.  From and after the date hereof, the term “Lease” as used in
the Original Lease shall mean the Original Lease as amended by this First
Amendment.  From and after the date hereof, the term “Construction
Agreement” as used in the Original Lease shall mean the Construction Agreement
as amended by the First Amendment to Construction Agreement dated as of even
date herewith.









3. 
Amendments
to Lease.





(a) 
Section 1(a) of the Original Lease is deleted in its entirety, and in lieu
thereof, the following is substituted:





1(a). 
Landlord does hereby lease and demise unto Tenant, and Tenant does hereby lease
from Landlord, approximately 250,000 rentable square feet of space (the “Demised
Premises”) on the entire first, second, third, fourth and fifth floors of the
two towers of the Building.  The lease of the Demised Premises
includes the right, together with other tenants of the Building and members of
the public, to use the common public areas of the Building, but includes no
other rights not specifically set forth herein.  Upon Substantial
Completion of the Demised Premises, the Demised Premises shall be measured in
accordance with the GWCAR Standard (as hereinafter defined) and shall be
outlined in red on Exhibit B to be
attached hereto.  The actual amount of rentable square feet comprising
the Demised Premises shall be confirmed in the Declaration (the “Declaration”)
attached hereto as Exhibit I-C, executed
by Landlord and Tenant.  Any references in this Lease to a dollar
amount per square foot of rentable floor area of the Demised Premises shall mean
such dollar amount multiplied by the number of square feet of rentable floor
area.





(b) 
Section 1(b) of the Original Lease, which provides Tenant the option to lease
the Expansion Space, is hereby deleted in its entirety.





(c) 
The vesting of Tenant's leasehold estate under the Original Lease was contingent
upon the consummation of the sale of the Land to Landlord.  Landlord
has consummated the purchase of the Land and the Building Two Land; therefore,
Section 1(c) of the Original Lease is hereby deleted in its
entirety.  In addition, Exhibit A attached to the Original Lease is
also deleted in its entirety and in lieu thereof, Exhibit I-A attached
hereto and made a part hereof is substituted therefor.





(d) 
The address for copies of notices to Landlord in Section 36(b) of the Original
Lease has been changed.  Therefore, “Suite 550” is deleted, and “Suite
260” is substituted therefor.





(e) 
Since Tenant has leased the entire Expansion Space, Article 49 of the Original
Lease, which gives Tenant the right to expand into the Expansion Space in the
future, and Article 50 of the Original Lease, which gives Tenant the right of
first offer on the Expansion Space, are deleted in their entirety.





(f) 
Exhibit C attached to the Original Lease is deleted in its entirety, and in lieu
thereof, Exhibit
I-C attached hereto and made a part hereof shall be
substituted.




2




4. 
Counterparts.  This First
Amendment may be executed in counterparts with the same force and effect as if
all signatures were set forth in a single document.





5. 
Entire
Agreement.  This First
Amendment contains and embodies the entire agreement of the parties hereto, and
no representations, inducements, or agreements, oral or otherwise, not contained
in this First Amendment shall be of any force or effect.  This First
Amendment may not be modified or changed in whole or in part in any manner other
than by an instrument in writing duly signed by the parties
hereto.  Except as modified by this First Amendment, the terms and
provisions of the Original Lease, which are incorporated herein by this
reference, are hereby reaffirmed and shall be binding upon the parties hereto.
 In the event of any inconsistencies between the provisions of the Original
Lease and of this First Amendment, the provisions of this First Amendment shall
control.





6. 
Governing
Law.  This First
Amendment shall be governed by, and construed in accordance with, the laws of
the State of Maryland.





IN WITNESS WHEREOF, the parties hereto
have executed this First Amendment to Lease Agreement as of the date first above
written.





WITNESS
      OR ATTEST:
            
            LANDLORD:ORIX
      COLUMBIA, INC.,an
      Illinois corporationBy:
            
            [SEAL]Name:Title:WITNESS
      OR ATTEST:
            
            TENANT:MICROS
      SYSTEMS, INC.,a
      Maryland corporationBy:
            
            [SEAL]Name:Title:


3




EXHIBIT
I-A




PROPERTY
DESCRIPTION




(the
“Land”)





All that
lot or parcel of ground situate in the Sixth Election District of Howard County,
in the State of Maryland, and described as follows:





Being
      known and designated as Parcel T-2, as shown on
      the Plat entitled, “Columbia Gateway, Parcels ‘T-1’ through ‘T-5’, a
      Resubdivision of Columbia Gateway, Parcel ‘T’, as shown on Plat No. 7542,
      Sheet 3 of 4” which Plat is recorded among the Land Records of Howard
      County, Maryland, as Plat No.
13463.





BEING
      part of the land which was acquired by HRD Holdings, Inc. from The Howard
      Research And Development Corporation by deed dated November 14, 1997, and
      recorded among the Land Records of Howard County, Maryland, in Liber 4118,
      folio 16, HRD Holdings, Inc. having thereafter changed its name to The
      Howard Research And Development Corporation by Articles of Amendment filed
      January 5, 1998.





(the
“Building Two Land”)





All that
lot or parcel of ground situate in the Sixth Election District of Howard County,
in the State of Maryland, and described as follows:





Being
      known and designated as Parcel T-1, as shown on
      the Plat entitled, “Columbia Gateway, Parcels ‘T-1’ through ‘T-5’, a
      Resubdivision of Columbia Gateway, Parcel ‘T’, as shown on Plat No. 7542,
      Sheet 3 of 4” which Plat is recorded among the Land Records of Howard
      County, Maryland, as Plat No.
13463.





BEING
      part of the land which was acquired by HRD Holdings, Inc. from The Howard
      Research And Development Corporation by deed dated November 14, 1997, and
      recorded among the Land Records of Howard County, Maryland, in Liber 4118,
      folio 16, HRD Holdings, Inc. having thereafter changed its name to The
      Howard Research And Development Corporation by Articles of Amendment filed
      January 5, 1998.




4





EXHIBIT
I-C




DECLARATION





THIS DECLARATION is made as of the 9
day of March, 2001, by and between ORIX COLUMBIA, INC., an Illinois corporation
(“Landlord”), and MICROS SYSTEMS, INC., a Maryland corporation
(“Tenant”).





Recitals





A. 
Pursuant to the terms of the Construction Agreement dated as of August 17, 1998,
as amended by the First Amendment to Construction Agreement dated as of Oct. 27,
1999, Landlord agreed to construct for Tenant a five-story office building (the
“Building”) as Tenant's corporate headquarters in an office park development
known as “Columbia Gateway” in Columbia, Maryland.  (Said Construction
Agreement as amended is hereinafter referred to as the “Construction
Agreement”.)





B. 
Pursuant to the terms of the Lease Agreement (the “Original Lease”) dated as of
even date with the Construction Agreement, as amended by the First Amendment to
Lease Agreement (the “First Amendment”) dated as of Oct. 27, 1999 (the Original
Lease as amended by the First Amendment being hereinafter referred to as the
“Lease”), Tenant agreed to lease approximately 250,000 rentable square feet of
space (the “Demised Premises”) on the entire first, second, third, fourth and
fifth floors of the two towers of the Building.





C. 
Under the terms of the Lease, after Substantial Completion (as defined in the
Construction Agreement) of the Demised Premises, Landlord and Tenant agreed to
confirm, among other things, the actual amount rentable area of the space
leased, the Rent Commencement Date, and other economic terms which can only be
determined upon Substantial Completion of the Demised Premises.





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





1. 
Recitals.  The
foregoing recitals are a material part of this Agreement and are incorporated
herein by this reference.





2. 
Terms of
Declaration Prevail.  The Lease is incorporated herein by this
reference.  In the event of any inconsistencies between the terms of
this Declaration and the Lease, the terms of this Declaration shall control and
take precedence.





3. 
Defined
Terms.  Unless otherwise provided herein, all capitalized terms
used in this Declaration shall have the meanings ascribed thereto in the
Lease.




5





4. 
Measurement
of Demised Premises.  Landlord and Tenant have determined that
the Demised Premises comprise 247,624 rentable square feet of area in
accordance with the GWCAR Standard.  Therefore, Article 1 of the Lease
is deleted in its entirety, and in lieu thereof the following is
substituted:





1. 
Landlord does hereby lease and demise unto Tenant, and Tenant does hereby lease
from Landlord, 247,624 rentable square feet of space (the “Demised Premises”) on
the entire first, second, third, fourth and fifth floors of the two towers of
the Building.  The Demised Premises are outlined in red on Exhibit B attached
hereto.  The lease of the Demised Premises includes the right,
together with other tenants of the Building and members of the public, to use
the common public areas of the Building, but includes no other rights not
specifically set forth herein.  Any references in this Lease to a
dollar amount per square foot of rentable floor area of the Demised Premises
shall mean such dollar amount multiplied by the number of square feet of
rentable floor area.





5. 
Rent
Commencement Date.  Landlord and
Tenant have agreed that the Rent Commencement Date is March 10,
2000.  Therefore, the first two sentences of Section 2(a) of the Lease
are deleted in their entirety, and in lieu thereof the following is
substituted:





Subject
to the terms and conditions set forth herein, the term (“Term”) of this Lease
shall commence on March 10, 2000 (the “Rent Commencement Date”), and shall
expire at 11:59 p.m. on March 9, 2010, unless sooner terminated or extended in
accordance with the provisions hereof.





6. 
Base
Rent.  Pursuant to the terms of the Construction Agreement,
Landlord and Tenant have determined the Base Rent.  Therefore, the
first two sentences of Section 3(a) of the Lease are deleted in their entirety,
and in lieu thereof, the following is substituted:





During
the Term hereof, commencing on the Rent Commencement Date, Tenant covenants to
pay to Landlord monthly, without prior notice or demand therefor, and without
any deductions or setoffs whatsoever, a minimum monthly rent (the “Monthly Base
Rent”) of one twelfth (1/12th) of the
Base Rent times the number of rentable square feet of the Demised Premises as
follows:




Lease
      Years One through Three:
              $13.66Lease
      Years Four through Six:
              $14.71Lease
      Years Seven through Nine:
              $15.84Lease
      Year Ten:
              $17.06.




6




7.  Pro Rata
Share.  Based on the GWCAR Standard, Landlord and Tenant have
determined that the total rentable floor area of the Building is 247,624
square feet.  Therefore the first two sentences of subsection (iv) of
Section 4(b) of the Lease are deleted in their entirety, and in lieu thereof,
the following is substituted:





“Pro Rata
Share” shall initially be one hundred percent (100%) (the ratio of Tenant's
rentable floor area divided by 247,624, the total of all rentable floor area of
the Building).





8.  Estoppel.  Tenant
represents and warrants to Landlord as follows:





(a) The
improvements and space required to be furnished to Tenant under the terms of the
Lease and all other matters required to be furnished or performed by Landlord
have been completed in all respects in accordance with the terms of the Lease
and the Construction Agreement.  Tenant acknowledges that Tenant has
had an opportunity to inspect the Demised Premises and accepts the Demised
Premises except for the punch list items detailed in Schedule A attached
hereto, which shall be completed as provided in said Schedule
A.





(b) Except
for the punch list items in Schedule A, all
duties of Landlord of an inducement nature have been fulfilled and all other
obligations required to be performed or observed by Landlord have been duly and
fully performed or observed by Landlord.





(c) Landlord
has not waived the performance or observance by Tenant of any of the terms,
covenants, or conditions to be performed or observed by Tenant under the
Lease.  Landlord has made no representations or commitments, oral or
written, or undertaken any obligations other than as may be expressly set forth
in the Lease.





(d) Except as
amended by this Declaration, the Lease continues in full force and effect in
accordance with its terms and is enforceable against Landlord and Tenant in
accordance with its terms.  No claim, set-off or defense exists for
the benefit of Tenant against Landlord in connection with the Lease, and to the
extent any claims, set-offs or defenses exist, they are hereby waived and
relinquished in their entirety.




7




IN WITNESS WHEREOF, Landlord and Tenant
have executed this Declaration as of the date first above written.





WITNESS
      OR ATTEST:
            
            LANDLORD:ORIX
      COLUMBIA, INC.,an
      Illinois corporationBy:
            
            [SEAL]Name:Title:WITNESS
      OR ATTEST:
            
            TENANT:MICROS
      SYSTEMS, INC.,a
      Maryland corporation/s/
      Kimbery A. Makin
            
            By:
            /s/
      Gary C. Kaufman
            [SEAL]Kimbery A. Makin
            
            
            Name:
      Gary C. KaufmanExecutive
      Assistant
            
            
            Title:
      EVP/CFO




8


SECOND AMENDMENT TO LEASE
AGREEMENT





THIS SECOND AMENDMENT TO LEASE
AGREEMENT (the “Second Amendment”) is made as of the 26th day of December, 2001,
by and between ORIX COLUMBIA, INC, an Illinois corporation (“Landlord"), and
MICROS SYSTEMS, INC., a Maryland corporation (“Tenant”).





RECITALS





A.  Landlord
and Tenant entered into that certain Lease Agreement dated as of August 17, 1998
(the “Original Lease”), as amended by that certain First Amendment to Lease
Agreement (the "First Amendment") dated as of October 27, 1999, and the certain
Declaration (the "Declaration") dated March 9, 2001, for approximately 247,624
square feet of space (the "Demised Premises") comprising all of the rentable
area in a five-story office building (the "Building") constructed for Tenant's
headquarters on certain land (the “Land”) described in Exhibit I-A of the First
Amendment in an office park development known as “Columbia Gateway” in Columbia,
Maryland.  The Lease Agreement as amended by the First Amendment, and
the Declaration is hereinafter referred to as the "Lease."





B.  Tenant
has certain option and expansion rights with respect to certain space in a
possible future office building (“Building Two”) on the Building Two Land (as
defined in Exhibit 1-A of the First Amendment).





C.  Landlord
and Tenant desire to amend the Lease to modify Tenant’s option and expansion
rights with respect to Building Two.





D.  All
capitalized terms herein shall have the meaning ascribed thereto in the Lease
unless otherwise specifically defined herein.





NOW,
THEREFORE, FOR AND IN CONSIDERTATION of the entry into this Second Amendment by
the parties hereto, and for the good other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto do
hereby agree as follows:





1.Recitals.  The
foregoing recitals are in all respects true and correct and are incorporated
herein by reference in their entirety.





2.  Article
51.  Effective as of the date hereinabove first written,
Article 51 of the Original Lease shall be deleted in its entirety and the
following shall be substituted therefore:









Article 51




EXTENSION
OPTION





If ORIX
Columbia Maryland, Inc. an Illinois corporation (“Building Two Owner”),
and Tenant (or any successor-in-interest under Parcel T-1 Agreement (as defined
herein) which would qualify as a Permitted Transferee under this Lease), as
contemplated by that certain Agreement Regarding Development of Parcel T-1 dated
as even date herewith (“Parcel T-1 Agreement”), enter into both (i) a binding
construction agreement for the construction of Building Two (the “Building Two
Construction Agreement”),and (ii) a binding lease agreement (the “Building Two
Lease”) for the lease of not
less than fifty thousand (50,000) contiguous square feet of rentable area in Building
Two (the “Building Two Space”) for a term, commencing upon delivery of the
Building Two Space, of not less than 10 years, then, in such event, and
provided that Tenant
(or a Permitted Transferee) is the tenant under this Lease as of the effective
date of the
Building Two Construction Agreement and the Building Two Lease (but not
otherwise), this Lease shall be amended to extend the initial ten (10)-year term
to a date which is ten (10) years from the date of delivery of the Building Two
Space.  The Base Rent
payable for the Demised Premises in the Building for the Lease Years beyond the
original ten (10)-year Term shall continue to be escalated at the rate of seven
and 69/100 percent (7.69%) every three years.”





It is the
intention and agreement of the parties that the automatic extension of the Term
of the Lease provided for in Article 51 of the Original Lease (as amended above
in this Paragraph 2 of this Second Amendment) shall only occur if the entry by
Tenant and Building  Two Owner into Building Two Construction
Agreement and the Building Two Lease is initiated, negotiated and consummated in
strict accordance with all of the specific deadlines, terms and conditions which
govern the right of Tenant to exercise its option to expand into Building Two
Expansion Space (as such term was defined in Section 51(a)(1) of the Original
Lease) under Article 51 of the Original Lease, but not otherwise.





3.  Article
52.  Effective as of the date hereinabove first written,
Article 52 of the Original Lease shall be deleted in its entirety and the
following shall be substituted therefore:





“Article
52





RIGHT OF
FIRST OFFER FOR AVAILABLE SPACE




52(a).  If
Tenant (or any successor-in-interest under Parcel T-1 Agreement which would
qualify as a Permitted Transferee under this Lease), as contemplated by the
Parcel T-1 Agreement, enter into both (i) the Building Two Construction
Agreement and (ii) the Building Two Lease for the Building Two Space, then, in such event, and
provided that Tenant (or a Permitted Transferee) is the tenant under this Lease
as of the effective date of the Building Two Construction Agreement and the
Building Two Lease (but not otherwise), Tenant shall have a right of first offer
in accordance with the terms of this Article for any remaining space in the
Building that becomes available after the initial leasing thereof.  As
used herein, the term “Available Space” shall mean any space in the Building for
which the current lease expires or is otherwise terminated.  Available
Space shall not include space which is (i) assigned or subleased by the current
tenant of the space; (ii) re-leased by the current tenant of the space by
renewal, extension, or renegotiation; (iii) subject to a specific expansion
right, right of first refusal, or right of first offer of another tenant in the
Building unless and until such tenant shall have failed to timely exercise its
option.
  2
 52(b).  At
lease ten (10) months before any Available Space will be vacant (or earlier if a
lease thereof is terminated before the expiration of its term), Landlord shall
notify Tenant in writing of the amount of Available Space and the financial
terms upon which it is being offered to prospective tenants.  Tenant
shall have fifteen (15) days after its receipt of such notification to inform
Landlord that it will lease the Available Space upon the terms offered by the
Landlord.  If within such fifteen (15)-day period, Tenant fails to so
inform Landlord or to inform Landlord that it does not intend to lease such
space, then Tenant’s right to lease the Available Space shall expire, and
Landlord shall be free to lease such space to any third party upon terms no more
favorable than those offered to Tenant.  If Tenant accepts Landlord’s
offer, Tenant must lease all of the Available Space offered.
 
 52(c).  If
within one hundred eighty (180) days after Landlord first notified Tenant of any
Available Space, such Available Space remains unleased, Landlord shall again
inform Tenant that the Available Space still exists and the financial terms upon
which it is then being offered to prospective tenants.  Tenant shall
have shall have fifteen (15) days after its receipt of such notification to
inform Landlord that it will lease the Available Space upon the terms offered by
the Landlord.  If Tenant fails to so inform Landlord or to inform
Landlord that it does not intend to lease such space, then Tenant’s right to
lease the Available Space shall expire, and Landlord shall be free to lease such
space to any third party upon terms no more favorable than those offered to
Tenant.  Tenant’s right of first offer under this Article shall be
reinstated every one hundred eighty (180) days until the Available Space is
leased.
 
 52(d).  The
term of the lease for the Available Space shall commence on the date that
Landlord delivers the Available Space to Tenant for occupancy (the “Available
Space Commencement Date”) and shall expire upon expiration of the Term unless
Landlord and Tenant agree otherwise; however, if the previous tenant or occupant
of all or any portion of the Available Space holds over or otherwise refuses to
surrender or vacate such space on or before the date such space was to be made
available to Tenant, Landlord shall not be liable to Tenant for any wrongful
holdover by such tenant or occupant.  In such event, the date on which
Tenant is obligated to commence payment of Monthly Base Rent in respect of such
Available Space shall be postponed by the sum of the number of days required for
Landlord to obtain and deliver to Tenant possession of such space.
 
 52(e).  Within
fifteen (15) days after Tenant’s notification to Landlord that Tenant will lease
the Available Space, Landlord shall prepare and submit to Tenant an addendum to
this Lease incorporating such space as part of the Demised Premises and the
financial terms of the accepted offer into this Lease.  In all other
respects, the terms and conditions of this Lease shall remain in effect and
shall apply to the Available Space leased.  If Tenant does not execute
such addendum within fifteen (15) days of its receipt of the same, then, at
Landlord’s option, Tenant’s rights to lease the Available Space shall be null
and void and of no further force and effect.
  3
  52(f).  At
Landlord’s option, Tenant shall have no right to lease the Available Space, if
any of the following are true either at the time Tenant send to Landlord notice
of Tenant’s exercise of its intention to lease the Available Space or on the
Available Space Commencement Date: (i) the Lease has been terminated (either at
the time of sending notice or on the Available Space Commencement Date); (ii) an
Event of Default has occurred or an event has occurred which with the giving of
notice would constitute an Event of Default; (iii) Tenant or its Permitted
Transferees do not occupy at least 200,000 rentable square feet of the Demised
Premises; or (iv) there has been a material adverse change in Tenant’s net worth
since the date this Lease was originally executed and delivered .  At
such time as Tenant sends notice to Landlord of its intent to exercise its right
to lease the Available Space, Tenant shall be bound to lease such space on the
terms set forth in this Article.  If Tenant shall not be entitled to
exercise such right to lease Available Space because of the foregoing provisions
of this subsection, such right shall be rendered void and of no force and
effect.
 
 52(g).  The
right of first offer under this Article is personal to Tenant and its Permitted
Transferees and may not be exercised by an assignees or subtenants of Tenant or
its Permitted Transferees, whether or not Landlord has consented to such
assignment or subletting.”




It is the
intention and agreement of the parties that Tenant’s right of first offer
provided for in Article 52 of the Original Lease (as amended above in Paragraph
3 of this Second Amendment) shall only come into existence if the entry by
Tenant and Building  Two Owner into Building Two Construction
Agreement and the Building Two Lease is initiated, negotiated and consummated in
strict accordance with all of the specific deadlines, terms and conditions which
govern the right of Tenant to exercise its option to expand into Building Two
Expansion Space (as such term was defined in Section 51(a)(1) of the Original
Lease) under Article 51 of the Original Lease, but not otherwise.





4.  Counterparts.  This
Second Amendment may be executed in any number of identical counterparts, any or
all of which may contain the signatures of fewer than all of the parties but all
of which shall be taken together in a single document.





5.  Effect of This Second
Amendment.  As expressly amended hereby, the Lease shall remain
in full force and effect and fully binding upon the Landlord and its successors
and assigns and the Tenant and its permitted successors and
assigns.  In the event of any conflict between the terms of the Lease
and the terms of this Second Agreement, the terms of this Second Amendment shall
govern.





6.  Governing
Law.  This Second Amendment shall be governed by, and construed
in accordance with, the internal laws of the State of Maryland, without regard
to the conflicts of law principles thereof.




4




IN WITNESS WHEREOF, each party hereto
has executed this Second Amendment by its duly authorized representative as of
the day, month and year first above written.








ORIX
      COLUMBIA, INC.By:Name:Title:MICROS
      SYSTEMS, INC.By:Name:Title:




5


THIRD AMENDMENT TO LEASE
AGREEMENT





THIS THIRD AMENDMENT TO LEASE AGREEMENT
(the “Third Amendment”) is made as of the 1st day of March, 2006, by and between
COLUMBIA GATEWAY OFFICE CORPORATION, a Delaware corporation (“Landlord”), and
MICROS SYSTEMS, INC., a Maryland corporation (“Tenant”).





RECITALS





A.  Landlord
(as successor-in-interest to Orix Columbia, Inc.) and Tenant entered into that
certain Lease Agreement dated as of August 17, 1998 (the “Original Lease”), as
amended by that certain First Amendment to Lease Agreement (the “First
Amendment”) dated as of October 27, 1999, that certain Declaration (the
“Declaration”) dated as of March 9, 2001 and that certain Second Amendment to
Lease Agreement dated as of December 26, 2001, for 247,624 rentable square feet
("RSF") of space (the “Demised Premises”) comprising all of the rentable area in
a five-story office building (the “Building”) constructed for Tenant’s
headquarters on certain land (the “Land”) described in Exhibit I-A of the First
Amendment in an office park development known as “Columbia Gateway” in Columbia,
Maryland.  The Lease Agreement, as amended by the First Amendment, the
Declaration and the Second Amendment, is hereinafter referred to as the
“Lease.”





B.  Landlord
and Tenant desire to enter into this Third Amendment for the purpose of
extending the Term of the Lease, upon the terms and conditions set forth
hereinbelow.





C.  All
capitalized terms herein shall have the meaning ascribed thereto in the Lease
unless otherwise specifically defined herein.





NOW,
THEREFORE, FOR AND IN CONSIDERATION of the entry into this Third Amendment by
the parties hereto, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto do hereby
agree as follows:





1.  Recitals.  The
foregoing recitals are in all respects true and correct and are incorporated
herein by this reference in their entirety.





2.  Term.  Effective
as of March 1, 2006, the Term of the Lease shall be extended so as to be
comprised of a ten (10) year period commencing March 1, 2006 and expiring at
11:59 p.m. on February 28, 2016.  All references to the "Term" in the
Lease shall hereafter be deemed to mean and refer to the Term, as so extended by
this Third Amendment.





3.  Base
Rent.  Effective as of March 1, 2006 and continuing throughout
the balance of the Term (as extended hereby), the calculation of the annual Base
Rent and Monthly Base Rent payable by Tenant to Landlord under the Lease shall
be changed from being based upon the rates set forth in Paragraph 6 of the
Declaration to the rates and amounts set forth immediately below for the
indicated periods of the Term:





Period
            Base Rent Per RSF Per Annum
            Monthly Base Rent3/1/06-3/31/06
            $14.71
            $303,545.754/1/06-2/28/07
            $15.00
            $309,530.003/1/07-2/29/08
            $15.00
            $309,530.003/1/08-2/28/09
            $15.00
            $309,530.003/1/09-2/28/10
            $17.00
            $350,800.673/1/10-2/28/11
            $17.00
            $350,800.673/1/11-2/29/12
            $17.00
            $350,800.673/1/12-2/28/13
            $17.50
            $361,118.333/1/13-2/28/14
            $18.00
            $371,436.003/1/14-2/28/15
            $18.00
            $371,436.003/1/15-2/29/16
            $18.00
            $371,436.00









4.  Additional
Rent.  Effective as of March 1, 2006 and continuing throughout
the balance of the Term (as extended hereby), Tenant shall continue to be
obligated to pay, monthly in advance, as Additional Rent, Tenant’s Pro Rata
Share (i.e., 100%) of
Operating Expenses (based upon Estimated Operating Expenses), all as
contemplated by and provided for in Articles 4 and 5 and the other relevant
provisions of the Lease.





5.  Counterparts.  This
Third Amendment may be executed in any number of identical counterparts, any or
all of which may contain the signatures of fewer than all of the parties but all
of which shall be taken together as a single instrument.





6.  Effect of This Third
Amendment.  As expressly amended hereby, the Lease shall remain
in full force and effect and fully binding upon the Landlord and its successors
and assigns and the Tenant and its permitted successors and
assigns.  In the event of any conflict between the terms of the Lease
and the terms of this Third Amendment, the terms of this Third Amendment shall
govern.





7.  Governing
Law.  This Third Amendment shall be governed by and construed
in accordance with the internal laws of the State of Maryland, without regard to
the conflicts of law principles thereof.





IN
WITNESS WHEREOF, each party hereto has executed this Third Amendment by its duly
authorized representative as of the day, month and year first above
written.




COLUMBIA
      GATEWAY OFFICE CORPORATIONBy:Name:Title:MICROS
      SYSTEMS, INC.By:Name:Title:
  2