EX-10.3 2800 Eisenhower Avenue, Alexandria VA Lease between HUB Properties Trust, landlord and Dimensions International, Inc. Tenant dated March 3, 2004
























2800 Eisenhower Avenue

  Alexandria, Virginia


LEASE


 


BY AND BETWEEN


 


 


HUB PROPERTIES TRUST,


LANDLORD


 


AND


 


DIMENSIONS
INTERNATIONAL, INC.


TENANT.


 


 











ARTICLE 1.......... Reference Data........................................................................................ 1


1.1...... Introduction and Subjects Referred To...................................................................... 1


1.2...... Exhibits.................................................................................................................... 2


ARTICLE 2.......... Premises and Term.................................................................................. 3


2.1...... Premises.................................................................................................................. 3


2.2...... Term........................................................................................................................ 3


2.3...... Extension Option...................................................................................................... 3


2.4...... Measurement of the Premises................................................................................... 5


2.5...... Right of First Offer................................................................................................... 6


ARTICLE 3.......... Commencement and Condition....................................................... 6


3.1...... Commencement Date............................................................................................... 6


3.2...... Condition/Delivery of the Premises............................................................................ 7


3.3...... Preparation of the
Premises...................................................................................... 7


ARTICLE 4.......... Rent, Additional Rent, Insurance and Other
Charges........ 8


4.1...... The Annual Fixed Rent............................................................................................. 8


4.2...... Additional Rent........................................................................................................ 8


4.2.1... Real Estate Taxes......................................................................................... 8


4.2.2... Operating Costs......................................................................................... 10


4.2.3... Audit Right................................................................................................. 12


4.3...... Personal Property and Sales Taxes......................................................................... 13


4.4...... Insurance............................................................................................................... 13


4.5...... Utilities................................................................................................................... 15


4.6...... Late Payment of Rent............................................................................................. 15


ARTICLE 5.......... Landlord’s Covenants...................................................................... 15


5.1...... Affirmative Covenants............................................................................................ 15


5.1.1... Heat and Air-Conditioning.......................................................................... 15


5.1.2... Cleaning; Water......................................................................................... 16


5.1.3... Elevator, Lighting and Electricity................................................................. 16


5.1.4... Repairs...................................................................................................... 17


5.2...... Interruption............................................................................................................ 18


5.3...... Outside Services.................................................................................................... 18


5.4...... Access to Building.................................................................................................. 19


5.5...... Parking.................................................................................................................. 19


5.6...... Indemnification....................................................................................................... 20


ARTICLE 6.......... Tenant’s Additional Covenants................................................... 20


6.1...... Affirmative Covenants............................................................................................ 20


6.1.1... Perform Obligations.................................................................................... 20


6.1.2... Use............................................................................................................ 20


6.1.3... Repair and Maintenance............................................................................. 20


6.1.4... Compliance with Law................................................................................. 21


6.1.5... Indemnification........................................................................................... 21


6.1.6... Landlord’s Right to Enter............................................................................ 21


6.1.7... Personal Property at Tenant’s Risk............................................................. 22


6.1.8... Payment of Landlord’s Cost of Enforcement............................................... 22


6.1.9... Yield Up.................................................................................................... 22


6.1.10. Rules and Regulations................................................................................. 23


6.1.11. Estoppel Certificate.................................................................................... 23


6.1.12. Landlord’s Expenses For Consents............................................................. 23


6.1.13. Financial Information.................................................................................. 23


6.2...... Negative Covenants............................................................................................... 23


6.2.1... Assignment and Subletting.......................................................................... 23


6.2.2... Nuisance.................................................................................................... 27


6.2.3... Floor Load; Heavy Equipment.................................................................... 27


6.2.4... Electricity................................................................................................... 27


6.2.5... Installation, Alterations or Additions............................................................ 28


6.2.6... Abandonment............................................................................................. 29


6.2.7... Signs.......................................................................................................... 29


6.2.8... Oil and Hazardous
Materials....................................................................... 29


ARTICLE 7.......... Casualty or Taking............................................................................. 31


7.1...... Termination............................................................................................................ 31


7.2...... Restoration............................................................................................................. 31


7.3...... Award................................................................................................................... 32


7.4...... Effect of Casualty or
Taking on the Tax Excess and the Operating Cost Excess....... 32


ARTICLE 8.......... Defaults.................................................................................................... 32


8.1...... Default of Tenant.................................................................................................... 32


8.2...... Remedies............................................................................................................... 33


8.3...... Remedies Cumulative............................................................................................. 34


8.4...... Landlord’s Right to Cure Defaults........................................................................... 34


8.5...... Holding Over......................................................................................................... 35


8.6...... Effect of Waivers of Default.................................................................................... 35


8.7...... No Waiver, etc...................................................................................................... 35


8.8...... No Accord and
Satisfaction.................................................................................... 35


ARTICLE 9.......... Rights of Holders................................................................................. 36


9.1...... Rights of Mortgagees or Ground Lessor.................................................................. 36


9.2...... Modifications......................................................................................................... 37


9.3...... Subordination,
Non-Disturbance and Attornment.................................................... 37


ARTICLE 10........ Miscellaneous Provisions............................................................... 37


10.1.... Notices.................................................................................................................. 37


10.2.... Quiet Enjoyment; Landlord’s Right to Make
Alterations, Etc................................... 37


10.3.... Lease not to be Recorded; Confidentiality of Lease
Terms...................................... 38


10.4.... Assignment of Rents and Transfer of Title; Limitation
of Landlord’s Liability............. 39


10.5.... Landlord’s Default.................................................................................................. 39


10.6.... Notice to Mortgagee and Ground Lessor................................................................ 40


10.7.... Brokerage.............................................................................................................. 40


10.8.... Applicable Law and Construction........................................................................... 40


10.9.... Rooftop Dish.......................................................................................................... 41











LEASE



  2800 Eisenhower Avenue

  Alexandria, Virginia


ARTICLE 1



Reference Data


1.1             
Introduction and Subjects Referred To.


This is a lease (this “Lease”) entered into
by and between Hub Properties Trust,
a Maryland real estate investment trust (“Landlord”), and Dimensions International, Inc., a Virginia corporation (“Tenant”).


Each reference in this Lease to any of the following terms
or phrases shall be construed to incorporate the corresponding definition
stated in this Section 1.1.


	
  Date of this Lease:

  	
  March  3, 2004.

  
	
  Building and Property:

  	
  That building in the City of
  Alexandria, Virginia known as 2800 Eisenhower Avenue (the “Building”).
  The Building and the land parcels on which it is located and the sidewalks
  adjacent thereto are hereinafter collectively referred to as the “Property”.

  
	
  Premises:

  	
  The entire third (3rd)
  floor of the Building, substantially as shown on Exhibit A hereto.

  
	
  Premises Rentable Area:

  	
  29,973 square feet.

  
	
  Original Term:

  	
  The period commencing on the
  Commencement Date and expiring June 30, 2014.

  
	
  Annual Fixed Rent:

  	
  The sum of the following amounts, as the same may be
  adjusted pursuant to the terms of the Lease.

  



 


	 
	
  
  Dates

  

  	
  
  Annual Fixed Rent

  

  	
  
  monthly payment

  

  
	 
	
  7/1/04 — 6/30/07*

  	
  $599,460.00

  	
  $49,955.00

  
	 
	
  7/1/07 — 6/30/08

  	
  $809,271.00

  	
  $67,439.25

  
	 
	
  7/1/08 — 6/30/09

  	
  $833,549.13

  	
  $69,462.43

  
	 
	
  7/1/09 — 6/30/10

  	
  $858,555.60

  	
  $71,546.30

  
	 
	
  7/1/10 — 6/30/11

  	
  $884,312.26

  	
  $73,692.69

  
	 
	
  7/1/11 — 6/30/12

  	
  $910,841.62

  	
  $75,903.47

  
	 
	
  7/1/12 — 6/30/13

  	
  $938,166.86

  	
  $78,180.57

  
	 
	
  7/1/13 — 6/30/14

  	
  $966,311.86

  	
  $80,525.99

  
	 
	
   

  	
   

  	
   

  
	
   

  	
  *Tenant shall only be
  required to pay Annual Fixed Rent during this period if the Commencement Date
  occurs prior to July 1, 2007 as set forth in Section 3.1 hereof.

  
	
  Base Taxes:

  	
  The Taxes (as defined in
  Subsection 4.2.1) for the 2007 calendar year, as the same may be reduced by
  the amount of any abatement.

  
	
  Base Operating Costs:

  	
  The Operating Costs (as
  defined in Subsection 4.2.2) for the 2007 calendar year.

  
	
  Tenant’s Percentage:

  	
  Twenty-six and 12/100 percent
  (26.12%).

  
	
  Permitted Uses:

  	
  General office use, subject
  to the provisions of Subsection 6.1.2.

  
	
  Security Deposit:

  	
  None.

  
	
  Commercial General
  Liability Insurance Limits:

  	
  $5,000,000 per occurrence
  (combined single limit) for property damage, bodily and personal injury and
  death.

  
	
  Original Address of
  Landlord:

  	
  c/o REIT Management and
  Research LLC

    400 Centre Street

    Newton, MA 02458

  
	
  Landlord’s Agent:

  	
  REIT Management and Research
  LLC

  or such other entity as shall
  be designated by Landlord from time to time.

  
	
  Original Address of Tenant:

  	
  2800 Eisenhower Avenue, Suite 300

    Alexandria, VA 22314-5209

  Attention: Chief Financial Officer

  
	
	
	
	
	




 


1.2             
Exhibits.


The Exhibits listed below in this section are incorporated
in this Lease by reference and are to be construed as a part of this Lease.


EXHIBIT A.    Plan showing the
Premises.


EXHIBIT B.     Rules and
Regulations.


EXHIBIT C.    Alterations
Requirements.


EXHIBIT D.    Contractor’s Insurance Requirements.


ARTICLE 2



Premises and Term


2.1             
Premises.  Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord, subject to and with the benefit of the terms, covenants,
conditions and provisions of this Lease, the Premises, excluding exterior faces
of exterior walls, the common lobbies, hallways, stairways, stairwells,
elevator shafts and other common areas, and the escalators, elevators, pipes,
ducts, conduits, wires and appurtenant fixtures and other common facilities
serving the common areas, the Premises and the premises of other tenants in the
Building.


Tenant shall have, as appurtenant to the Premises, rights
to use, in common with others, subject to reasonable rules of general
applicability to tenants of the Building from time to time made by Landlord of
which Tenant is given notice: (a) the common lobbies, hallways and stairways of
the Building, (b) the common escalators, elevators, pipes, ducts, conduits,
wires and appurtenant fixtures and other common facilities serving the
Premises, (c) common walkways and driveways (if any) necessary for access to
the Building, and (d) if the Premises include less than all of the rentable
area of any floor of the Building, the common toilets and other common
facilities located on such floor.


2.2             
Term.  The term of this Lease shall be for a period beginning
on the Commencement Date (as defined in Section 3.1) and continuing for the
Original Term and any extension of the term hereof in accordance with the
provision of this Lease, unless sooner terminated as hereinafter provided. When
the dates of the beginning and end of the Original Term have been determined
such dates shall be evidenced by a document executed by Landlord and Tenant and
delivered each to the other, but the failure of Landlord and Tenant to execute
or deliver such document shall have no effect upon such dates. The Original
Term and any extension of the term hereof in accordance with the provisions of
this Lease is hereinafter referred to as the “term” of this
Lease.


2.3             
Extension Option.  So long as this Lease is still in full
force and effect, and the named Tenant as set forth in Section 1.1 (or any
successor by merger, or any Affiliate) shall actually occupy at least 50% of
the Premises, Tenant shall have the right to extend the term of this Lease for
one (1) additional period (the “Extended Term”) of five (5)
years.  The Extended Term shall commence on July 1, 2014 and shall end on June
30, 2019.  All of the terms, covenants and provisions of this Lease applicable
immediately prior to the expiration of the Original Term shall apply to the
such Extended Term except that (i) the Annual Fixed Rent for the Extended Term
shall be the Market Rate (as hereinafter defined) for the Premises determined
as of the commencement of the Extended Term, as designated by Landlord by
notice to Tenant (“Landlord’s Notice”), but subject to Tenant’s
right to dispute as hereinafter provided; and (ii) Tenant shall have no further
right to extend the term of this Lease beyond the Extended Term hereinabove
provided.  If Tenant shall elect to exercise the aforesaid option, it shall do
so by giving Landlord notice of its election not later than January 1, 2014. 
If Tenant fails to give such notice to Landlord, the term of this Lease shall
automatically terminate no later than June 30, 2014, and Tenant shall have no
further option to extend the term of this Lease unless otherwise agreed to by
Landlord and Tenant, it being agreed that time is of the essence with respect
to the giving of such notice.  If Tenant shall extend the term hereof pursuant
to the provisions of this Section 2.3, such extension shall be automatically
effected without the execution of any additional documents, but the parties
shall, at either’s request, execute an agreement confirming the Annual Fixed
Rent for the Extended Term.


“Market Rate” shall mean the then fair
market annual rental rate and terms for the Premises for the applicable period
(determined as set forth below).  If Tenant disagrees with Landlord’s
designation of the Market Rate, and the parties cannot agree upon the Market
Rate by the date that is thirty (30) days following Landlord’s Notice, then the
Market Rate shall be submitted for determination as follows: Within fifteen
(15) days after the expiration of such thirty (30) day period, Landlord and
Tenant shall each give notice to the other specifying the name and address of
the broker each has chosen.  The two brokers so chosen shall meet within ten
(10) days after the second broker is appointed and if, within twenty (20) days
after the second broker is appointed, the two brokers shall not agree upon a
determination of the Market Rate in accordance with the provisions of this
Section 2.3 they shall together appoint a third broker.  If only one broker
shall be chosen whose name and address shall have been given to the other party
within such fifteen (15) day period and who shall have the qualifications
hereinafter set forth, that sole broker shall render the decision which would
otherwise have been made as hereinabove provided.


If said two brokers cannot agree upon the appointment of a
third broker within ten (10) days after the expiration of such twenty (20) day
period, then either party, on behalf of both and on notice to the other, may
request such appointment by the nearest office of the American Arbitration
Association (or any successor organization) in accordance with its then
prevailing rules.  In the event that all three brokers cannot agree upon such
Market Rate within ten (10) days after the third broker shall have been
selected, then each broker shall submit his or her designation of such Market
Rate to the other two brokers in writing; and Market Rate shall be determined
by calculating the average of the two numerically closest (or, if the values
are equidistant, all three) values so determined.


Each of the brokers selected as herein provided shall have
at least ten (10) years experience as a commercial real estate broker in the
greater Alexandria, Virginia area (i.e., the Washington Capital Beltway area)
dealing with properties of the same type and quality as the Building.  Each
party shall pay the fees and expenses of the broker it has selected and the
fees of its own counsel.  Each party shall pay one half (1/2) of the fees and
expenses of the third broker (or the sole broker, if applicable) and all other
expenses of the appraisal.  The decision and award of the broker(s) shall be in
writing and shall be final and conclusive on all parties, and counterpart
copies thereof shall be delivered to both Landlord and Tenant.  Judgment upon
the award of the broker(s) may be entered in any court of competent
jurisdiction.


Both brokers or a majority of them (or the sole broker, if
applicable) shall determine the Market Rate of the Premises for the Extended
Term and render a decision and award as to their determination to both Landlord
and Tenant (a) within twenty (20) days after the appointment of the second
broker, (b) within twenty (20) days after the appointment of the third broker
or (c) within fifteen (15) days after the appointment of the sole broker, as
the case may be.  In rendering such decision and award, the broker(s) shall
assume (i) that neither Landlord nor the prospective tenant is under a
compulsion to rent, (ii) that Landlord and Tenant are typically motivated,
well-informed and well-advised, and each is acting in what it considers its own
best interest and (iii) that in the event the Premises are destroyed or damaged
by fire or other casualty prior to the commencement of the Extended Term, they
have been fully restored.  The brokers shall also take into consideration any
increases or possible increases in rent then being included in leases for
comparable space in the Building or in comparable buildings based on changes in
price indices, cost of living or other similar increases, or periodic market
rental adjustments.  In rendering such decision and award, the broker(s) shall
consider the fair market annual rents (as the same may increase over time) then
being charged for comparable available space in comparable buildings in the
greater Alexandria, Virginia area, but shall not modify the provisions of this
Lease.


If the dispute between the parties as to the Market Rate
has not been resolved before the commencement of Tenant’s obligation to pay the
Annual Fixed Rent based upon determination of such Market Rate, then Tenant
shall pay the Annual Fixed Rent under the Lease based upon the Market Rate
designated by Landlord in Landlord’s Notice until either the agreement of the
parties as to the Market Rate, or the decision of the broker(s), as the case
may be, at which time Tenant shall pay any underpayment of the Annual Fixed
Rent to Landlord, or Landlord shall refund any overpayment of the Annual Fixed
Rent to Tenant.


Landlord and Tenant hereby waive the right to an
evidentiary hearing before the broker(s) and agree that the appraisal shall not
be an arbitration nor be subject to state or federal law relating to
arbitrations.


2.4             
Measurement of the Premises.  Landlord and Tenant agree that
the Premises Rentable Area identified in Section 1.1 is recited for Landlord’s
administrative purposes only and that, although the Annual Fixed Rent has been
determined by reference to such square footage (regardless of the possibility
that the actual measurement of the Premises may be more or less than the number
identified, irrespective of measurement method used), Annual Fixed Rent and
Tenant’s Percentage shall not be changed except as expressly provided in this
Section 2.4.


Either party hereto may, not later than thirty (30) days
after the Date of this Lease, request that an exact measurement of the Premises
be made in accordance with the measurement method recommended by Building
Owners and Managers Association.  Such measurement shall be made by an
architect or engineer designated by Landlord at the cost and expense of the
requesting party.  If the rentable area of the Premises, as so measured, is
more than one hundred one percent (101%) or less than ninety-nine percent (99%)
of the Premises Rentable Area as set forth in Section 1.1: (i) the definition
of Premises Rentable Area set forth in Section 1.1 shall be deemed amended in
accordance with such measurement; (ii) Annual Fixed Rent shall, be recomputed
by multiplying the Annual Fixed Rent as set forth in Section 1.1 by a fraction
(the “Fraction”), the numerator of which shall be the rentable
area as so measured and the denominator of which shall be the Premises Rentable
Area set forth in Section 1.1; and (iii) Tenant’s Percentage shall be
recomputed to be the percentage determined by multiplying Tenant’s Percentage
as set forth in Section 1.1 by the Fraction.  Any payment due to Landlord as
the result of such adjustment shall be paid within fifteen (15) days after
notice to Tenant of such computation.  Any payment due to Tenant as a result of
such adjustment shall be credited against installments of Annual Fixed Rent
thereafter becoming due.  In the event of any adjustment pursuant to this
Section 2.4, Landlord and Tenant shall promptly execute a written statement
setting forth the recomputed Premise Rentable Area, Annual Fixed Rent, and
Tenant’s Percentage, but the failure by either party to execute such a
statement shall have no effect on the validity of such recomputation.


If (i) neither Landlord nor Tenant requests any adjustment
as herein provided within the time limit provided, or (ii) such adjustment is
requested, but the rentable area is within the two (2%) percent range set forth
above, Annual Fixed Rent, Tenant’ s Percentage, and Premises Rentable Area
shall remain as set forth in Section 1.1, and neither Landlord nor Tenant shall
have any right to any adjustment.


2.5             
Right of First Offer.  So long as (i) there then exists no
Default of Tenant, (ii) Dimensions International, Inc. (or any successor by
Merger or any Affiliate) shall occupy the entire Premises, and (iii) this Lease
is still in full force and effect, then if any space located in the Building
shall become available for lease by Landlord, Landlord shall so notify Tenant,
and shall identify the space available (the “Offered Space”)
together with the rental rate and other terms and conditions (collectively, the
“Terms”) under which in good faith Landlord intends to offer such
space to third parties (which may include a term whose expiration date is not
co-terminous with the term applicable to the space then constituting the
Premises demised hereunder) and the date on which such Offered Space is
expected to be available, and Tenant may, by giving notice to Landlord within
ten (10) days after receipt of such notice, irrevocably elect to lease the
Offered Space on the Terms.  If Tenant shall have so elected to lease the
Offered Space, it shall enter into an amendment to this Lease within ten (10)
days after it shall have received the same from Landlord, confirming the lease
of such Offered Space to Tenant on the Terms.  If Tenant shall not elect to
lease the Offered Space within the aforesaid 10-day period, then Landlord shall
thereafter be free to lease any or all of such Offered Space to a third party
or parties from time to time on such terms and conditions as it may deem
appropriate, it being agreed that time is of the essence with respect to the
exercise of Tenant’s rights under this paragraph.  The provisions hereof shall
not apply, and space shall not be deemed “available for lease” hereunder if
Landlord shall intend either (a) to enter into a lease of such space pursuant
to the terms of the lease to Statoil Energy, Inc. or (b) to renew or extend the
lease with (or grant a new lease to) Statoil Energy, Inc. or any other entity
(or any party affiliated with such entity) then occupying such space pursuant
to a sublease in effect as of the Date of this Lease.


ARTICLE 3



Commencement and Condition


3.1             
Commencement Date.  The “Commencement Date”
shall be the earlier to occur of (i) July 1, 2007 or (ii) the date that
Landlord elects to have the term of this Lease commence pursuant to paragraph
10(b) of that certain Consent to Sublease Agreement (the “Consent”),
dated March ___ 2004, by and among Landlord, Statoil Energy, Inc., Hess Energy,
Inc. and Tenant.  Landlord and Tenant acknowledge that Tenant shall have
occupied the Premises prior to the Commencement Date pursuant to a Sub-Sublease
Agreement, dated ___________, 2004, by and between Hess Energy, Inc. and Tenant
(the “Sublease”).  Landlord and Tenant agree that the Sublease
and the Consent shall apply only through the day preceding the Commencement
Date and, with respect to periods thereafter, Landlord’s and Tenant’s
obligations shall be governed only by this Lease.


3.2             
Condition/Delivery of the Premises.  Tenant acknowledges that
it has inspected the Premises and the Building and has found the condition of
both satisfactory and is not relying on any representations of Landlord or
Landlord’s agents or employees as to such condition and is agreeing to accept
the Premises in “as is” condition.


3.3             
Preparation of the Premises.  Tenant may, at its sole cost
and expense, have plans (“Tenant’s Plans”) prepared for certain
improvements to the Premises that it desires to perform, which shall be in
accordance with Landlord’s plan submission standards set forth in Exhibit C
attached hereto and made a part hereof, and submit the same to Landlord for
Landlord’s reasonable approval.  Promptly after approval of Tenant’s Plans by
Landlord, Tenant shall exercise all reasonable efforts to complete the work
specified therein (collectively, the “Third Floor Work”), in a
timely manner.  Landlord shall provide Tenant with a single improvement
allowance (the “Landlord’s Contribution”) equal to the lesser of
the cost of the Third Floor Work shown by such invoices or $524,527.50.  For
purposes of this paragraph, “cost” shall be the actual cost to Tenant of
performing the Third Floor Work including, without limitation, all
architectural and engineering fees and expenses and all contractor charges for
the cost of the work and materials, profit, general conditions and overhead and
supervision and all filing fees and other permitting costs.  Notwithstanding
the foregoing, Landlord agrees that Tenant may apply up to $149,865.00 of
Landlord’s Contribution towards independent third party “soft” costs associated
with the Third Floor Work, including, without limitation, consulting fees,
costs of cabling, set up of computers, modems, telephones, other office
equipment and any applicable moving costs.


Tenant may requisition payment of Landlord’s Contribution
monthly, provided that the installments (hereinafter “Progress Payments”)
of Landlord’s Contribution shall not exceed the costs invoiced to Tenant as of
the date of requisition toward which Landlord’s Contribution may be applied,
less any amounts previously paid by Landlord.  Each requisition for a Progress
Payment shall include (i) a detailed breakdown of the costs of the Third Floor
Work incurred during the period covered by the requisition and to date, (ii)
copies of invoices from Tenant’s architect, contractor and/or supplier(s), as
applicable, for all such costs of the Third Floor Work (to the extent not
submitted with a prior requisition), (iii) a certification from Tenant’s
architect that all of the construction work to be paid for by the Progress
Payment has been completed in accordance with Tenant’s Plans, and (iv) waivers
and releases of liens from all parties providing labor or materials in
connection with such portion of the Third Floor Work to be paid for by the
Progress Payment and all prior work.  Landlord shall make each Progress Payment
within thirty (30) days after Landlord’s receipt of a Progress Payment
requisition with all required supporting documentation.  After the completion
of all of the Third Floor Work, Tenant may submit a requisition to Landlord for
payment of the balance of Landlord’s Contribution (the “Final Payment”). 
Such requisition shall include (i) a detailed breakdown of all of the costs of
the Third Floor Work, (ii) copies of invoices from Tenant’s architect,
contractor and/or supplier(s), as applicable, for all costs to be reimbursed by
the Final Payment, to the extent not previously provided, (iii) full and final
lien waivers from all parties providing labor or materials in connection with
the Third Floor Work and (iv) a certificate of occupancy for the Premises. 
Landlord shall make the Final Payment to Tenant within thirty (30) days after
Landlord’s receipt of a timely requisition for the Final Payment with all
required supporting documentation.  Notwithstanding any of the foregoing,
Landlord shall have no obligation to make any Progress Payment or the Final
Payment at any time during which Tenant shall be in default of any of its
obligations under this Lease.


Landlord and Tenant acknowledge that the Third Floor Work
or portions thereof may be performed by Tenant prior to the Commencement Date
(i.e., during the term of the Sublease) and, to the extent that any portion (or
all) of Landlord’s Contribution has been applied towards any work performed
prior to the Commencement Date, it shall not be available to Tenant during the
term of this Lease.  Any Third Floor Work performed prior to the Commencement
Date must be performed in accordance with the requirements of this Lease,
including, without limitation, the requirements specified in Section 6.2.5,
Exhibit C and Exhibit D.


ARTICLE 4



Rent, Additional Rent, Insurance and
Other Charges


4.1             
The Annual Fixed Rent.  Tenant shall pay Annual Fixed Rent to
Landlord, or as otherwise directed by Landlord, without offset, abatement
(except as provided in Article 7), deduction or demand.  Annual Fixed Rent
shall be payable in equal monthly installments, in advance, on the first day of
each and every calendar month during the term of this Lease, at the Original
Address of Landlord, or at such other place as Landlord shall from time to time
designate by notice, by check or wire transfer drawn on a domestic bank.


Annual Fixed Rent for any partial month shall be prorated
on a daily basis (based on a 365 day year), and if Annual Fixed Rent commences
on a day other than the first day of a calendar month, the first payment which
Tenant shall make to Landlord shall be payable on the date Annual Fixed Rent
commences and shall be equal to such pro-rated amount plus the installment of
Annual Fixed Rent for the succeeding calendar month.


4.2             
Additional Rent.  Tenant covenants and agrees to pay Tenant’s
Percentage of Taxes and Operating Costs as provided in Sections 4.2.1 and 4.2.2
and all other charges and amounts payable by or due from Tenant to Landlord
(all such amounts referred to in this sentence being “Additional Rent”).


4.2.1       
Real Estate Taxes.  If Taxes (as hereinafter defined)
assessed against the Property (or estimated to be due by governmental
authority) for any fiscal tax period (a “Tax Year”) during the
term of this Lease shall exceed Base Taxes, whether due to increase in rate or
reassessment of the Property, or both, Tenant shall reimburse Landlord
therefor, as Additional Rent, in an amount equal to Tenant’s Percentage of any
such excess (the “Tax Excess”).  Except as otherwise provided in
the immediately following paragraph, Tenant shall pay the Tax Excess to
Landlord at least ten (10) days prior to the date or dates within any year
during the term hereof that the same, or any fractional share thereof, shall be
due and payable to any governmental authority responsible for collection of
same (as stated in a notice to Tenant given at least thirty (30) days prior to
the date or dates any such payment shall be due, which notice shall set forth
the manner of computation of any Tax Excess due from Tenant), except that such
payment shall be made to Landlord not later than ten (10) days after such notice
to Tenant, if such notice is given subsequent to the date thirty (30) days
prior to the date the same is due and payable as aforesaid.


At Landlord’s election, Tenant shall pay to Landlord, as
Additional Rent on the first day of each calendar month during the term but
otherwise in the manner provided for the payment of Annual Fixed Rent,
estimated payments on account of the Tax Excess, such monthly amounts to be
sufficient to provide Landlord by the time Tax payments are due or are to be
made by Landlord a sum equal to the Tax Excess, as reasonably estimated by
Landlord from time to time on account of Taxes for the then current Tax Year. 
If the total of such monthly remittances for any Tax Year is greater than the
Tax Excess for such Tax Year, Landlord shall credit such overpayment against
Tenant’s subsequent obligations on account of Taxes (or promptly refund such
overpayment if the term of this Lease has ended and Tenant has no further
obligations to Landlord); if the total of such remittances is less than the Tax
Excess for such Tax Year, Tenant shall pay the difference to Landlord within
ten (10) days after being so notified by Landlord.


If, after Tenant shall have made all payments due to
Landlord pursuant to this subsection 4.2.1, Landlord shall receive a refund of
any portion of Taxes as a result of an abatement of such Taxes by legal
proceedings, settlement or otherwise (without either party having any
obligation to undertake any such proceedings), Landlord shall pay or credit to
Tenant Tenant’s Percentage of that percentage of the refund (after first
deducting actual, reasonable expenses, including attorneys’, consultants’ and
appraisers’ fees, incurred in connection with obtaining any such refund) which
equals the percentage of the applicable Tax Year included in the term hereof,
provided however, in no event shall Tenant be entitled to receive more than the
sum of payments actually made by Tenant on account of Taxes with respect to
such Tax Year or to receive any payment if Taxes for any Tax Year are less than
Base Taxes.


In the event that the Commencement Date shall occur or the
term of this Lease shall expire or be terminated during any Tax Year, or should
the Tax Year or period of assessment of real estate taxes be changed or be more
or less than one (1) year, or should Tenant’s Percentage be modified during any
Tax Year due to a change in the rentable area of the Building and/or the
Premises or otherwise, as the case may be, then the amount of Tax Excess which
may be otherwise payable by Tenant as provided in this subsection 4.2.1 shall
be pro-rated on a daily basis based on a 365 day Tax Year.


“Taxes” shall mean all taxes, assessments,
excises and other charges and impositions which are general or special,
ordinary or extraordinary, foreseen or unforeseen, of any kind or nature which
are levied, assessed or imposed at any time during the term by any governmental
authority upon or against or with respect to the Property, Landlord or the
owner or lessee of personal property used by or on behalf of Landlord in
connection with the Property, or taxes in lieu thereof, and additional types of
taxes to supplement real estate taxes due to legal limits imposed thereon.  If,
at any time during the term of this Lease, any tax or excise on rents or other
taxes, however described, are levied or assessed against Landlord, either
wholly or partially in substitution for, or in addition to, real estate taxes
assessed or levied on the Property, such tax or excise on rents from the
Property shall be included in Taxes; however, Taxes shall not include
franchise, estate, inheritance, succession, capital levy, income (except to the
extent that a tax on income or revenue is levied solely on rental revenues and
not on other types of income and then only from rental revenue generated by the
Property) or excess profits taxes assessed on Landlord.  Taxes also shall
include all actual court costs, attorneys’, consultants’ and accountants’ fees,
and other expenses reasonably incurred by Landlord contesting Taxes through and
including all appeals.  Taxes shall include any estimated payment made by
Landlord on account of a fiscal tax period for which the actual and final
amount of taxes for such period has-not been determined by the governmental
authority as of the date of any such estimated payment.


4.2.2       
Operating Costs.  If, during the term hereof, Operating Costs
(as hereinafter defined) paid or incurred by Landlord in any twelve-month
period established by Landlord (an “Operating Year”) shall exceed
Base Operating Costs, Tenant shall reimburse Landlord for the Tenant’s
Percentage of any such excess (such amount being hereinafter referred to as the
“Operating Cost Excess”).  Within one hundred twenty (120) days
after the end of each Operating Year, Landlord shall furnish to Tenant an itemized
statement of Operating Costs, prepared, allocated and computed in accordance
with generally accepted accounting principles, consistently applied (the “Final
Statement”).  Any Final Statement shall be final and binding upon
Tenant unless it shall within four (4) months after receipt thereof, contest
any items therein by giving notice to Landlord specifying each item contested
and the reasons therefor.  Except as otherwise provided in the immediately
following paragraph, Tenant shall pay the Operating Cost Excess to Landlord
within thirty (30) days from the date Landlord shall furnish to Tenant the
Final Statement.


At the election of Landlord, Tenant shall pay to Landlord,
as Additional Rent on the first day of each calendar month during the term but otherwise
in the manner provided for the payment of Annual Fixed Rent, estimated payments
on account of Operating Cost Excess, such monthly amounts to be sufficient to
provide to Landlord, by the end of each Operating Year, a sum equal to the
Operating Cost Excess for such Operating Year, as estimated by Landlord from
time to time during such Operating Year.  If, at the expiration of each
Operating Year in respect of which monthly installments of Operating Cost
Excess shall have been made as aforesaid, the total of such monthly remittances
is greater than the Operating Cost Excess for such Operating Year, Landlord
shall credit such overpayment against Tenant’s subsequent obligations on
account of Operating Costs (or promptly refund such overpayment if the term of
this Lease has ended and Tenant has no further obligation to Landlord); if the
total of such remittances is less than the Operating Cost Excess for such
Operating Year, Tenant shall pay the difference to Landlord within ten (10)
days after being so notified by Landlord.  In no event shall Tenant be entitled
to receive any reimbursement or credit if Operating Costs for any Operating
Year are less than Base Operating Costs.


In the event that the Commencement Date shall occur or the
term of this Lease shall expire or be terminated during any Operating Year or
Tenant’s Percentage shall be modified during any Operating Year due to a change
in the rentable area of the Building and/or the Premises or otherwise, as the
case may be, then the amount of Operating Cost Excess which may be payable by
Tenant as provided in this subsection 4.2.2 shall be pro-rated on a daily basis
based on a 365 day Operating Year.


“Operating Costs” shall include, without
limitation, all costs and expenses paid or incurred for the operation,
cleaning, management, maintenance, repair, upkeep and security of the Property,
including, without limitation:


(a)              
all salaries, wages, fringe benefits, payroll taxes and workmen’s
compensation insurance premiums related thereto and all other costs paid or
incurred with respect to employment of personnel engaged in operation,
administration, cleaning, maintenance, repair, upkeep and security of the
Property including, without limitation, supervisors, property managers,
accountants, bookkeepers, janitors, carpenters, engineers, mechanics,
electricians and plumbers;


(b)              
all utilities and other costs related to provision of heat
(including oil, steam and/or gas), electricity, air conditioning, and water
(including sewer charges) and other utilities to the Property (exclusive of
reimbursement to Landlord for any of same received as a result of direct
billing to any tenant of the Building);


(c)               
all costs, including supplies, material and equipment costs, for
cleaning and janitorial services to the Property, the Building and, if
applicable, adjacent walks and ways (including, without limitation, trash
removal and interior and exterior window cleaning), and interior and exterior
landscaping and pest control;


(d)              
the cost of replacements for tools and other similar equipment used
in the repair, maintenance, cleaning and protection of the Property, provided
that, in the case of any such equipment used jointly on other property of
Landlord, such costs shall be suitably prorated among the Property and such
other properties;


(e)              
all costs and premiums for fire, casualty, rental income, liability
and such other insurance as may be maintained from time to time by Landlord
relating to the Property and premiums for fidelity bonds covering persons
having custody or control over funds or other property of Landlord relating to
the Property;


(f)                
all costs of maintaining, repairing, decorating, operating,
administering, inspecting and protecting the Property (including, without
limitation, lighting, installation, maintenance, repair and alteration of
signs, snow removal on the Property and adjacent walks and ways, paving,
patching and restriping of parking areas and operation, maintenance,
replacement and repair of heating, ventilating and air conditioning equipment,
fire protection and security systems, elevators, roofs, parking areas and any
other common Building equipment, systems or facilities), all costs of
structural and other repairs and replacements (other than repairs for which
Landlord has received full reimbursement from contractors, other tenants of the
Building or from others) necessary to keep the Property in good working order,
repair, appearance and condition;


(g)              
costs of compliance with any laws, rules, regulations, ordinances,
agreements or standards applicable to the Building or the Property, which
conformance is not the responsibility of any tenant of the Building, and which
Landlord elects or is required to perform, and costs of removal or remediation
of any Hazardous Materials in the Building or Property, which is not the
responsibility of any tenant of the Building, and which Landlord elects to
perform;


(h)              
all costs incurred in connection with the administration and
supervision of all matters referred to in items (a) through (g) hereof and in
performing Landlord’s obligations under Article 5, including Landlord’s office
overhead costs provided that, if any such administrative or supervisory
personnel are also employed on other property of Landlord, such cost of
compensation shall be suitably prorated among the Property and such other properties;


(i)                
payments under all service contracts relating to matters referred to
in Items (a) through (h) hereof;


(j)                
a management fee of up to four (4%) percent of gross rents payable
by tenants of the Property; and


(k)              
attorney’s fees and disbursements (exclusive of any such fees and
disbursements incurred in tax abatement proceedings or in the preparation of
leases) and auditing and other professional fees and expenses.


If, during the term of this Lease, Landlord shall make any
capital expenditure, the total cost of which is not included in Operating Costs
for the Operating Year in which it was made, Landlord may include in Operating
Costs for the Operating Year in which such expenditure was made and in
Operating Costs for each succeeding Operating Year an annual charge-off of such
capital expenditure.  Annual charge-offs shall be equal to the level payments
of principal and interest necessary to amortize the original capital
expenditure over the useful life of the improvement, repair, alteration or
replacement made with the capital expenditure using an interest rate reasonably
determined by Landlord as being the interest rate being charged at the time of
the original capital expenditure for long-term mortgages by institutional
lenders on like properties within the greater Alexandria, Virginia area; and
the useful life shall be determined reasonably by Landlord in accordance with
generally accepted accounting principles, consistently applied.


In addition, if during any portion of any Operating Year
for which Operating Costs are being computed, less than ninety-five percent
(95%) of the rentable area of the Building was leased to tenants or if Landlord
is supplying less than ninety-five percent (95%) of the rentable area of the
Building with the services and utilities being supplied hereunder, Landlord
shall reasonably project, on an item-by-item basis, the Operating Costs that
would have been incurred if ninety-five percent (95%) of the Building were
occupied for such Operating Year and such services and utilities were being
supplied to ninety-five percent (95%) of the rentable area of the Building, and
such projected amount shall, for the purposes hereof, be deemed to be the
Operating Costs for such Operating Year.


4.2.3       
Audit Right.  Provided Tenant shall have timely paid all amounts
invoiced by Landlord on account of Operating Costs for the applicable Operating
Year, Landlord shall permit Tenant and its accountants, at Tenant’s expense
except as otherwise hereinafter provided, to review, at Landlord’s home office
or other location containing such records, any of Landlord’s invoices and
statements relating to Operating Costs for such Operating Year, provided that
such review is commenced within four (4) months of Tenant’s receipt of the
Final Statement and thereafter undertaken by Tenant and its accountants (but
not any party compensated by Tenant on a contingency fee arrangement) with due
diligence.  If Tenant objects to Landlord’s accounting of any Operating Costs
and elects to review Landlord’s documentation as provided above, Tenant shall
complete its review of Landlord’s invoices and statements within two (2) months
of the commencement of such review.  On or before the date six (6) months
following receipt of the Final Statement, Tenant shall notify Landlord that
Tenant disputes the correctness of such accounting, specifying the particular
line items in which the accounting is claimed to be incorrect.  If such dispute
has not been settled by agreement within two (2) months thereafter, either
party may submit the dispute to arbitration in accordance with the commercial
arbitration rules of the American Arbitration Association.  The decision of the
arbitrators shall be final and binding on Landlord and Tenant and judgment
thereon may be entered in any court of competent jurisdiction.


If it should be agreed or decided that Operating Costs
were overstated by five percent (5%) or more, then Landlord shall promptly
reimburse Tenant for the reasonable costs incurred by Tenant in reviewing
Landlord’s invoices and statements, Tenant’s reasonable arbitration costs plus
any excess amount paid by Tenant on account of overstated Operating Costs and
interest at the Default Rate.  If it should be agreed or decided that Operating
Costs were not overstated at all, then Tenant shall, as Additional Rent,
promptly reimburse Landlord for its costs incurred in the arbitration and in
preparing for Tenant’s review of invoices and statements, and if Operating
Costs shall have been understated or Tenant shall not have paid the Operating
Cost Excess in full, Tenant shall, as Additional Rent, promptly pay any
deficiency in the payments thereafter made on account of Operating Cost
Excess.  If it should be agreed or decided that Operating Costs were overstated
by less than five percent (5%), Landlord shall promptly reimburse Tenant any
excess amount paid by Tenant on account of overstated Operating Costs, with
interest at the Default Rate, and each party shall be responsible for its own
costs incurred in connection with such dispute.


Tenant shall keep confidential (and shall cause any third
party assisting Tenant with any such audit to keep confidential) all
information obtained during the audit process including any settlements or
arbitration awards made.  Landlord may require Tenant to execute and deliver a
separate confidentiality agreement further specifying Tenant’s obligations and
Landlord’s remedies for breach, as a condition to commencement of the audit.


4.3             
Personal Property and Sales Taxes.  Tenant shall pay all
taxes charged, assessed or imposed upon the personal property of Tenant and all
taxes on the sales of services or inventory, merchandise and any other goods by
Tenant in or upon the Premises.


4.4             
Insurance.


4.4.1    Tenant shall, at
its expense, take out and maintain, throughout the term of this Lease, the following
insurance:


(a)              
Commercial general liability insurance (on an occurrence basis and
on a 1988 ISO CGL form or its equivalent, including without limitation, broad
form contractual liability, bodily injury, property damage, fire legal
liability, and products and completed operations coverage) under which Tenant
is named as an insured and Landlord and Landlord’s Agent (and the holder of any
mortgage on the Premises or Property, as set out in a notice from time to time)
are named (on an ISO Form 20226 or as otherwise acceptable to Landlord) as
additional insureds as their interests may appear, in an amount which shall, at
the beginning of the term, be at least equal to the Commercial General
Liability Insurance Limits, and, which, from time to time during the term,
shall be for such higher limits, if any, as Landlord shall determine to be
customarily carried in the area in which the Premises are located at property
comparable to the Premises and used for similar purposes;


(b)              
Worker’s compensation insurance with statutory limits covering all
of Tenant’s employees working on the Premises; and


(c)               
So-called “special form” property insurance on a “replacement cost”
basis with an agreed value endorsement covering all furniture, furnishings,
fixtures and equipment and other personal property brought to the Premises by
Tenant or any party claiming under Tenant and all improvements and betterments
to the Premises performed at Tenant’s expense.


4.4.2    All such
policies shall contain deductibles not in excess of that reasonably approved by
Landlord, shall contain a clause confirming that such policy and the coverage
evidenced thereby shall be primary with respect to any insurance policies
carried by Landlord and shall be obtained from responsible companies qualified
to do business and in good standing in the state or district in which the
Property is located, which companies shall have a general policy holder’s
rating in Best’s of at least A+ X or otherwise be acceptable to Landlord.  A
certificate (on ACORD Form 27 or its equivalent) of the insurer, certifying
that such policy has been issued and paid in full, providing the coverage
required by this Section and containing provisions specified herein, shall be
delivered to Landlord prior to the commencement of the term of this Lease and,
upon renewals, not less than thirty (30) days prior to the expiration of such
coverage.  Each such policy shall be non-cancelable with respect to the
interest of Landlord and such mortgagees of the Property (and others that are
in privity of estate with Landlord of which Landlord provides notice to Tenant
from time to time) without at least thirty (30) days’ prior written notice
thereto.  Any insurance required of Tenant under this Lease may be furnished by
Tenant under a blanket policy carried by it provided that such blanket policy
shall reference the Premises, and shall guarantee a minimum limit available for
the Premises equal to the insurance amounts required in this Lease.  Landlord
may, at any time, and from time to time, inspect and/or copy any and all
insurance policies required to be procured by Tenant hereunder.


4.4.3    Landlord and
Tenant shall each endeavor to secure an appropriate clause in, or an
endorsement upon, each property damage insurance policy obtained by it and
covering the Building, the Premises or the personal property, fixtures and
equipment located therein or thereon, pursuant to which the respective
insurance companies waive subrogation and permit the insured, prior to any
loss, to agree with a third party to waive any claim it might have against said
third party.  The waiver of subrogation or permission for waiver of any claim
hereinbefore referred to shall extend to the agents of each party and its
employees and, in the case of Tenant, shall also extend to all other persons and
entities occupying or using the Premises by, through or under Tenant.  If and
to the extent that such waiver or permission can be obtained only upon payment
of an additional charge then the party benefiting from the waiver or permission
shall pay such charge upon demand, or shall be deemed to have agreed that the
party obtaining the insurance coverage in question shall be free of any further
obligations under the provisions hereof relating to such waiver or permission
from such insurance companies.


Subject to the foregoing provisions of this Subsection
4.4.3, and insofar as may be permitted by the terms of the insurance policies
carried by it, each party hereby releases the other with respect to any claim
which it might otherwise have against the other party for any loss or damage
excluding any deductible amounts, to the extent such damage is actually covered
or would have been covered by policies of insurance required by this Lease to
be carried by the respective parties hereunder.  In addition, Tenant agrees to
exhaust any and all claims against its insurer(s) prior to commencing an action
against Landlord for any property loss.


4.5             
Utilities.  Tenant shall pay all charges for telephone and
other utilities or services not supplied by Landlord pursuant to Subsections
5.1.1 and 5.1.2, whether designated as a charge, tax, assessment, fee or
otherwise, all such charges to be paid as the same from time to time become
due.  Except as otherwise provided in this Subsection 4.5 or in Article 5, it
is understood and agreed that Tenant shall make its own arrangements for the
installation or provision of all utilities and services and that Landlord shall
be under no obligation to furnish any utilities to the Premises.


4.6             
Late Payment of Rent.  If any installment of Annual Fixed
Rent or any Additional Rent is not paid on or before the date the same is due,
it shall bear interest (as Additional Rent) from the date due until the date
paid at the Default Rate (as defined in Section 8.4).  In addition, if any
installment of Annual Fixed Rent or Additional Rent is unpaid for more than
five (5) days after the date due, Tenant shall pay to Landlord a late charge
equal to the greater of One Hundred Dollars ($100) or ten percent (10%) of the
delinquent amount.  The parties agree that the amount of such late charge
represents a reasonable estimate of the cost and expense that would be incurred
by Landlord in processing and administration of each delinquent payment by
Tenant, but the payment of such late charges shall not excuse or cure any default
by Tenant under this Lease.  Absent specific provision to the contrary, all
Additional Rent shall be due and payable in full ten (10) days after demand by
Landlord.


ARTICLE 5



Landlord’s Covenants


5.1             
Affirmative Covenants.  Landlord shall, during the term of this
Lease provide the following:


5.1.1       
Heat and Air-Conditioning.  Landlord shall provide and
maintain heat, ventilation and air-conditioning equipment (“HVAC”)
sufficient to maintain the Premises at comfortable temperatures for general
office use, subject to all federal, state and municipal regulations, during
Normal Building Operating Hours (as defined in the Rules and Regulations) and
subject to compliance by Tenant with the following and the provisions of
Section 6.2.4.  If Tenant shall require HVAC at times other than Normal
Building Operating Hours, Landlord may furnish such service and Tenant shall
pay therefor such charges as may from time to time be in effect (which charges,
as of the Date of this Lease, are $50.00 per hour).  If the temperature otherwise
maintained in any portion of the Premises by the HVAC system is affected as a
result of (i) the type or quantity of any lights, machines or equipment used by
Tenant in the Premises, (ii) the occupancy of any portion of the Premises by
more than one person per two hundred (200) square feet of rentable area, (iii)
an electrical load for lighting or power in excess of the limits specified in
Section 6.2.4, or (iv) any partitioning or other improvements installed by
Tenant, then at Tenant’s sole cost, Landlord may install any equipment, or
modify any existing equipment Landlord deems necessary to restore the
temperature balance.  Tenant agrees to use reasonable efforts to keep closed,
when necessary, blinds or other window treatments which, because of the sun’s
position, must be closed to provide for the efficient operation of the air
conditioning system, and Tenant agrees to cooperate with Landlord and to abide
by the reasonable regulations and requirements which Landlord may prescribe for
the proper functioning and protection of the HVAC system.


5.1.2       
Cleaning; Water.  Landlord shall provide cleaning,
maintenance and landscaping to the common areas of the Building and Property
(including snow removal to the extent necessary to maintain reasonable access
to the Building) in accordance with standards generally prevailing throughout
the term hereof in comparable office buildings in the greater Alexandria,
Virginia area; and furnish water for ordinary drinking, lavatory and toilet
facilities (as opposed to special laboratory or other uses in excess of general
office uses) and to cause the Premises to be cleaned in accordance with
standards of comparable office buildings in the greater Alexandria, Virginia
area.  Tenant shall pay to Landlord upon invoice the actual costs incurred by
Landlord for (x) extra cleaning work in the Premises required because of
carelessness, indifference, misuse or neglect on the part of Tenant or its
subtenants or its or their employees or visitors, and (y) removal from the
Premises and the Building of any refuse and rubbish of Tenant in excess of that
ordinarily accumulated in business office occupancy, including, without
limitation, kitchen refuse, or at times other than Landlord’s standard cleaning
times.  Notwithstanding the foregoing, Landlord shall not be required to clean
any portions of the Premises used for preparation, serving or consumption of
food or beverages or other special purposes if same require greater or more
difficult cleaning work than office areas, and Tenant agrees, at Tenant’s
expense, to retain Landlord’s cleaning contractor to perform such extra
cleaning, provided that the charges of such cleaning contractor shall be
commercially reasonable.


Landlord, its cleaning contractor and their respective
employees shall have access to the Premises after 6:00 p.m. and before 8:00
a.m. and shall have the right to use, without charge therefor, all light, power
and water in the Premises reasonably required to clean the Premises as required
hereunder.


If Tenant uses water for any purpose other than ordinary
drinking, lavatory and toilet purposes, Landlord may assess a reasonable charge
for the additional water so used, or install a water meter and thereby measure
Tenant’s water consumption for all purposes.  In the latter event, Tenant shall
pay the cost of the meter and the cost of installation thereof and shall keep
such meter and installation equipment in good working order and repair.  Tenant
agrees to pay for water consumed, as shown on such meter, together with the
sewer charge based on such meter charges, as and when bills are rendered, and
if Tenant shall fail to make such payment, Landlord may pay such charges and
collect the same from Tenant as Additional Rent.


5.1.3       
Elevator, Lighting and Electricity.  Landlord shall furnish
non-exclusive passenger elevator service from the lobby to the Premises;
purchase and install all lamps, tubes, bulbs, starters and ballasts for
building standard lighting fixtures in the Premises; provide lighting to public
and common areas of the Property, and arrange for the supply of electrical
power to the Premises to accommodate a load not exceeding the limitations
contained in Section 6.2.4.


Landlord shall have the right to discontinue furnishing
electricity to the Premises at any time upon not less than thirty (30) days’
notice to Tenant provided Landlord shall, at Landlord’s expense, separately
meter the Premises.  If Landlord exercises such right, from and after the
effective date of such discontinuance, Landlord shall not be obligated to
furnish electricity to the Premises, and


(i)                
Annual Fixed Rent shall be reduced by an amount equal to the product
of the square footage of the Premises multiplied by the cost on a per square
footage basis (the “Electricity Cost”) of supplying electricity
for connected lights and power for space leased to tenants of the Building in
the period established by Base Operating Costs;


(ii)              
Base Operating Costs shall be reduced by the product of the square
footage of all areas in the Building leased or intended to be leased to tenants
multiplied by the Electricity Cost (on a per square footage basis);


(iii)            
in the computation of Operating Costs, only the cost of electricity
supplied to those portions of the Building other than those leased or intended
to be leased to tenants for their exclusive use or occupancy, i.e. only those
areas which are so-called common areas, shall be included; and


(iv)            
Landlord shall permit Landlord’s existing wires, risers, conduits
and other electrical equipment of Landlord to be used to supply electricity to
Tenant provided that the limits set forth above shall not be exceeded.


From time to time during the term of this Lease, Landlord
shall have the right to have an electrical consultant (“Landlord’s
Electrical Consultant”) selected by Landlord make a survey of Tenant’s
electric usage.  The determination of Landlord’s Electrical Consultant shall be
conclusive and binding upon Tenant unless Tenant, not later than thirty (30)
days following the date upon which the survey is delivered to Tenant, shall
advise Landlord in writing if Tenant is of the reasonable opinion that such
determination is erroneous.  In such event, Tenant shall, at its own expense,
obtain from a reputable, independent electrical consultant selected by Tenant (“Tenant’s
Electrical Consultant”) its own survey of Tenant’s electric usage. 
Tenant’s Electrical Consultant and Landlord’s Electrical Consultant shall then
seek to agree on a final determination of such change in the electric usage. 
If they cannot agree, they shall choose a third reputable electrical consultant
(the “Independent Electrical Consultant”) the cost of which shall
be shared equally by Landlord and Tenant, to make a similar survey.  The
determination of the electric usage by the Independent Electrical Consultant
shall be binding on both parties.  In the event that the final determination
shows that Tenant has exceeded the requirements set forth in Section 6.2.4, in
addition to any other rights Landlord may have hereunder, Tenant shall, upon
demand, reimburse Landlord for the cost of the survey performed by Landlord’s
Electrical Consultant and the cost, as determined by such consultant, of such
excess electricity usage, retroactively from the most recent anniversary of the
Commencement Date.


5.1.4       
Repairs.  Except as otherwise expressly provided herein, Landlord
shall make such repairs and replacements to the roof, exterior walls, floor
slabs and other structural components of the Building, and to the common areas
and facilities of the Building (including any plumbing, electrical, HVAC
equipment, elevators and any other common equipment or systems in the Building)
as may be necessary to keep them in good repair and condition (exclusive of
equipment installed by Tenant and except for those repairs required to be made
by Tenant pursuant to Subsection 6.1.3 hereof and repairs or replacements
occasioned by any act or negligence of Tenant, its servants, agents, customers,
contractors, employees, invitees, or licensees).


5.2             
Interruption.  Landlord shall be under no responsibility or
liability for failure, interruption or unavailability of any services,
facilities, utilities, repairs or replacements or inability to provide access
or inability to perform any other obligation under this Lease caused by
breakage, accident, fire, flood or other casualty, strikes or other labor
trouble, order or regulation of or by any governmental authority, inclement
weather, repairs, inability to obtain or shortages of supplies, labor or
materials, war, civil commotion or other emergency, transportation difficulties
or due to any act or neglect of Tenant or Tenant’s servants, agents, employees
or licensees or for any other cause beyond the reasonable control of Landlord,
and in no event for any indirect or consequential damages to Tenant; and
failure or omission on the part of Landlord to furnish any of same for any of
the reasons set forth in this paragraph shall not be construed as an eviction
of Tenant, actual or constructive, nor entitle Tenant to an abatement of rent,
nor render the Landlord liable in damages, nor release Tenant from prompt
fulfillment of any of its covenants under this Lease.


Landlord reserves the right to deny access to the Building
and to interrupt the services of the HVAC, plumbing, electrical or other
mechanical systems or facilities in the Building when necessary from time to
time by reason of accident or emergency, or for repairs, alterations,
replacements or improvements which in the reasonable judgment of Landlord are
desirable or necessary, until such repairs, alterations, replacements or
improvements shall have been completed.  Landlord shall use reasonable efforts
to minimize the duration of any such interruption and to give to Tenant at
least three (3) days’ notice if service is to be interrupted, except in cases
of emergency.


Notwithstanding the foregoing, if due to Landlord’s
default, (i) the Premises or any portion thereof are unusable by Tenant for a
period of more than seven (7) consecutive Business Days following notice from
Tenant due to (I) a lack of any of water, sewer, elevator service, access or electricity
or (II) the failure by Landlord to perform repairs which Landlord is obligated
to perform pursuant to Section 5.1.4, and (ii) Tenant shall, concurrently with
the giving of such notice, discontinue use of the Premises or the portion
thereof which is unusable as a result (other than for sporadic purposes such as
salvage, security or retrieval of property), then as Tenant’s sole remedy the
Annual Fixed Rent and Additional Rent on account of Taxes and Operating Costs
shall be equitably abated for such portion of the Premises rendered unusable
for the period commencing on the expiration of such seven (7) Business Day
period and ending on the date that the Premises (or such portion) is rendered
usable.  If more than fifty percent (50%) of the Premises is rendered unusable
and if Tenant shall vacate the entire Premises, then the aforesaid abatement
shall be a full abatement.  Any notice from Tenant pursuant to the first
sentence of this paragraph shall expressly state that the failure of Landlord
to cure any claimed default timely shall give rise to Tenant’s rights of rent
abatement.


5.3             
Outside Services.  In the event Tenant wishes to obtain
services or to hire vendors relating to the Premises, Tenant shall first obtain
the prior approval of Landlord, not to be unreasonably withheld or delayed, for
the installation and/or utilization of such services or vendors.  Such services
shall include, but shall not be limited to, utility providers, security
services, moving services, equipment installers and the like.  Notwithstanding
any Landlord approval of the installation and/or utilization of such services
or vendors, such installation and utilization shall be at Tenant’s sole cost,
risk and expense.


5.4             
Access to Building.  During Normal Building Operating Hours,
the Building shall, subject to the provisions of Section 5.2, be open and
access to the Premises shall be freely available, subject to the Rules and
Regulations.  During periods other than Normal Building Operating Hours, Tenant
shall have access to the Premises, but such access shall also be subject to the
Rules and Regulations.  Tenant acknowledges that Tenant is responsible for
providing security to the Premises following Tenant’s entry onto the Premises
for any reason and for its own personnel whenever located therein.  Subject to
the foregoing, Landlord shall, at all times, retain the right to control and
prevent such access by all persons whose presence, in the sole discretion of
Landlord, may jeopardize the safety, protection, character, reputation and interests
of the Building and its tenants or occupants.  Landlord shall in no case be
liable for damages resulting from any error with regard to the admission or
exclusion of any person from the Building.


5.5             
Parking.  During the term of this Lease, Landlord shall provide
Tenant with access to parking spaces at the Property as follows:


(a)              
Tenant shall be entitled to use (i) three (3) reserved parking
spaces located near the main Building entrance (to be identified with lettering
or numbering painted on the parking spaces), (ii) seven (7) reserved parking
spaces located in the covered parking facility in a location determined by
mutual agreement of Landlord and Tenant and (iii) eighty-one (81) parking
spaces in the surface parking lot located on the Property on an unreserved,
first come – first served basis.  All such parking spaces shall be provided at
no additional charge throughout the term of this Lease.


(b)              
Tenant, its employees and invitees shall use the parking lots on the
Property (collectively, the “Parking Facilities”) for the parking
of passenger vehicles only.  No vehicles shall be left in the Parking
Facilities overnight for more than seven (7) consecutive days without first
notifying Landlord or its designated property management company.


(c)               
Landlord reserves the right to designate and redesignate reserved
and unreserved parking areas within the Parking Facilities (for some or all
tenants), to implement and modify systems to regulate access to and use of the
Parking Facilities, to change entrances or exits and alter traffic flow within
the Parking Facilities and to modify the Parking Facilities to any extent.


(d)              
Landlord reserves the right to implement and modify systems to
regulate access to and use of the Parking Facilities, including, without
limitation, parking passes, parking stickers, and card key access, or any other
system reasonably designated by Landlord.


(e)              
Tenant acknowledges that Landlord is not required to provide any
security or security services for the Parking Facilities.


(f)                
Tenant hereby indemnifies and shall hold Landlord harmless from and
against all claims, loss, cost, or damage arising out of the use by Tenant and
its employees and invitees of the Parking Facilities, except to the extent
caused by the gross negligence or willful misconduct of Landlord or Landlord’s
agent or employees.


(g)              
Tenant shall use all reasonable efforts to cause its employees and
invitees to comply with all reasonable rules and regulations pertaining to the
Parking Facilities, as the same may be established and amended, from time to
time, and Tenant hereby agrees to indemnify and hold Landlord harmless from any
claim, cost or liability arising from any breach by Tenant, or its employees or
invitees of any such rules or regulations.


5.6             
Indemnification.  Subject to all limitations, waivers, exclusions
and conditions contained in this Lease (each of which shall control in the
event of any conflict or inconsistent with this Section 5.6), Landlord shall
indemnify Tenant and hold Tenant harmless from and against any and all claims,
liabilities or penalties asserted by or on behalf of any third party on account
of bodily injury or death arising out of the negligence or other wrongful
conduct of Landlord or its agents, contractors or employees during the term of
this Lease; and, in case of any action or proceeding brought against Tenant by
reason of any such claim, Landlord, upon notice from Tenant and at Landlord’s
expense, shall resist or defend such action or proceeding and employ counsel
therefor reasonably satisfactory to Tenant.


ARTICLE 6



Tenant’s Additional Covenants


6.1             
Affirmative Covenants.  Tenant shall do the following:


6.1.1       
Perform Obligations.  Tenant shall perform promptly all of
the obligations of Tenant set forth in this Lease; and pay when due the Annual
Fixed Rent and Additional Rent and all other amounts which by the terms of this
Lease are to be paid by Tenant.


6.1.2       
Use.  Tenant shall, during the term of this Lease, use the
Premises only for the Permitted Uses and from time to time, procure and
maintain all licenses and permits necessary therefor and for any other use or
activity conducted at the Premises, at Tenant’s sole expense.  The Permitted
Uses shall expressly exclude use for utility company offices, or employment
agency or governmental or quasi-governmental offices.


6.1.3       
Repair and Maintenance.  Tenant shall, during the term of
this Lease, maintain the Premises in neat and clean order and condition and
perform all repairs to the Premises and all fixtures, systems, and equipment
therein (including Tenant’s equipment and other personal property) as are necessary
to keep them in good and clean working order, appearance and condition,
reasonable use and wear thereof and damage by fire or by unavoidable casualty
only excepted and shall replace any damaged or broken glass in windows and
doors of the Premises (except glass in the exterior walls of the Building) with
glass of the same quality as that damaged or broken.  To the extent that
Landlord is obligated to maintain the same pursuant to Section 5.1.4 of this
Lease, Tenant shall have no obligation to maintain or repair any of the base
building, plumbing, electrical or HVAC systems or any other structural
component of the Building.


6.1.4       
Compliance with Law.  Tenant shall, during the term of this
Lease, make all repairs, alterations, additions or replacements to the Premises
required by any law or ordinance or any order or regulation of any public
authority; keep the Premises safe and equipped with all safety appliances so
required; and comply with, and perform all repairs, alterations, additions or
replacements required by, the orders and regulations of all governmental
authorities with respect to zoning, building, fire, health and other codes,
regulations, ordinances or laws applicable to the Premises or other portions of
the Property and arising out of any use being conducted in or on the Premises
or arising out of any work performed by Tenant, except that Tenant may (but
only so long as (i) Landlord shall not be subject to any fine or charge, (ii)
neither the Property nor any portion thereof shall be subject to being
condemned or vacated and (iii) neither the Property nor any portion thereof
shall be subject to any lien or encumbrance) defer compliance so long as the
validity of any such law, ordinance, order or regulation shall be contested by
Tenant in good faith and by appropriate legal proceedings, if Tenant first
gives Landlord assurance or security against any loss, cost or expense on
account thereof in form and amount acceptable to Landlord.


6.1.5       
Indemnification.  Tenant shall neither hold, nor attempt to
hold, Landlord or its employees or Landlord’s agents or their employees liable
for, and Tenant shall indemnify and hold harmless Landlord, its employees and
Landlord’s agents and their employees from and against, any and all demands,
claims, causes of action, fines, penalties, damage, liabilities, judgments and
expenses (including, without limitation, attorneys’ fees) incurred in
connection with or arising from: (i) the use or occupancy or manner of use or
occupancy of the Premises by Tenant or any person claiming under Tenant; (ii)
any matter occurring on the Premises during the term; (iii) any acts, omissions
or negligence of Tenant or any person claiming under Tenant, or the
contractors, agents, employees, invitees or visitors of Tenant or any such
person; (iv) any breach, violation or nonperformance by Tenant or any person
claiming under Tenant or the employees, agents, contractors, invitees or
visitors of Tenant or any such person of any term, covenant or provision of
this Lease or any law, ordinance or governmental requirement of any kind; and
(v) any injury or damage to the person, property or business of Tenant, its
employees, agents, contractors, invitees, visitors or any other person entering
upon the Property under the express or implied invitation of Tenant.  If any
action or proceeding is brought against Landlord or its employees or Landlord’s
agents or their employees by reason of any such claim, Tenant, upon notice from
Landlord, shall defend the same, at Tenant’s expense, with counsel reasonably
satisfactory to Landlord.  Notwithstanding the foregoing in no event shall this
Section 6.1.5 require Tenant to indemnify or defend Landlord or its employees
or Landlord’s agents or their employees against any loss, cost, damage,
liability, claim, or expense to the extent arising out of the gross negligence
or willful misconduct of Landlord or its employees or Landlord’s agents or
their employees.


6.1.6       
Landlord’s Right to Enter.  Tenant shall, during the term of
this Lease, permit Landlord and its agents and invitees to enter into and
examine the Premises at reasonable times and to show the Premises to
prospective lessees, lenders, partners and purchasers and others having a
bonafide interest in the Premises, and to make such repairs, alterations and
improvements and to perform such testing and investigation as Landlord shall
reasonably determine to make or perform.  Except in instances posing an
imminent threat to life or property, Landlord shall endeavor to comply with
Tenant’s reasonable security requirements of which Tenant shall have given
Landlord prior notice and to give Tenant reasonable notice (not less than
twenty-four hours in advance) prior to making any non-routine entry onto the
Premises provided, however, notwithstanding Section 10.1 to the contrary, such
notice may be made orally to any employee or agent of Tenant.  Landlord shall,
to the extent practical, use reasonable efforts to minimize interference with
the conduct of Tenant’s business in the Premises as a result of any such entry,
provided, however, such efforts shall not require Landlord to incur additional
cost or liability.


6.1.7       
Personal Property at Tenant’s Risk.  Tenant shall, during the
term of this Lease keep, at the sole risk and hazard of Tenant, all of the
furnishings, fixtures, equipment, effects and property of every kind, nature
and description of Tenant and of all persons claiming by, through or under
Tenant which may be on the Property, and if the whole or any part thereof shall
be destroyed or damaged by fire, water or otherwise, or by the leakage or
bursting of water pipes, steam pipes, or other pipes, by theft or from any
other cause, Tenant shall hold harmless and indemnify Landlord from and against
any and all injury, loss, damage or liability to Tenant or to any other person
or entity arising out of said loss or damage.


6.1.8       
Payment of Landlord’s Cost of Enforcement.  Tenant shall pay
on demand Landlord’s actual expenses, including reasonable attorneys’ fees,
incurred in enforcing any obligation of Tenant under this Lease or in curing
any default by Tenant under this Lease as provided in Section 8.4.


6.1.9       
Yield Up.  Tenant shall, at the expiration or earlier
termination of the term of this Lease, surrender all keys to the Premises;
remove all of its trade fixtures and personal property in the Premises; remove
such installations, alterations and improvements made (or if applicable,
restore any items removed) by or on behalf of Tenant (including those made
prior to the Commencement Date) as Landlord may request including, without
limitation, computers, phones and other cabling, and all Tenant’s signs
wherever located (Landlord agreeing that, if Tenant shall request such a
determination from Landlord at the time Tenant shall request Landlord’s
approval of plans for any alterations including Tenant’s Plans, Landlord shall,
at the time of plan approval, identify which alterations must be removed on or
prior to the expiration or earlier termination of the term); repair all damage
caused by such removal; and vacate and yield up the Premises (including all
installations, alterations and improvements made by or on behalf of Tenant
except as Landlord shall request Tenant to remove), broom clean and in the same
good order and repair in which Tenant is obliged to keep and maintain the
Premises by the provisions of this Lease, normal wear and tear excepted.  Any
property not so removed shall be deemed abandoned and may be removed and
disposed of by Landlord in such manner as Landlord shall determine and Tenant
shall pay Landlord the entire cost and expense incurred by it in effecting such
removal and disposition and in making any incidental repairs and replacements
to the Premises and for use and occupancy during the period after the
expiration or earlier termination of the term of this Lease and prior to the
performance by Tenant of its obligations under this subsection 6.1.9.  Tenant
shall further indemnify Landlord against all loss, cost and damage resulting
from Tenant’s failure or delay in surrendering the Premises as above provided.


6.1.10    Rules and
Regulations.  Tenant shall, during the term of this Lease, observe and
abide by the Rules and Regulations of the Building set forth as Exhibit B, as
the same may from time to time be amended, revised or supplemented (the “Rules
and Regulations”).  Tenant shall further be responsible for compliance
with the Rules and Regulations by the employees, servants, agents and visitors
of Tenant.  The failure of Landlord to enforce any of the Rules and Regulations
against Tenant, or against any other tenant or occupant of the Building, shall
not be deemed to be a waiver of such Rules and Regulations.  Tenant shall be
liable for all injuries or damages sustained by Landlord or Landlord’s agents
or by other tenants, occupants or invitees of the Building arising by reason of
any breach of the Rules or Regulations by Tenant or by Tenant’s agents or
employees.  Landlord shall use reasonable efforts to enforce the Rules and
Regulations in a nondiscriminatory manner subject to any contractual
limitations or limitations imposed by law.


6.1.11    Estoppel
Certificate.  Tenant shall, within ten (10) days’ following written request
by Landlord, execute, acknowledge and deliver to Landlord a statement in form
satisfactory to Landlord in writing certifying that this Lease is unmodified
and in full force and effect and that Tenant has no defenses, offsets or
counterclaims against its obligations to pay the Annual Fixed Rent and
Additional Rent and any other charges and to perform its other covenants under
this Lease (or, if there have been any modifications, that this Lease is in
full force and effect as modified and stating the modifications and, if there
are any defenses, offsets or counterclaims, setting them forth in reasonable
detail), the dates to which the Annual Fixed Rent and Additional Rent and other
charges have been paid, and any other matter pertaining to this Lease.  Any
such statement delivered pursuant to this subsection 6.1.11 may be relied upon
by any prospective purchaser or mortgagee of the Property, or any prospective
assignee of such mortgage.


6.1.12    Landlord’s
Expenses For Consents.  Tenant shall reimburse Landlord, as Additional
Rent, promptly on demand for all reasonable legal, engineering and other
professional services expenses incurred by Landlord in connection with all
requests by Tenant for consent or approval pursuant to Sections 6.2.1, 6.2.3,
6.2.4, 6.2.5 and 6.2.7 hereof.


6.1.13    Financial
Information.  Tenant shall, from and after the Date of this Lease and
thereafter throughout the term of this Lease, provide Landlord with such
information as to Tenant’s financial condition and/or organizational structure
as Landlord or the holder of any mortgage of the Property requires, within
fifteen (15) days of request, and Landlord agrees to treat any such information
as confidential.  Landlord agrees that Tenant shall not be required to supply
such financial information more than twice within any calendar year.


6.2             
Negative Covenants.  Tenant shall not do the following.


6.2.1       
Assignment and Subletting.


(a)              
Tenant shall not assign, mortgage, pledge, hypothecate, encumber or
otherwise transfer this Lease or any interest herein or sublease (which term
shall be deemed to include the granting of concessions and licenses and the
like) all or any part of the Premises or suffer or permit this Lease or the
leasehold estate hereby created or any other rights arising under this Lease to
be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in
whole or in part, whether voluntarily, involuntarily or by operation of law, or
permit the use or occupancy of the Premises by anyone other than Tenant, or the
Premises to be offered or advertised for assignment or subletting, except as
hereinafter provided.  Unless Tenant’s stock shall be traded on a domestic
national securities exchange, the following shall be deemed to be an assignment
of the Lease; (i) any transfer of the stock or partnership or beneficial
interests or other evidences of ownership of Tenant or the issuance of
additional stock or partnership or beneficial interests or other indicia of
ownership in Tenant which results in a change of control of Tenant or (ii) any
transaction pursuant to which Tenant is merged or consolidated with another
entity or (iii) any transaction pursuant to which all or substantially all of
Tenant’s assets are transferred to any other entity.  The term “control”
shall mean the ownership, directly or indirectly, of more than fifty percent
(50%) of the outstanding voting stock of a corporation or other equity interest
if Tenant is not a corporation.


(b)              
Notwithstanding the foregoing, Tenant may, without the need for
Landlord’s consent, but only upon not less than ten (10) days prior notice to
Landlord, assign its interest in this Lease (a “Permitted Assignment”)
to (i) any entity which shall be a successor to Tenant either by merger or
consolidation (a “Merger”) or to a purchaser of all or
substantially all of Tenant’s assets in either case provided the successor or
purchaser shall have a tangible net worth, after giving effect to the
transaction, of not less than the greater of the net worth of Tenant named in
Section 1.1 as of the Date of this Lease or the net worth of Tenant named in
Section 1.1 immediately prior to such Merger or sale (the “Required Net
Worth”) or (ii) any entity (an “Affiliate”) which is a
direct or indirect subsidiary or parent (or a direct or indirect subsidiary of
a parent) of the named Tenant set forth in Section 1.1, in either case of (i)
or (ii) only so long as (I) the principal purpose of such assignment is not the
acquisition of Tenant’s interest in this Lease (except if such assignment is
made for a valid intracorporate business purpose to an Affiliate) and is not
made to circumvent the provisions of this Section 6.2.1, (II) except if
pursuant to a Merger permitted by clause (i) above, Tenant shall,
contemporaneously with such assignment, provide Landlord with a fully executed
counterpart of any such assignment, which assignment shall comply with the
provisions of this Section 6.2.1 and shall include an agreement by the assignee
in form reasonably satisfactory to Landlord, to be bound by all of the terms of
this Lease, (III) in the case of an actual or deemed assignment pursuant to
clause (i), Tenant shall provide Landlord, not less than ten (10) days in
advance of any such assignment, evidence reasonably satisfactory to Landlord of
the Required Net Worth of the successor or purchaser, and (IV) there shall not
be a Default of Tenant at the effective date of such assignment.  Tenant shall
also be permitted, without the need for Landlord’s consent, but only upon not
less than ten (10) days prior notice to Landlord, to enter into any sublease (a
“Permitted Sublease”) with any Affiliate provided that such
sublease shall expire upon any event pursuant to which the sublessee thereunder
shall cease to be either an Affiliate or the initially named Tenant.  Any
assignment to an Affiliate shall provide that it may, at Landlord’s election,
be terminated and deemed void if during the term of this Lease such assignee or
any successor to the interest of Tenant hereunder shall cease to be an Affiliate.


(c)               
In the event that Tenant shall intend to enter into any sublease or
assignment other than a Permitted Sublease or Permitted Assignment, then Tenant
shall, not sooner than ninety (90) days and not later than thirty (30) days
prior to the proposed commencement of such sublease or assignment, give
Landlord notice of such intent, identifying the proposed subtenant or assignee,
all of the terms and conditions of the proposed sublease or assignment and such
other information as the Landlord may reasonably request.  In such case
Landlord may elect (a) to terminate the term of this Lease if Tenant intends to
assign this Lease, or to sublease (including expansion options) more than fifty
percent (50%) of the Premises for a term (including extension options) of more
than 75% of the remaining term hereof or (b) to exclude from the Premises, for
the term of such proposed sublease, the portion thereof to be sublet if the
conditions set forth in (a) do not prevail, by giving notice to Tenant of such
election not later than thirty (30) days after receiving notice of such intent
from Tenant.  If Landlord shall give such notice within such thirty (30) day
period, upon the later to occur of (A) the proposed date of commencement of
such proposed sublease or assignment, or (B) the date which is thirty (30) days
after Landlord’s notice, the term of this Lease shall terminate or the Premises
shall be reduced to exclude the portion of the Premises intended for
subletting, in which case Annual Fixed Rent and Tenant’s Percentage shall be
correspondingly reduced.  If Landlord shall give its consent, Tenant may enter
into such sublease or assignment on the terms and conditions set forth in such
notice from Tenant within six (6) months of the initially proposed sublease
commencement date.  If Tenant shall not enter into such sublease or assignment
within such period and shall still desire to enter into any sublease or
assignment, or if Tenant shall materially change the terms and conditions
thereof following the date of Tenant’s notice to Landlord, the first sentence
of this paragraph shall again become applicable.


(d)              
If this Lease is assigned or if the Premises or any part thereof are
sublet (or occupied by any party other than Tenant and its employees) Landlord
may collect the rents from such assignee, subtenant or occupant, as the case
may be, and apply the net amount collected to the Annual Fixed Rent and
Additional Rent herein reserved, but no such collection shall be deemed a
waiver of the provisions set forth in the first paragraph of this Subsection
6.2.1, the acceptance by Landlord of such assignee, subtenant or occupant, as
the case may be, as a tenant, or a release of Tenant from the future
performance by Tenant of its covenants, agreements or obligations contained in
this Lease.


(e)              
Any sublease of all or any portion of the Premises shall provide
that it is subject and subordinate to this Lease and to the matters to which
this Lease is or shall be subject or subordinate, that other than the payment
of Annual Fixed Rent and Additional Rent due pursuant to Sections 4.1, 4.2.1
and 4.2.2 or any obligation relating solely to those portions of the Premises
which are not part of the subleased premises, the subtenant shall comply with
and be bound by all of the obligations of Tenant hereunder, that unless
Landlord waives such prohibition, the subtenant may not enter into any
sub-sublease, sublease assignment, license or any other agreement granting any
right of occupancy of any portion of the subleased premises; and that Landlord
shall be an express beneficiary of any such obligations, and that in the event
of termination of this Lease or reentry or dispossession of Tenant by Landlord
under this Lease, Landlord may, at its option, take over all of the right,
title and interest of Tenant, as sublessor under such sublease, and such
subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then
executory provisions of such sublease, except that neither Landlord nor any
mortgagee of the Property, as holder of a mortgage or as Landlord under this
Lease if such mortgagee succeeds to that position, shall (a) be liable for any
act or omission of Tenant under such sublease, (b) be subject to any credit,
counterclaim, offset or defense which theretofore accrued to such subtenant
against Tenant, or (c) be bound by any previous modification of such sublease
unless consented to by Landlord and such mortgagee or by any previous
prepayment of more than one (1) month’s rent, (d) be bound by any covenant of
Tenant to undertake or complete any construction of the Premises or any portion
thereof, (e) be required to account for any security deposit of the subtenant
other than any security deposit actually received by Landlord, (f) be bound by
any obligation to make any payment to such subtenant or grant any credits
unless specifically agreed to by Landlord and such mortgagee, (g) be
responsible for any monies owing by Landlord to the credit of Tenant or (h) be
required to remove any person occupying the Premises or any part thereof; and
such sublease shall provide that the subtenant thereunder shall, at the request
of Landlord, execute a suitable instrument in confirmation of such agreement to
attorn.  The provisions of this paragraph shall not be deemed a waiver of the
provisions set forth in the first paragraph of this Subsection 6.2.1.


(f)                
Tenant shall not enter into, nor shall it permit any person having
an interest in the possession, use, occupancy or utilization of any part of the
Premises to enter into, any sublease, license, concession, assignment or other
agreement for use, occupancy or utilization of the Premises (i) which provides
for rental or other compensation based on the income or profits derived by any
person or on any other formula such that any portion of such sublease rental,
or other consideration for a license, concession, assignment or other occupancy
agreement, would fail to qualify as “rents from real property” within the
meaning of Section 856(d) of the Internal Revenue Code or any similar or
successor provision thereto, or would otherwise disqualify Landlord for
treatment as a real estate investment trust under Sections 856-869 of the
Internal Revenue Code, (ii) under which fifty percent (50%) or more of the
total rent or other compensation received by Tenant is attributable to personal
property or (iii) which would otherwise be subject to the prohibitions of
Section 406 of ERISA or result in imposition of any tax pursuant to Section 511
or Section 4975 of the Internal Revenue Code; and any such purported lease,
sublease, license, concession or other agreement shall be absolutely void and
ineffectual as a conveyance of any right or interest in the possession, use,
occupancy or utilization of such part of the Premises.


(g)              
No subletting or assignment shall in any way impair the continuing primary
liability of Tenant hereunder, and no consent to any subletting or assignment
in a particular instance shall be deemed to be a waiver of the obligation to
obtain the Landlord’s written approval in the case of any other subletting or
assignment.  The joint and several liability of Tenant named herein and any
immediate and remote successor in interest of Tenant (by assignment or
otherwise), and the due performance of the obligations of this Lease on
Tenant’s part to be performed or observed, shall not in any way be discharged,
released or impaired by any (a) agreement which modifies any of the rights or
obligations of the parties under this Lease, (b) stipulation which extends the
time within which an obligation under this Lease is to be performed, (c) waiver
of the performance of an obligation required under this Lease, or (d) failure
to enforce any of the obligations set forth in this Lease.  No assignment,
subletting or occupancy shall affect the Permitted Uses.  Any subletting,
assignment or other transfer of Tenant’s interest in this Lease in
contravention of this Subsection 6.2.1 shall be voidable at Landlord’s option. 
Tenant shall not occupy any space in the Building (by assignment, sublease or
otherwise) other than the Premises.


(h)              
If the rent and other sums (including, without limitation, all
monetary payments plus the reasonable value of any services performed or any
other thing of value given by any assignee or subtenant in consideration of
such assignment or sublease), either initially or over the term of any
assignment or sublease (other than a Permitted Assignment of a Permitted
Sublease), payable by such assignee or subtenant exceed the Annual Fixed Rent
plus Additional Rent called for hereunder with respect to the space assigned or
sublet, Tenant shall pay forty percent (40%) of such excess to Landlord, as
Additional Rent, payable monthly at the time for payment of Annual Fixed Rent. 
Nothing in this paragraph shall be deemed to abrogate the provisions of this
Subsection 6.2.1 and Landlord’s acceptance of any sums pursuant to this
paragraph shall not be deemed a granting of consent to any assignment of the
Lease or sublease of all or any portion of the Premises.


6.2.2       
Nuisance.  Tenant shall not injure, deface or otherwise harm
the Premises; nor commit any nuisance; nor permit in the Premises any vending
machine (except such as is used for the sale of merchandise to employees of
Tenant) or inflammable fluids or chemicals (except such as are customarily used
in connection with standard office equipment); nor permit any cooking to such
extent as requires special exhaust venting; nor permit the emission of any
objectionable noise or odor; nor make, allow or suffer any waste; nor make any
use of the Premises which is improper, offensive or contrary to any law or
ordinance or which will invalidate or increase the premiums for any of
Landlord’s insurance or which is liable to render necessary any alteration or
addition to the Building; nor conduct any auction, fire, “going out of
business” or bankruptcy sales.


6.2.3       
Floor Load; Heavy Equipment.  Tenant shall not place a load
upon any floor of the Premises exceeding the lesser of the floor load capacity
which such floor was designed to carry or which is allowed by law.  Landlord
reserves the right to prescribe the weight and position of all heavy business
machines and equipment, including safes, which shall be placed so as to
distribute the weight.  Business machines and mechanical equipment which cause
vibration or noise shall be placed and maintained by Tenant at Tenant’s expense
in settings sufficient to absorb and prevent vibration, noise and annoyance. 
Tenant shall not move any safe, heavy machinery, heavy equipment, freight,
construction materials or fixtures into or out of the Premises without
Landlord’s prior consent which consent may include a requirement to provide
insurance naming Landlord, and the holder of any mortgage affecting the
Property, as additional insureds, with such coverage and in such amount as
Landlord reasonably requires.  If any such safe, machinery, heavy equipment,
freight, or fixtures requires special handling, Tenant agrees to employ only
persons holding a master rigger’s license to do said work, and that all work in
connection therewith shall comply with applicable laws and regulations.  Any
such moving shall be at the sole risk and hazard of Tenant and Tenant hereby
agrees to exonerate, indemnify and save Landlord harmless against and from any
liability, loss, injury, claim or suit resulting directly or indirectly from
such moving.  Tenant shall schedule such moving at such times as Landlord shall
reasonably designate.


6.2.4       
Electricity.  Tenant shall not connect to the electrical
distribution system serving the Premises (i) a total load exceeding the lesser
of the capacity of such system or the maximum load permitted from time to time
under applicable governmental regulations or (ii) any apparatus or device in
the Premises (1) using current in excess of 110 volts, or (2) which would cause
Tenant’s electrical demand load to exceed 1.0 watts per rentable square foot
for overhead lighting or 2.0 watts per rentable square foot for convenience
outlets.  The capacity of the electrical distribution system serving the
Premises shall be the lesser of (a) the capacity of the branch of the system
serving the Premises exclusively or (b) the allocation to the Premises of the
capacity of the system serving the entire Building, Landlord and Tenant
agreeing that such capacity shall be allocated equally over the entire rentable
area of the Building.


6.2.5       
Installation, Alterations or Additions.  Tenant shall not
make any installations, alterations or additions in, to or on the Premises nor
permit the making of any holes in the walls, partitions, ceilings or floors
without on each occasion obtaining the prior consent of Landlord, and then only
pursuant to plans and specifications approved by Landlord in advance in each
instance.  Landlord’s approval shall not be unreasonably withheld or delayed
with respect to alterations, additions or improvements which equal or exceed Building
standards in quality and do not adversely affect the plumbing, heating,
ventilating, air-conditioning, mechanical or electrical systems of the
Building, do not adversely affect the structural elements of the Building, are
not visible from outside of the Premises and shall not materially increase
Taxes or Operating Costs nor require Landlord to perform any work to the
Property.  Tenant need not obtain Landlord’s consent to install readily
removable signs, pictures, bulletin boards, floor and wall covering, work
stations and shelves within the Premises provided Tenant shall give Landlord
prior notice thereof and the same are not visible from common areas of the
Building or Property.  All work to be performed to the Premises by Tenant shall
(i) be performed in a good and workmanlike manner by contractors approved in
advance by Landlord and in compliance with the provisions of Exhibit C and all
applicable zoning, building, fire, health and other codes, regulations,
ordinances and laws, (ii) be made at Tenant’s sole cost and expense and at such
times and in such a manner as Landlord may from time to time designate, and
(iii) become part of the Premises and the property of Landlord without being
deemed additional rent for tax purposes, Landlord and Tenant agreeing that
Tenant shall be treated as the owner for tax purposes until the expiration or
earlier termination of the term hereof, subject to Landlord’s rights pursuant
to Section 6.1.9 to require Tenant to remove the same at or prior to the
expiration or earlier termination of the term hereof.  Except with respect to
Landlord’s Contribution, Tenant shall pay promptly when due the entire cost of
any work to the Premises so that the Premises, Building and Property shall at
all times be free of liens for labor and materials, and, at Landlord’s request,
Tenant shall furnish to Landlord a bond or other security acceptable to
Landlord assuring that any such work will be completed in accordance with the
plans and specifications theretofore approved by Landlord and assuring that the
Premises will remain free of any mechanics’ lien or other encumbrances that may
arise out of such work.  Prior to the commencement of any such work, and
throughout and until completion thereof, Tenant shall maintain, or cause to be
maintained, the insurance required by Exhibit D, all with coverage limits as
stated therein or such higher limits as shall be reasonably required by
Landlord.  In addition, Tenant shall save Landlord harmless and indemnified
from all injury, loss, claims or damage to any person or property occasioned by
or arising out of such work.  Whenever and as often as any mechanic’s or
materialmen’s lien shall have been filed against the Property based upon any
act of Tenant or of anyone claiming through Tenant, Tenant shall within three
(3) days of notice from Landlord to Tenant take such action by bonding, deposit
or payment as will remove or satisfy the lien.


Tenant shall not, at any time, directly or indirectly,
employ or permit the employment of any contractor, mechanic or laborer in the
Premises, if such employment will interfere or cause any conflict with other
contractors, mechanics or laborers engaged in the construction, maintenance or
operation of the Building by Landlord, Tenant or others.  In the event of any
such interference or conflict, Tenant, upon demand of Landlord, shall cause all
contractors, mechanics or laborers causing such interference or conflict to
leave the Building immediately.


6.2.6       
Abandonment.  Tenant shall not abandon or entirely vacate the
Premises during the term for more than thirty (30) consecutive Business Days
unless otherwise agreed to by Landlord and Tenant.


6.2.7       
Signs.  Tenant shall not paint or place any signs or place
any curtains, blinds (other than Building standard), shades, awnings, aerials, or
the like, visible from outside the Premises.  Landlord shall not unreasonably
withhold consent for signs or lettering on or adjacent to the entry doors to
the Premises provided such signs conform to building standards adopted by
Landlord and Tenant has submitted to Landlord a plan or sketch of the sign to
be placed on such entry doors.  Landlord agrees, however, to maintain a tenant
directory in the lobby of the Building in which will be placed Tenant’s name
and the location of the Premises in the Building.  Any changes to the lobby
directory listing requested by Tenant shall be at Tenant’s cost.


Notwithstanding the foregoing, Landlord shall not
unreasonably withhold consent for one (1) sign to be maintained, after the
Commencement Date, on the exterior façade of the Building in the location
previously occupied by the Statoil/Hess sign and with dimensions substantially
the same as the Statoil/Hess sign.  Tenant agrees that if, at any time during
the term, another tenant of the Building leases more than a single floor of the
Building and if such tenant desires to place an exterior sign in the location
occupied by Tenant’s sign, Tenant shall, at its sole cost and expense, relocate
its existing sign to a location on the façade of the Building facing the beltway
in an exact location to be reasonably determined by Landlord following
discussion with Tenant.  Notwithstanding the foregoing, Landlord agrees that if
Tenant is required to relocate its sign pursuant to the terms of this paragraph
more than once during the term, then Landlord shall pay the cost of all sign
relocations following the initial relocation.  Tenant shall be required to
obtain at its expense all permits and approvals required for the installation
of any such sign (but shall not be permitted to seek any zoning or other
similar relief for such sign without Landlord’s consent) and shall at its
expense keep all such permits and approvals in full force and effect.  Tenant
shall keep such sign in good condition through the term of the Lease and shall,
if Landlord so requests, remove such sign at the end of the term of the Lease
and repair any damage caused by such removal.


6.2.8       
Oil and Hazardous Materials.  Tenant shall not introduce on
or transfer to the Premises or Property, any Hazardous Materials (as hereinafter
defined); nor dump, flush or otherwise dispose of any Hazardous Materials into
the drainage, sewage or waste disposal systems serving the Premises or
Property; nor generate, store, use, release, spill or dispose of any Hazardous
Materials in or on the Premises or the Property, or transfer any Hazardous
Materials from the Premises to any other location; and Tenant shall not commit
or suffer to be committed in or on the Premises or Property any act which would
require any reporting or filing of any notice with any governmental agency
pursuant to any statutes, laws, codes, ordinances, rules or regulations,
present or future, applicable to the Property or to Hazardous Materials.


Tenant agrees that if it shall generate, store, release,
spill, dispose of or transfer to the Premises or Property any Hazardous
Materials, it shall forthwith remove the same, at its sole cost and expense, in
the manner provided by all applicable Environmental Laws (as hereinafter
defined), regardless of when such Hazardous Materials shall be discovered. 
Furthermore, Tenant shall pay any fines, penalties or other assessments imposed
by any governmental agency with respect to any such Hazardous Materials and
shall forthwith repair and restore any portion of the Premises or Property
which it shall disturb in so removing any such Hazardous Materials to the
condition which existed prior to Tenant’s disturbance thereof.


Tenant agrees to deliver promptly to Landlord any notices,
orders or similar documents received from any governmental agency or official
concerning any violation of any Environmental Laws or with respect to any
Hazardous Materials affecting the Premises or Property.  In addition, Tenant
shall, within ten (10) days of receipt, accurately complete any questionnaires
from Landlord or other informational requests relating to Tenant’s use of the
Premises and, in particular, to Tenant’s use, generation, storage and/or
disposal of Hazardous Materials at, to, or from the Premises.


Tenant shall indemnify, defend (by counsel satisfactory to
Landlord), protect, and hold Landlord free and harmless from and against any
and all claims, or threatened claims, including without limitation, claims for
death of or injury to any person or damage to any property, actions,
administrative proceedings, whether formal or informal, judgments, damages,
punitive damages, liabilities, penalties, fines, costs, taxes, assessments,
forfeitures, losses, expenses, attorneys’ fees and expenses, consultant fees,
and expert fees that arise from or are caused in whole or in part, directly or
indirectly, by (i) the presence or suspected presence in, on, under or about
the Premises or discharge in or from the Premises of any Hazardous Materials,
or Tenant’s use, analysis, storage, transportation, disposal, release,
threatened release, discharge or generation of Hazardous Materials to, in, on,
under, about or from the Premises, or (ii) Tenant’s failure to comply with any
Environmental Laws.  Tenant’s obligations hereunder shall include, without
limitation, and whether foreseeable or unforeseeable, all costs (including,
without limitation, capital, operating and maintenance costs) incurred in
connection with any investigation or monitoring of site conditions, repair,
cleanup, containment, remedial, removal or restoration work, or detoxification
or decontamination of the Premises, and the preparation and implementation of
any closure, remedial action or other required plans in connection therewith. 
For purposes of this Section 6.2.8, any acts or omissions of Tenant, or its
subtenants or assignees or its or their employees, agents, or contractors
(whether or not they are negligent, intentional, willful or unlawful) shall be
attributable to Tenant.


The term “Hazardous Materials” shall mean
and include any oils, petroleum products, asbestos, radioactive, biological,
medical or infectious wastes or materials, and any other toxic or hazardous
wastes, materials and substances which are defined, determined or identified as
such in any Environmental Laws, or in any judicial or administrative
interpretation of Environmental Laws.


The term “Environmental Laws” shall mean any
and all federal, state and municipal statutes, laws, regulations, ordinances,
rules, judgments, orders, decrees, codes, plans, injunctions, permits,
concessions, grants, franchises, licenses, agreements or other governmental
restrictions relating to the environment or to emissions, discharges or
releases of pollutants, contaminants, petroleum or petroleum products, medical,
biological, infectious, toxic or hazardous substances or wastes into the
environment including, without limitation, ambient air, surface water, ground
water or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of pollutants,
contaminants, petroleum or petroleum products, medical, biological, infectious,
toxic or hazardous substances or wastes or the cleanup or other remediation
thereof.


ARTICLE 7



Casualty or Taking


7.1             
Termination.  In the event that the Premises or the Property,
or any material part thereof shall be destroyed or damaged by fire or casualty,
shall be taken by any public authority or for any public use or shall be
condemned by the action of any public authority, then the term of this Lease
may be terminated at the election of Landlord.  Such election, which may be
made notwithstanding the fact that Landlord’s entire interest may have been
divested, shall be made by the giving of notice by Landlord to Tenant within
sixty (60) days after the date of the taking or casualty.


In the event that (i) at least twenty-five percent (25%)
of the Premises Rentable Area is damaged by fire or other casualty to such an
extent that the time reasonably necessary for Landlord to make repairs as
required in the ordinary course shall exceed the lesser of nine (9) months or
that period of time equal to one-half of the then remainder of the term of this
Lease as of the date of fire or other casualty or (ii) at least twenty-five
percent (25%) of the Premises Rentable Area or reasonable access to the
Premises is damaged by fire or other casualty and repairs are not substantially
completed (or reasonable access restored) within nine (9) months from the date
of the fire or other casualty, or (iii) at least twenty-five percent (25%) of
the Premises Rentable Area is taken by an exercise of eminent domain, then in
any such case Tenant shall have the right to terminate the term of this Lease
by giving notice of its desire to do so to Landlord within thirty (30) days
after, in the first or third case, such damage or taking, and in the second
case, the expiration of such nine-month period, whereupon on the date thirty
(30) days after the giving of such notice, the term of this Lease shall
terminate with the same force and effect as if such date were the date on which
the term of this Lease were scheduled to expire by effluxion of time. 
Notwithstanding the foregoing to the contrary, Tenant shall have no right to
terminate the term of this Lease due to a fire or other casualty if the case
thereof was due to the negligence or other wrongful conduct of Tenant or any
subtenant or assignee or any agent, employee or invitee of any of the
foregoing.


7.2             
Restoration.  If Landlord or Tenant do not elect to so
terminate, this Lease shall continue in force and (so long as the damage is not
caused by the negligence or other wrongful act of Tenant or its employees,
agents, contractors or invitees) a just proportion of the Annual Fixed Rent
reserved, according to the nature and extent of the damages sustained by the Premises,
shall be suspended or abated until the Premises (excluding any improvements to
the Premises made at Tenant’s expense), or what may remain thereof, shall be
put by Landlord in proper condition for use, which Landlord covenants to do
with reasonable diligence to the extent permitted by the net proceeds of
insurance recovered or damages awarded for such destruction, taking, or
condemnation and subject to zoning and building laws or ordinances then in
existence.  “Net proceeds of insurance recovered or damages awarded.”
refers to the gross amount of such insurance or damages actually made available
to Landlord (and not retained by any Superior Lessor or Superior Mortgagee)
less the reasonable expenses of Landlord incurred in connection with the
collection of the same, including without limitation, fees and expenses for
legal and appraisal services.


7.3             
Award.  Irrespective of the form in which recovery may be had
by law, all rights to damages or compensation shall belong to Landlord in all
cases.  Tenant hereby grants to Landlord all of Tenant’s rights to such damages
and covenants to deliver such further assignments thereof as Landlord may from
time to time request.  Nothing contained herein shall be construed to prevent
Tenant from prosecuting in any condemnation proceedings a claim for relocation
expenses, provided that such action shall not affect the amount of compensation
otherwise recoverable by Landlord from the taking authority.


7.4             
Effect of Casualty or Taking on the Tax Excess and the Operating
Cost Excess.  In the event of any taking, condemnation or damage by fire or
casualty affecting the Property whereby the term of this Lease shall not
terminate pursuant to the provisions of Section 7.1, then for purposes of
determining the Operating Cost Excess or Tax Excess there shall be established
new Base Taxes and Base Operating Costs as hereinafter provided.  Base Taxes
shall be a product of the initial Base Taxes as recited in Section 1.1
multiplied by a fraction, the numerator of which shall be the Taxes for the
first full Tax Year subsequent to the taking, condemnation or damage which
reflects the occurrence of such taking, condemnation or damage (the “Revised
Tax Year”), and the denominator of which shall be the Taxes for the
full Tax Year prior to such taking, condemnation or damage; and Base Operating
Costs shall be the product of the initial Base Operating Costs as recited in
Section 1.1 multiplied by a fraction, the numerator of which shall be Operating
Costs for the first full Operating Year subsequent to such taking, condemnation
or damage which reflects the occurrence of such taking, condemnation or damage
(the “Revised Operating Year”) and the denominator of which shall
be the Operating Costs for the full Operating Year prior to such taking,
condemnation or damage.  The foregoing revisions shall be effective as of the
first day of the Revised Tax Year or the Revised Operating Year (as
applicable).  Effective as of the date of any such taking, condemnation or
damage, Tenant’s Percentage shall be adjusted appropriately to reflect the
change, if any, in the rentable area of the Premises and/or the rentable area
of the Building.


ARTICLE 8



Defaults


8.1             
Default of Tenant.  (a) (I) If Tenant shall default in its
obligations to pay the Annual Fixed Rent or Additional Rent or any other
charges or amounts under this Lease when due or shall default in complying with
its obligations under Subsection 6.1.11 or the last sentence of Section 10.9 of
this Lease and if any such default shall continue for ten (10) days after
notice from Landlord designating such default, or (II) if as promptly as
possible but in any event within thirty (30) days (or such additional time, but
not to exceed sixty (60) days, as shall be reasonably required to cure such
failure if the same is not capable of cure within thirty (30) days despite the
use of all reasonable efforts by Tenant to do so) after notice from Landlord to
Tenant specifying any default or defaults other than those set forth in clause
(I) Tenant has not cured the default or defaults so specified; or (b) if any
assignment shall be made by Tenant or any guarantor of Tenant for the benefit
of creditors; or (c) if Tenant’s leasehold interest shall be taken on
execution; or (d) if a lien or other involuntary encumbrance shall be filed
against Tenant’s leasehold interest or Tenant’s other property, including said
leasehold interest, or against the property of any guarantor of Tenant, and
shall not be discharged within ten (10) days thereafter; or (e) if a petition
shall be filed by Tenant or any guarantor of Tenant for liquidation, or for
reorganization or an arrangement under any provision of any bankruptcy law or
code as then in force and effect; or (f) if an involuntary petition under any
of the provisions of any bankruptcy law or code shall be filed against Tenant
or any guarantor of Tenant and such involuntary petition shall not be dismissed
within thirty (30) days thereafter; or (g) if a custodian or similar agent
shall be authorized or appointed to take charge of all or substantially all of the
assets of Tenant or any guarantor of Tenant; or (h) if Tenant or any guarantor
of Tenant dissolves or shall be dissolved or shall liquidate or shall adopt any
plan or commence any proceeding, the result of which is intended to include
dissolution or liquidation; or (i) if any order shall be entered in any
proceeding by or against Tenant or any guarantor of Tenant decreeing or
permitting the dissolution of Tenant or any guarantor of Tenant or the winding
up of its affairs; or (j) if Tenant shall fail to pay any installment of Annual
Fixed Rent or Additional Rent when due, Tenant shall cure such default within
the grace period provided in clause (a) (I) above (or with Landlord’s approval
after the expiration of such grace period) and Tenant shall, within the next
year following the date such initial defaulted payment was first due, fail more
than twice to pay any installment of Annual Fixed Rent or Additional Rent when
due, then, and in any of such cases indicated in clauses (a) through (j) hereof
(collectively and individually, a “Default of Tenant”), Landlord
may, in addition to and not in derogation of any remedies for any preceding
breach of covenant, immediately or at any time thereafter give notice to Tenant
terminating this Lease and the term hereof, which notice shall specify the date
of termination, whereupon on the date so specified; the term of this Lease and
all of Tenant’s rights and privileges under this Lease shall expire and
terminate but Tenant shall remain liable as hereinafter provided,


8.2             
Remedies.  In the event of any termination pursuant to
Section 8.1, Tenant shall pay the Annual Fixed Rent, Additional Rent and other
charges payable hereunder up to the time of such termination.  Thereafter,
whether or not the Premises shall have been re-let, Tenant shall be liable to
Landlord for, and shall pay to Landlord the Annual Fixed Rent, Additional Rent
and other charges which would be payable hereunder for the remainder of the
term of this Lease had such termination not occurred, less the net proceeds, if
any, of any reletting of the Premises, after deducting all actual expenses in
connection with such reletting, including, without limitation, all repossession
costs, brokerage commissions, attorneys’ fees and expenses, advertising costs,
administration expenses, alteration costs, the value of any tenant inducements
(including but without limitation free rent, moving costs, and contributions
toward leasehold improvements) and any other expenses incurred in preparation
for such reletting.  Tenant shall pay such damages to Landlord monthly on the
days on which the Annual Fixed Rent, Additional Rent or other charges would
have been payable hereunder if the term of this Lease had not been so
terminated.


At any time after such termination, in lieu of recovering
damages pursuant to the provisions of the immediately preceding paragraph with
respect to any period after the date of demand therefor, at Landlord’s
election, Tenant shall pay to Landlord the greater of (i) the amount, if any,
by which (A) the Annual Fixed Rent, Additional Rent and other charges which
would be payable hereunder from the date of such demand to the end of what
would be the then unexpired term of this Lease had such termination not
occurred, shall exceed (B) the then fair rental value of the Premises for the
same period, reduced to amortize over such period all costs or expenses which
Landlord would incur to obtain such fair market rent, or (ii) an amount equal
to the lesser of (x) the Annual Fixed Rent, Additional Rent and other charges that
would have been payable for the remainder of the term of this Lease had such
termination not occurred or (y) the aggregate of the Annual Fixed Rent,
Additional Rent and other charges accrued in the twelve (12) months ended next
prior to such termination (without reduction for any free rent or other
concession or abatement) except that in the event the term of this Lease is so
terminated prior to the expiration of the first full year of the term of this
Lease, the damages which Landlord may elect to recover pursuant to clause (ii)
(y) of this paragraph shall be calculated as if such termination had occurred
on the first anniversary of the Commencement Date and there had been no
so-called free rent or other rental concession or any rental abatement.


Nothing contained in this Lease shall, however, limit or
prejudice the right of Landlord to prove for and obtain in proceedings for
bankruptcy or insolvency by reason of the termination of this Lease, an amount
equal to the maximum allowed by any statute or rule of law in effect at the
time when, and governing the proceedings in which, the damages are to be
proved, whether or not the amount be greater than, equal to, or less than the
amount of the loss or damages referred to above.


In case of any Default of Tenant, re-entry, expiration and
repossession by summary proceedings or otherwise, Landlord may (i) relet the
Premises or any part or parts thereof, either in the name of Landlord or
otherwise, for a term or terms which may at Landlord’s option be equal to or less
than or exceed the period which would otherwise have constituted the balance of
the term of this Lease and may grant concessions or free rent to the extent
that Landlord considers advisable and necessary to relet the same and (ii) may
make such alterations, repairs and decorations in the Premises as Landlord in
its sole judgment considers advisable and necessary for the purpose of
reletting the Premises; and the making of such alterations, repairs and
decorations shall not operate or be construed to release Tenant from liability
hereunder as aforesaid.  Landlord shall in no event be liable in any way
whatsoever for failure to relet the Premises, or, in the event that the
Premises are relet, for failure to collect the rent under such reletting.


To the fullest extent permitted by law, Tenant hereby
expressly waives any and all rights of redemption granted under any present or
future laws in the event of Tenant being evicted or dispossessed, or in the
event of Landlord obtaining possession of the Premises, by reason of the
violation by Tenant of any of the covenants and conditions of this Lease.


8.3             
Remedies Cumulative.  Except as expressly provided otherwise
in Section 8.2, any and all rights and remedies which Landlord may have under
this Lease, and at law and equity (including without limitation actions at law
for direct, indirect, special and consequential (foreseeable and unforeseeable)
damages), for Tenant’s failure to comply with its obligations under this Lease
shall be cumulative and shall not be deemed inconsistent with each other, and
any two or more of all such rights and remedies may be exercised at the same
time insofar as permitted by law.


8.4             
Landlord’s Right to Cure Defaults.  After the expiration of
all applicable notice and cure periods (except in the event of any imminent
threat to person or property, in which case no notice shall be needed),
Landlord shall have the right, but shall not be required, to pay such sums or
do any act which requires the expenditure of monies which may be necessary or
appropriate by reason of the failure or neglect of Tenant to comply with any of
its obligations under this Lease (irrespective of whether the same shall have
ripened into a Default of Tenant), and in the event of the exercise of such
right by Landlord, Tenant agrees to pay to Landlord forthwith upon demand, as
Additional Rent, all such sums including reasonable attorneys fees, together
with interest thereon at a rate (the “Default Rate”) equal to the
lesser of four percent (4%) over the Prime Rate or the maximum rate allowed by
law.  “Prime Rate” shall mean the annual floating rate of
interest, determined daily and expressed as a percentage from time to time
announced by Bank of America as its “prime” or “base”
rate, so-called, or if at any time Bank of America ceases to announce such a
rate, as announced by the largest national or state-chartered banking
institution then having an office in the city of Boston and announcing such a
rate.  If at any time neither Bank of America nor the largest national or
state-chartered banking institution having an office in the city of Boston is
announcing such a floating rate, “Prime Rate” shall mean a rate
of interest, determined daily, which is two (2) percentage points above the
14-day moving average closing trading price of 90-day Treasury Bills.


8.5             
Holding Over.  Any holding over by Tenant after the
expiration or early termination of the term of this Lease shall be treated as a
daily tenancy at sufferance at a rate equal to 1.5 times the greater of (x) the
fair market rental value for the Premises on a month-to-month basis or (y) the
sum of Annual Fixed Rent plus Additional Rent in effect immediately prior to
the expiration or earlier termination of the term.  Tenant shall also pay to
Landlord all damages, direct and/or consequential, sustained by reason of any
such holding over.  Otherwise, all of the covenants, agreements and obligations
of Tenant applicable during the term of this Lease shall apply and be performed
by Tenant during such period of holding over as if such period were part of the
term of this Lease.


8.6             
Effect of Waivers of Default.  Any consent or permission by
Landlord to any act or omission by Tenant shall not be deemed to be consent or
permission by Landlord to any other similar or dissimilar act or omission and
any such consent or permission in one instance shall not be deemed to be
consent or permission in any other instance.


8.7             
No Waiver, etc.  The failure of Landlord or Tenant to seek
redress for violation of, or to insist upon the strict performance of, any
covenant or condition of this Lease shall not be deemed a waiver of such
violation nor prevent a subsequent act, which would have originally constituted
a violation, from having all the force and effect of an original violation. 
The receipt by Landlord of rent with knowledge of the breach of any covenant of
this Lease shall not be deemed to have been a waiver of such breach by
Landlord, or by Tenant, unless such waiver be in writing signed by the party to
be charged.  No consent or waiver, express or implied, by Landlord or Tenant to
or of any breach of any agreement or duty shall be construed as a waiver or
consent to or of any other breach of the same or any other agreement or duty.


8.8             
No Accord and Satisfaction.  No acceptance by Landlord of a
lesser sum than the Annual Fixed Rent, Additional Rent or any other charge then
due shall be deemed to be other than on account of the earliest installment of
such rent or charge due, nor shall any endorsement or statement on any check or
any letter accompanying any check or payment as rent or other charge be deemed
an accord and satisfaction, and Landlord may accept such check or payment
without prejudice to Landlord’s right to recover the balance of such
installment or pursue any other remedy in this Lease provided.


ARTICLE 9



Rights of Holders


9.1             
Rights of Mortgagees or Ground Lessor.  This Lease, and all
rights of Tenant hereunder, are and shall be subject and subordinate to any
ground or master lease, and all renewals, extensions, modifications and
replacements thereof, and to all mortgages, which may now or hereafter affect
the Building or the Property and/or any such lease, whether or not such
mortgages shall also cover other lands and/or buildings and/or leases, to each
and every advance made or hereafter to be made under such mortgages, and to all
renewals, modifications, replacements and extensions of such leases and such
mortgages and all consolidations of such mortgages.  This Section shall be
self-operative and no further instrument of subordination shall be required. 
In confirmation of such subordination, Tenant shall promptly execute,
acknowledge and deliver any instrument that Landlord, the lessor under any such
lease or the holder of any such mortgage or any of their respective successors
in interest may reasonably request to evidence such subordination.  Any lease
to which this Lease is subject and subordinate is herein called “Superior
Lease” and the lessor of a Superior Lease or its successor in interest,
at the time referred to, is herein called “Superior Lessor”; and
any mortgage to which this Lease is subject and subordinate, is herein called “Superior
Mortgage” and the holder of a Superior Mortgage is herein called “Superior
Mortgagee”.


If any Superior Lessor or Superior Mortgagee or the
nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed
to the rights of Landlord under this Lease, whether through possession or
foreclosure action or delivery of a new lease or deed, or otherwise, then at
the request of such party so succeeding to Landlord’s rights (herein called “Successor
Landlord”) and upon such Successor Landlord’s written agreement to
accept Tenant’s attornment, Tenant shall attorn to and recognize such Successor
Landlord as Tenant’s landlord under this Lease and shall promptly execute and deliver
any instrument that such Successor Landlord may reasonably request to evidence
such attornment.  Upon such attornment, this Lease shall continue in full force
and effect as a direct lease between the Successor Landlord and Tenant upon all
of the terms, conditions and covenants as are set forth in this Lease, except
that the Successor Landlord (unless formerly the landlord under this Lease)
shall not be (a) liable in any way to Tenant for any act or omission, neglect
or default on the part of Landlord under this Lease, (b) responsible for any
monies owing by or on deposit with Landlord to the credit of Tenant, (c)
subject to any counterclaim or setoff which theretofore accrued to Tenant
against Landlord, (d) bound by any modification of this Lease subsequent to
such Superior Lease or Superior Mortgage, or by any previous prepayment of
Annual Fixed Rent or Additional Rent for more than one (1) month, which was not
approved in writing by the Successor Landlord, (e) liable to the Tenant beyond
the Successor Landlord’s interest in the Property, (f) responsible for the
performance of any work to be done by Landlord under this Lease to render the
Premises ready for occupancy by the Tenant, or (g) required to remove any
person occupying the Premises or any part thereof, except if such person claims
by, through or under the Successor Landlord.  Tenant agrees at any time and
from time to time to execute a suitable instrument in confirmation of Tenant’s
agreement to attorn, as aforesaid.


9.2             
Modifications.  If any Superior Lessor or Superior Mortgagee
shall require any modification(s) of this Lease, Tenant shall, at Landlord’s
request, promptly execute and deliver to Landlord such instruments effecting
such modification(s) as Landlord shall require, provided that such modification(s)
do not adversely affect in any material respect any of Tenant’s rights under
this Lease.  In addition, and notwithstanding Section 9.1 to the contrary, any
Superior Lessor or Superior Mortgagee may, at its option, subordinate the
Superior Lease or Superior Mortgage of which it is the lessor or holder to this
Lease by giving Tenant ten (10) days prior written notice of such election,
whereupon this Lease shall, irrespective of dates of execution, delivery and
recording, be superior to such Superior Lease or Superior Mortgage and no other
documentation shall be necessary to effect such change.


9.3             
Subordination, Non-Disturbance and Attornment.  At Tenant’s
request, Landlord shall use reasonable efforts (without the obligation to incur
expense or liability in connection with such efforts) to obtain a so-called
non-disturbance agreement from any such Superior Lessor or Superior Mortgagee
which agreement may be in the form customarily used by such Superior Lessor or
Superior Mortgagee, or if no such form exists, in any commercially reasonable
form, subject to the conditions and limitations of Sections 9.1 and 9.2,
provided, however, that if, despite such reasonable efforts, Landlord is unable
to obtain such agreement, such failure shall not constitute a default by
Landlord under this Lease.


ARTICLE 10



Miscellaneous Provisions


10.1         
Notices.  Except as may be expressly provided herein
otherwise, all notices, requests, demands, consents, approvals or other
communications (“Notices”) to or upon the respective parties
hereto shall be in writing, shall be delivered by hand or mailed by certified
or registered mail, return receipt requested, or by a nationally recognized
courier service that provides a receipt for delivery such as Federal Express,
United Parcel Service or U.S. Postal Service Express Mail and shall be
addressed as follows: if intended for Landlord, to the Original Address of
Landlord set forth in Section 1.1 of this Lease with copies to Landlord at 400
Centre Street, Newton, MA 02458, Attn: Jennifer B. Clark (or to such other
address or addresses as may from time to time hereafter be designated by
Landlord by Notice to Tenant); and if intended for Tenant, addressed to Tenant
at the Original Address of Tenant set forth in Section 1.1 of this Lease until
the Commencement Date and thereafter to the Property (or to such other address
or addresses as may from time to time hereafter be designated by Tenant by
Notice to Landlord).  Notices shall be effective on the date delivered (or the
first date such delivery is attempted and refused) to the party to which such
Notice is required or permitted to be given or made under this Lease.  Notices
from Landlord may be given by Landlord’s Agent, if any, or Landlord’s attorney.


10.2         
Quiet Enjoyment; Landlord’s Right to Make Alterations, Etc. 
Landlord agrees that upon Tenant’s paying the rent and performing and observing
the agreements, conditions and other provisions on its part to be performed and
observed, Tenant shall and may peaceably and quietly have, hold and enjoy the
Premises during the term hereof without any manner of hindrance or molestation
from Landlord or anyone claiming under Landlord, subject, however, to the terms
of this Lease; provided, however, Landlord reserves the right at any time and
from time to time (in accordance with Section 6.1.6 of this Lease), without the
same constituting breach of Landlord’s covenant of quiet enjoyment or an actual
or constructive eviction, and without Landlord incurring any liability to
Tenant or otherwise affecting Tenant’s obligations under this Lease, to make
such changes, alterations, improvements, repairs or replacements in or to the
interior and exterior of the Building (including the Premises) and the fixtures
and equipment thereof, and in or to the Property, or properties adjacent
thereto, as Landlord may deem necessary or desirable, and to change (provided
that there be no unreasonable obstruction of the right of access to the
Premises by Tenant and that Landlord use commercially reasonable efforts to
minimize, to the extent practical, any interference with the conduct of
business at the Premises) the arrangement and/or location of entrances or
passageways, doors and doorways, corridors, elevators, or other common areas of
the Building and Property.


Without incurring any liability to Tenant, Landlord may
permit access to the Premises and open the same, whether or not Tenant shall be
present, upon any demand of any receiver, trustee, assignee for the benefit of
creditors, sheriff, marshal or court officer Landlord reasonably believes is
entitled to such access for the purpose of taking possession of, or removing,
Tenant’s property or for any other lawful purpose (but this provision and any
action by Landlord hereunder shall not be deemed a recognition by Landlord that
the person or official making such demand has any right or interest in or to
this Lease, or in or to the Premises), or upon demand of any representative of
the fire, police, building, sanitation or other department of the city, state
or federal governments.


10.3         
Lease not to be Recorded; Confidentiality of Lease Terms. 
Tenant agrees that it will not record this Lease.  Both parties shall, upon the
request of either (and at the expense of the requesting party), execute and
deliver a notice or short form of this Lease in such form, if any, as may be
acceptable for recording with the land records of the governmental entity
responsible for keeping such records for the city of Alexandria, Virginia.  In
no event shall such document set forth the rent or other charges payable by Tenant
pursuant to this Lease; and any such document shall expressly state that it is
executed pursuant to the provisions contained in this Lease and is not intended
to vary the terms and conditions of this Lease.


Tenant acknowledges that the terms under which the
Landlord has leased the Premises to Tenant (including, without limitation, the
rental rate(s), term and other financial and business terms), constitute
confidential information of Landlord (“Confidential Information”). 
Tenant covenants and agrees to keep the Confidential Information confidential
and not to disclose the same to third parties; provided, however, that such
Confidential Information may be disclosed by Tenant to those of its officers,
employees, attorneys, accountants, lenders and financial advisors
(collectively, “Representatives”) who need to know such
information in connection with Tenant’s use and occupancy of the Premises and
for financial reporting and credit related activities.  Tenant furthermore
agrees to inform its Representatives of the confidential nature of such
Confidential Information and to use all reasonable efforts to cause each
Representative to treat such Confidential Information confidentially and in
accordance with the terms of this paragraph.  Notwithstanding the foregoing,
Landlord acknowledges that Tenant is engaged as a Federal Government contractor
and, as such, may, now or in the future, be subject to audit or review wherein
Tenant may be required to disclose to the Federal Government the terms and
conditions of this Lease.


10.4         
Assignment of Rents and Transfer of Title; Limitation of
Landlord’s Liability.  Tenant agrees that the assignment by Landlord of
Landlord’s interest in this Lease, or the rents payable hereunder, whether
absolute or conditional in nature or otherwise, which assignment is made to the
holder of a mortgage on property which includes the Premises, shall never be
treated as an assumption by such holder of any of the obligations of Landlord
hereunder unless such holder shall, by notice sent to Tenant, specifically
otherwise elect and that, except as aforesaid, such holder shall be treated as
having assumed Landlord’s obligations hereunder (subject to the limitations set
forth in Section 9.1) only upon foreclosure of such holder’s mortgage and the
taking of possession of the Premises.


The term “Landlord”, so far as covenants or
obligations to be performed by Landlord are concerned, shall be limited to mean
and include only the owner or owners at the time in question of Landlord’s
interest in the Property, and in the event of any transfer or transfers of such
title to said property, Landlord (and in case of any subsequent transfers or
conveyances, the then grantor) shall be concurrently freed and relieved from
and after the date of such transfer or conveyance, without any further
instrument or agreement, of all liability with respect to the performance of
any covenants or obligations on the part of Landlord contained in this Lease
thereafter to be performed, it being intended hereby that the covenants and obligations
contained in this Lease on the part of Landlord, shall, subject as aforesaid,
be binding on Landlord, its successors and assigns, only during and in respect
of their respective period of ownership of such interest in the Property.


Notwithstanding the foregoing, in no event shall the
acquisition of Landlord’s interest in the Property by a purchaser which,
simultaneously therewith, leases Landlord’s entire interest in the Property
back to Landlord or the seller thereof be treated as an assumption by operation
of law or otherwise, of Landlord’s obligations hereunder.  Tenant shall look
solely to such seller-lessee, and its successors from time to time in title,
for performance of Landlord’s obligations hereunder.  The seller-lessee, and
its successors in title, shall be the Landlord hereunder unless and until such
purchaser expressly assumes in writing the Landlord’s obligations hereunder.


Tenant shall not assert nor seek to enforce any claim for
breach of this Lease against any of Landlord’s assets other than Landlord’s
interest in the Property, and Tenant agrees to look solely to such interest for
the satisfaction of any liability or claim against Landlord under this Lease,
it being specifically agreed that in no event whatsoever shall Landlord ever be
personally liable for any such liability.  In addition, Landlord hereby
notifies Tenant that the Declaration of Trust of Hub Properties Trust provides,
and Tenant agrees, that no trustee, officer, director, general or limited
partner, member, shareholder, beneficiary, employee or agent of Landlord
(including any person or entity from time to time engaged to supervise and/or
manage the operation of Landlord) shall be held to any liability, jointly or
severally, for any debt, claim, demand, judgment, decree, liability or
obligation of any kind (in tort, contract or otherwise) of, against or with
respect to Landlord or arising out of any action taken or omitted for or on
behalf of Landlord.


10.5         
Landlord’s Default.  Landlord shall not be deemed to be in
breach of, or in default in the performance of, any of its obligations under
this Lease unless it shall fail to perform such obligation(s) and such failure
shall continue for a period of thirty (30) days, or such additional time as is
reasonably required to correct any such breach or default, after written notice
has been given by Tenant to Landlord specifying the nature of Landlord’s
alleged breach or default.  Tenant shall have no right to terminate this Lease
for any breach or default by Landlord hereunder and no right, for any such
breach or default, to offset or counterclaim against any rent due hereunder. 
In no event shall Landlord ever be liable to Tenant for any punitive damages or
for any loss of business or any other indirect, special or consequential damages
suffered by Tenant from whatever cause.  Tenant further agrees that if Landlord
shall have failed to cure any such breach or default within thirty (30) days of
such notice to Landlord (or if such breach or default cannot be cured within
said time, then within such additional time as may be necessary if within said
thirty days Landlord has commenced and is diligently pursuing the remedies
necessary to cure such breach or default), then the holder(s) of any
mortgage(s) or the lessor under any ground lease entitled to notice pursuant to
Section 10.6 shall have an additional thirty (30) days within which to cure
such breach or default if such breach or default cannot be cured within that
time, then such additional time as may be necessary, if within such thirty (30)
days any such holder or lessor has commenced and is diligently pursuing the
remedies necessary to cure such breach or default (including but not limited to
commencement of foreclosure proceedings, if necessary to effect such cure).


Where provision is made in this Lease for Landlord’s
consent and Tenant shall request such consent and Landlord shall fail or refuse
to give such consent, Tenant shall not be entitled to any damages for any
withholding by Landlord of its consent, it being intended that Tenant’s sole
remedy shall be an action for specific performance or injunction, and that such
remedy shall be available only in those cases where Landlord is expressly
required not to withhold its consent unreasonably.


10.6         
Notice to Mortgagee and Ground Lessor.  After receiving
notice from any party that it holds a mortgage which includes the Premises as
part of the mortgaged premises, or that it is the ground lessor under a lease
with Landlord, as ground lessee, which includes the Premises as part of the
demised premises, no notice from Tenant to Landlord shall be effective unless
and until a copy of the same is given to such holder or ground lessor, and the
curing of any of Landlord’s defaults by such holder or ground lessor shall be
treated as performance by Landlord.


10.7         
Brokerage.  Tenant warrants and represents that it has dealt
with no broker in connection with the consummation of this Lease, other than
Scheer Partners, Inc., and in the event of any brokerage claims or liens, other
than by Scheer Partners, Inc., against Landlord or the Property predicated upon
or arising out of prior dealings with Tenant, Tenant agrees to defend the same
and indemnify and hold Landlord harmless against any such claim, and to
discharge any such lien.


10.8         
Applicable Law and Construction.  This Lease shall be
governed by and construed in accordance with the laws of the state or district
in which the Property is located and if any provisions of this Lease shall to
any extent be invalid, the remainder of this Lease shall not be affected thereby. 
Tenant expressly acknowledges and agrees that Landlord has not made and is not
making, and Tenant, in executing and delivering this Lease, is not relying
upon, any warranties, representations, promises or statements, except to the
extent that the same are expressly set forth in this Lease or in any other
written agreement which may be made between the parties concurrently with the
execution and delivery of this Lease and which shall expressly refer to this
Lease.  All understandings and agreements heretofore made between the parties
are merged in this Lease and any other such written agreement(s) made
concurrently herewith, which alone fully and completely express the agreement
of the parties and which are entered into after full investigation, neither
party relying upon any statement or representation not embodied in this Lease
or any other such written agreement(s) made concurrently herewith.  This Lease
may be amended, and the provisions hereof may be waived or modified, only by
instruments in writing executed by Landlord and Tenant.  The titles of the
several Articles and Sections contained herein are for convenience only and
shall not be considered in construing this Lease.  The submission of this
document for examination and negotiation does not constitute an offer to lease,
or a reservation of, or option for, the Premises, and Tenant shall have no
right to the Premises hereunder until the execution and delivery hereof by both
Landlord and Tenant.  Except as herein otherwise provided, the terms hereof
shall be binding upon and shall inure to the benefit of the successors and
assigns, respectively, of Landlord and Tenant and, if Tenant shall be an
individual, upon and to his heirs, executors, administrators, successors and
assigns.  If two or more persons or parties are named as Tenant herein, (i)
each of such persons or parties shall be jointly and severally liable for the
obligations of the Tenant hereunder, and Landlord may proceed against any one
without first having commenced proceedings against any other of them and (ii)
Landlord may require that all notices, requests, demands, consents, approvals
or other communications delivered by Tenant under the Lease must be executed by
each person or party named as Tenant herein.  Each term and each provision of
this Lease to be performed by Tenant shall be construed to be both an
independent covenant and a condition and time is of the essence with respect to
the exercise of any of Tenant’s rights under this Lease.  The reference
contained to successors and assigns of Tenant is not intended to constitute a
consent to assignment of Tenant.  Except as otherwise set forth in this Lease,
any obligations of Tenant (including, without limitation, rental and other
monetary obligations, repair and maintenance obligations and obligations to
indemnify Landlord), shall survive the expiration or earlier termination of
this Lease, and Tenant shall immediately reimburse Landlord for any expense
incurred by Landlord in curing Tenant’s failure to satisfy any such obligation (notwithstanding
the fact that such cure might be effected by Landlord following the expiration
or earlier termination of this Lease).


10.9         
Rooftop Dish.  Tenant, at its sole cost and expense, and
subject to compliance with the provisions of this Section 10.9, shall have the
right to install and operate during the term of the Sublease, and thereafter
during the term of this Lease (i) one (1) satellite dish not to exceed 18
inches in diameter (the “Dish”) in a location on the roof of the
Building to be designated by Landlord (the “Dish Area”), and to
run cables and lines from the Dish to the Premises using the common shafts,
chases and conduits of the Building intended for such purpose to the extent
that the same may be available after meeting Landlord’s requirements for the
Building (the Dish and associated cables and lines are hereinafter referred to
collectively as the “Dish System”).  Tenant shall pay all taxes
assessed against Landlord and any sales or other taxes arising out of Tenant’s
installation and/or operation of the Dish System.


Tenant shall prepare plans and specifications for the Dish
System in accordance with the requirements of Exhibit C, which plans and
specifications shall be subject to review and approval by Landlord as provided
in Exhibit C.  Upon final approval by Landlord of Tenant’s plans and
specifications for the Dish System, Tenant may install the Dish System provided
that such installation shall be performed in accordance with any requirements
of Landlord’s insurance carrier(s), and with the requirements of Section 6.2.6,
Exhibit C and all other applicable provisions of this Lease.


Landlord shall have no obligation to provide any services
to the Dish Area or to make any alterations, repairs or replacements to any
portion of the Building or Property in order to accommodate the installation or
operation of the Dish System.  Tenant agrees that it shall be required, at its
sole cost and expense, to perform any roof reinforcement reasonably required by
Landlord to accommodate the weight of the Dish on the Building roof and to
avoid any roof penetrations other than as expressly approved by Landlord in
writing in advance.


Tenant shall, at its sole cost and expense, perform all
repairs and maintenance to the Dish System as are necessary to keep it in good
and clean working order, appearance and condition, reasonable use and wear
thereof excepted, and Tenant shall promptly repair any damage to the Building
or Property caused by the installation or operation of the Dish System.  The
operation of the Dish System shall, at all times, be in compliance with all
applicable codes, laws, rules and regulations.  Tenant may not relocate or
modify any portion of the Dish System without, in each instance, obtaining
Landlord’s prior written approval to such relocation or modification, which
shall not be unreasonably withheld, conditioned or delayed.  All components of
the Dish System shall be at the sole risk of Tenant and Landlord shall have no
liability to Tenant in the event any portion of the Dish System is damaged for
any reason.


The Dish System shall provide communications for Tenant
only, and no other person or firm shall make use of the Dish System.


Tenant shall, at the expiration or earlier termination of
Tenant’s right to occupy the Premises, remove the entire Dish System (except
that Landlord shall have the right to require Tenant to leave any cabling,
wires or conduit installed within the Building), repair any damage caused by
such removal, and restore the Dish Area to a condition substantially the same condition
as existed prior to the installation of the Dish System.  Tenant agrees that
its obligations hereunder shall be subject to the provisions of Section 6.1.9,
including all of Landlord’s rights and remedies.


Landlord reserves the right, upon reasonable notice to
Tenant, to require Tenant to relocate the Dish System or any of its constitute
components, at Tenant’s sole cost and expense, if necessary in connection with
any repairs, renovations, improvements or additions to the Building or
Property.  In addition, Landlord reserves the right to require Tenant to
relocate the Dish to another portion of the roof designated by Landlord for any
other reason in Landlord’s sole discretion, provided such other portion of the
roof is adequate for Tenant’s purposes and Landlord pays the reasonable costs
of relocating the Dish.


Tenant shall be entitled to obtain access to the Dish Area
both during and before and after Normal Building Operating Hours, but only if
(i) Tenant shall have given Landlord reasonable advance notice of the need
therefor, and (ii) Tenant is accompanied by an authorized representative of
Landlord during such access.  Any such access shall be subject to Landlord’s
reasonable security measures and, in the event access is required before or
after Normal Building Operating Hours, Landlord may require Tenant to pay, as
Additional Rent, the reasonable costs incurred by Landlord to provide such
access to Tenant.


Tenant shall not allow the Dish System to interfere with
any equipment installed or operating in or from the Building as of the date
Tenant commences operation of, or shall subsequently modify, Tenant’s Dish.


Witness
the execution hereof under seal on the day and year first above written.


Landlord:


 


HUB
PROPERTIES TRUST


 


 


By:    
/s/ Jennifer B. Clark                                            

Jennifer B. Clark

Senior Vice President


 


 


Tenant:


 


DIMENSIONS
INTERNATIONAL, INC.


 


 


By:    
/s/ Darrell L. Crapps                                           

Name:  Darrell L. Crapps

Title:  VP Corporate Operations

Hereunto duly authorized











 


 


EXHIBIT A
[Floor plan]