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THIRD LEASE AMENDMENT



THIS THIRD LEASE AMENDMENT is made as of June 27, 2003, by and between
Riverside Commerce Center, L.C., a Virginia limited liability company
(“Lessor”) and Portfolio Recovery Associates, LLC, a Delaware limited liability
company (“Lessee”).



RECITALS




	A.	 	By One-Story Office Lease dated February 12, 1999 (the “Lease”).
Riverside Investors, L.C. leased to Lessee Suite 100 consisting of
35,179 rentable square feet (the “Premises”) in a building commonly
known as Riverside Commerce Center, 120 Corporate Boulevard, Norfolk,
VA 23502 (the “Building”), as more particularly described in said
Lease.
	 
	B.	 	By First Lease Amendment dated April 27, 1999, Riverside Investors, L.C. and
Lessee
modified the Building address and Lessor’s Services.
	 
	C.	 	Riverside Commerce Center, L.C., a Virginia limited liability
company became successor in interest to Riverside Investors, L.C., a
Virginia limited liability company.
	 
	D.	 	By Second Lease Amendment dated September 29, 2000, Lessee leased from
Lessor an additional 4,503 rentable square feet (the “Expansion Premises”) for
a total of 39, 682
rentable square feet (the “Total Premises”).
	 
	E.	 	Lessor and Lessee desire to modify the terms and conditions of the Lease.



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




	1.	 	Term: The Term of the Lease is hereby extended for ninety
(90) months commencing on July 1, 2006 and expiring on December 31,
2013 (the “Renewal Term”).
	 
	2.	 	Rent: Effective as of January 1, 2004, the rent for the
Total Premises shall be Fifty Five Thousand Six Hundred Forty Two and
58/100 Dollars ($55,642.58) per month payable in advance on the first
business day of each and every month thereafter.
	 
	3.	 	Escalation: The rent, described in paragraph 2 above, shall
escalate three percent (3%) per annum on July 1, 2006 and annually
thereafter.
	 
	4.	 	Tenant Improvements: Lessor shall provide Lessee with a
refurbishment allowance of Ninety Nine Thousand Two Hundred Five and
No/100 Dollars ($99,205.00) ($2.50 per rentable square foot of the
Total Premises) (“Refurbishment Allowance”) for tenant improvements to
be constructed in accordance with the Work Letter Agreement (Exhibit A)
attached hereto and incorporated herein by reference. All costs in
excess of the Refurbishment Allowance shall be at Lessee’s cost. In the
event there is a default in the payment of rent or any additional rent
hereunder, Lessee shall pay to Lessor, as additional rent hereunder,
the full amount of the unamortized cost of the Refurbishment Allowance
amortized at a rate of ten percent (10%) per annum over the Third Lease
Amendment term. Notwithstanding the foregoing, the Refurbishment
Allowance must be used within calendar year 2004.



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	5.	 	Additional Tenant Improvements: Lessor shall provide Lessee with an
additional
refurbishment allowance of One Hundred Nineteen Thousand Forty Six and No/100
Dollars ($119,046.00) ($3.00 per rentable square foot of the Total Premises)
(“Additional Refurbishment Allowance”) effective as of January 1, 2009 for
additional tenant improvements to be constructed in within the Total Premises.
All costs in excess of the Additional Refurbishment Allowance shall be at
Lessee’s cost. In the event there is a default in the payment of rent or any
additional rent hereunder, Lessee shall pay to Lessor, as additional rent
hereunder, the full amount of the unamortized cost of the Additional
Refurbishment Allowance amortized at a rate of ten percent (10%) per annum over
the remainder of the Third Lease Amendment term. Notwithstanding the foregoing,
the Additional Refurbishment Allowance must be used within calendar year 2009.
	 
	6.	 	 Notices: The Lessor’s notice address specified in Section 31 of the
Lease is hereby changed as follows:




	 	 	 	 	 
	 	 	
To Lessor:
	 	Riverside Commerce Center, L.C.
	 	 	 	 	c/o Robinson Development Group, Inc.
	 	 	 	 	150 West Main Street, Suite 1100
	 	 	 	 	Norfolk, VA 23510
	 	 	 	 	Attn: Anthony W. Smith
	 	 	 	 	 
	 	 	
To Managing Agent:
	 	CB Richard Ellis of Virginia, Inc.
	 	 	 	 	150 West Main Street, Suite 1100
	 	 	 	 	Norfolk, VA 23510




	7.	 	Renewal Option: Paragraph 3 of the Rider No. to the Lease, Renewal
Option, is hereby amended by deleting it in its entirety and substituting the
following in lieu thereof:
	 
	 	 	Provided the Lease is in full force and effect and no default by Lessee has
occurred hereunder, Lessee shall have the right to renew the Lease for two (2)
five (5) year terms upon providing Lessor with written notice nine (9) months
prior to the current expiration. The renewal terms shall be subject to the
terms and conditions set forth in the Lease, and the rent shall be at ninety
five percent (95%) of the fair market value at the time of the renewal.
Lessee’s rights as to this option are personal to the original Lessee executing
this Third Lease Amendment and may not be exercised or be assigned,
voluntarily, by or to any person or entity other than the original Lessee.
	 
	 	 	Lessor shall provide written notice of Lessor’s determination of the fair
market rental rate not later than ten (10) days after the last day upon which
Lessee may timely exercise the right giving rise to the necessity for such fair
market rental rate determination. Lessee shall have ten (10) days (“Lessee’s Review Period”)
after receipt of Lessor’s notice of the fair market rental rate within which to accept such fair market
rental rate or to reasonably object thereto in writing. Failure of
Lessee to so object to the fair market rental rate submitted by Lessor in
writing within Lessee’s Review Period shall conclusively be deemed Lessee’s
approval and acceptable thereof. In the event Lessee reasonably objects to the
fair market rental rate submitted by Lessor within Lessee’s Review Period,
Lessor and Lessee shall attempt in good faith to agree upon such fair market
rental rate within fifteen (15) days following Lessee’s Review Period (the
“Outside Agreement Date”). If Lessee and Lessor do not agree upon a fair market
rental rate by the Outside Agreement Date,
then each party’s determination shall be submitted to appraisal in accordance
with the provisions that follow.
	 
	 	 	Lessor and Lessee shall, at its own expense, appoint one licensed Virginia real
estate broker (“Broker”) to determine market rental rate of the Premises.
Within thirty (30) days of




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	 	 	the Outside Agreement Date, each Broker shall submit its appraisal. If the
difference in the two appraisals does not exceed ten percent (10%) of the
rental rate then in effect, “Fair Market Value” shall be the average of the two
appraisals.
	 
	 	 	If the difference between the two appraisals shall exceed ten percent (10%) of
the rental rate then in effect, then the two Brokers shall, within ten (10)
days, appoint a third licensed real estate Broker to perform a third appraisal,
to be performed within fifteen (15) days thereafter. The cost of the third
appraisal shall be shared equally by the Lessor and Lessee.
	 
	 	 	In the event that the third appraisal is neither (i) more than ten percent
(10%) greater than the higher of the two previous appraisals, nor (ii) more
than ten percent (10%) less than the lower of the two previous appraisals, the
third appraisal shall be deemed to be “Fair Market Value”. In the event that
the third appraisal is more than ten percent (10%) greater than the higher of
the two previous appraisals, then “Fair Market Value” shall be the higher of
the two previous appraisals. In the event the third appraisal is more than ten
percent (10%) less than the lower of the two previous appraisals, “Fair Market
Value” shall be the lower of the two previous appraisals.
	 
	8.	 	All other terms and conditions of the Lease are hereby ratified and
shall remain in full force and effect. In the event of a conflict
between this Third Lease Amendment, the Lease and any prior amendments,
this Third Lease Amendment shall prevail.



IN WITNESS WHEREOF, the parties hereto have executed and delivered this
agreement as of the date first written above.



  	 	 	 	 	 
	LESSOR:	 	 	 	RIVERSIDE COMMERCE
        CENTER, L.C.,
	 	 	 	 	a Virginia limited
        liability company
	 	 	 	 	 
	 	 	 By: 	 	Robinson Development Group,
        Inc.
	 	 	 Its: 	 	Manager
	 	 	 	 	 
	 	 	 By: 	 	/s/ ANTHONY W. SMITH
	 	 	 	 	

	 	 	 	 	Anthony W. Smith
	 	 	Its: 	 	Senior Vice President
	 	 	  	 	 
	LESSEE:	 	 	 	PORTFOLIO RECOVERY
        ASSOCIATES, LLC,
	 	 	 	 	a Delaware limited
        liability company
	 	 	 	 	 
	 	 	 By: 	 	/s/ KEVIN P. STEVENSON
	 	 	 	 	

	 	 	 Name: 	 	Kevin P. Stevenson
	 	 	 	 	

	 	 	 Its: 	 	SVP/CFO
	 	 	 	 	





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EXHIBIT A

WORK LETTER AGREEMENT



     THIS AGREEMENT entered into as of June 27, 2003, defines the scope of work
to be provided by Riverside Commerce Center, L.C., a Virginia limited liability
company (“Lessor”) in the Premises in Riverside Commerce Center leased by
Portfolio Recovery Associates, LLC, a Delaware limited liability company
(“Lessee”) under a Third Lease Amendment dated June 27, 2003.


     It is the intent of this Agreement that Lessee shall be permitted freedom
in the interior design and layout of its space, consistent with applicable
building codes and with sound architectural and construction practice, provided
that no interference or damage is caused to the roof, walls or other structural
components and shared plumbing and electrical systems, and no increase in
maintenance or utility charges will be incurred by Lessor.


A. Improvements


1. Lessor’s Work. Lessor, at its sole cost and expense, shall provide a
refurbishment allowance to Lessee for construction of its improvements of
Ninety Nine Thousand Two Hundred Five and No/100 Dollars ($99,205.00)
($2.50 per rentable square foot of the Total Premises) (the “Refurbishment
Allowance”) payable by Lessor during calendar year 2004 upon (i)
completion of Lessee’s improvements and (ii) within thirty (30) days of
receipt by Lessor of a request therefor from Lessee, including lien
waivers from all contractors providing services to Lessee.


2. Lessee’s Work. All improvements required by Lessee in the Total
Premises shall be from plans reasonably approved by Lessor and constructed
by a contractor or contractors engaged by Lessee, and approved by Lessor,
such approval not to be unreasonably withheld, conditioned or delayed, at
Lessee’s sole cost and expense.


B. Incorporation in Lease. This Agreement is and shall be incorporated
by reference in the Third Lease Amendment and all of the terms and provisions
of said Third Lease Amendment are and shall be incorporated herein by this
reference.



	 	 	 	 	 
	LESSOR:	 	 	 	RIVERSIDE COMMERCE CENTER, L.C.,

a Virginia limited liability company
	 
	 	 	
By:

Its:
	 	Robinson Development Group, Inc.

Manager
	 
	 	 	
By:
	 	/s/ ANTHONY W. SMITH



Anthony W. Smith
	 	 	
Its:
	 	Senior Vice President
	 
	LESSEE:	 	 	 	PORTFOLIO RECOVERY ASSOCIATES, LLC,

a Delaware limited liability company
	 
	 	 	
By:
	 	/s/ KEVIN P. STEVENSON



	 
	 	 	
Name:
	 	Kevin P. Stevenson



	 
	 	 	
Its:
	 	SVP/CFO








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