Exhibit 10.4


THIRD AMENDMENT TO LEASE AGREEMENT


THIS THIRD
AMENDMENT made and entered the 30th day of APRIL 2007, by and between
Pinecrest L.L.C. and Practice Management Partners, Inc. which was amended in
a second lease amendment on July 13, 2004 and was amended in a first lease
amendment on September 6, 2002 Practice Management Partners to the Lease made
and entered into this 7th day of September, 1999, by and between
PINECREST L.L.C., a Virginia limited liability company (the “Landlord”), and
Ascendia Healthcare Management, Inc. and assigned to Practice Made Perfect Inc.
which was merged into Practice Management Partners Inc., a Maryland Corporation
(the “Tenant”) on July 31, 2001. Practice Management Partners federal tax I.D.
number is 541914433. Ascendia Health Care Management federal tax id no.
56-1928380 and Practice Made Perfect, Inc. federal tax id no. 54-19114433 all
have rights and responsibilities under this lease amendment.  


WITNESSETH:


          That,
in consideration of the rents, covenants and conditions herein set forth,
Landlord and Tenant do hereby covenant, promise and agree as follows:


1. Tenant
hereby leases suite 200 which is approximately 5,486.21 gross square feet at
12310 Pinecrest Road Tenant has confirmed and agrees that suite 200 is 5,486.21
gross square feet.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
The basic rental rate is the following.

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
ANNUAL

	
 

	
MONTHLY

	
 


	
 

	
 

	
 

	


	
 

	


	
 


	
 

	
August 1, 2007- July 31, 2008

	
 

	
$

	
115,762.50

	
 

	
$

	
9,646.75 

	
 


	
 

	
August 1, 2008- July 31, 2009

	
 

	
$

	
121,550.62

	
 

	
$

	
10,129.22 

	
 


	
 

	
August 1, 2009- July 31, 2010

	
 

	
$

	
127,628.15

	
 

	
$

	
10,635.68 

	
 





2. Tenant hereby
leases suite 204B, which is approximately 1,500 gross square feet at 12310
Pinecrest Road. Tenant has walked suite 204 B and confirmed and agrees that
suite 204 is 1500 gross square feet. Landlord reserves the right to move tenant
to suite 206 at Landlords expense in the event that adjoining tenant vacates.
Suite 206 is 1500 square feet.


The basic rental rate is the following:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
ANNUAL

	
 

	
MONTHLY

	
 


	
 

	
 

	
 

	


	
 

	


	
 


	
 

	
June 1, 2007- May 31, 2008

	
 

	
$

	
31,650.95

	
 

	
$

	
2,637.58 

	
 


	
 

	
June 1, 2008- May 31, 2009

	
 

	
$

	
33,233.50

	
 

	
$

	
2,769.46 

	
 


	
 

	
June 1, 2009- May 31, 2010

	
 

	
$

	
34,895.18

	
 

	
$

	
2,907.93 

	
 


	
*

	
June 1, 2010- July 31, 2010

	
 

	
$

	
34,895.18

	
 

	
$

	
2,907.93 

	
 


	
 

	
(Year 4 for 2 months only)

	
 

	
 

	
 

	
 

	
 

	
 

	
 





* Rental credit first month of
$2,637.58


3. This is a
full service lease. There is no pass
through expenses off the base year operating expenses. The rental escalation of
this lease is 5%.


- 1 -







4. Landlord will
install carpeting in Suite 204B similar to the existing carpeting in Suite 200.
Landlord will remove one low wall and one high wall and install one low wall of
42 inches in height. Landlord will install wood baseboard stained in common
area of suite and vinyl cove base in offices. Landlord will paint suite as
necessary building standard glamour grey color.


5. For suite
200, the relocation clause is deleted.


6. For suite
204B, Landlord may relocate tenant with ninety days written notice to suite
206. Landlord will use the same paint (glamour grey color) and carpeting and
baseboard for suite 206. Landlord will install a kitchenette. Landlord will
move tenant at Landlord’s sole cost and expense to include relocation of phone
and computer systems.


          Unless otherwise
expressly provided, all terms, conditions, and covenants by Tenant contained in
this lease shall remain in full force and effect in accordance with the terms
of the Lease.


          IN
WITNESS WHEREOF, Landlord and Tenant have caused this first amendment to the
Lease to be executed under seal the day and year first above written.


	
 

	
 

	
 


	
 

	
 

	
LANDLORD:


	
 

	
 

	
PINECREST L.L.C.


	
 

	
 

	
 


	


	
 

	



	


	
 

	



	
Witness

	
 

	
By: Steven Sadeghian PhD


	
 

	
 

	
Title: Property Manager


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
TENANT:


	
 

	
 

	
PRACTICE MANAGAMENT PARTNERS, INC.


	
 

	
 

	
 


	



	
 

	



	



	
 

	



	
Witness

	
 

	
By: Mr. John Robison


	
 

	
 

	
Title: Vice President, Compliance and Administration





- 2 -







Second Amendment To Lease Agreement


This Second Amendment made
and entered the 13th day of July 2004, to the lease made and entered
into the 7th of September 1999, by and between PINECREST L.L.C., a
Virginia limited liability company (the “Landlord”), and Ascendia Healthcare
Management, Inc. and assigned to Practice Made Perfect Inc. which merged into
Practice Management Partners Inc., a Maryland Corporation (the “Tenant”) on
July 31, 2001 and was first amended on September 6, 2002. Practice Management
Partners federal tax I.D. number is 541914433.


WITNESSETH:


That, in
consideration of the rents, covenants and conditions herein set forth, Landlord
and Tenant do hereby covenant, promise and agrees as follows:


	
 

	
 


	
1.

	
Tenant
 hereby leases suite 200, which is 5,486.21 rentable square feet at 12310
 Pinecrest Road.


	
The basic
 rental rate is the following:








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ANNUAL

	
 

	
MONTHLY

	
 


	
 

	
 

	


	
 

	



	
 


	
August 1,
 2004 – July 31, 2005

	
 

	
$

	
100,000.00

	
 

	
$

	
8,333.33 

	
 


	
August 1,
 2005 – July 31, 2006

	
 

	
$

	
105,000.00

	
 

	
$

	
8,750.00 

	
 


	
August 1,
 2006 – July 31, 2007

	
 

	
$

	
110,250.00

	
 

	
$

	
9,187.50 

	
 








	
 

	
 


	
2.

	
Furniture
 currently in Suite 200 as of June 18, 2004 may be used by the tenant at no
 charge during the term of the lease. Furniture remains the property of the
 Landlord.


	
 

	
 


	
3.

	
Landlord gives
 tenant right of access to space upon execution of this Second Amendment.


	
 

	
 


	
4.

	
Landlord
 will paint walls in hallways and offices, repair holes in the walls
 (including the kitchen area), spot clean the carpets at its sole cost and
 expense.


	
 

	
 


	
5.

	
There are no
 pass through expenses off the base year operating expenses. The rental
 escalation of this lease is 5%. Cleaning of the suite is the sole cost of
 tenant.


	
 

	
 


	
6.

	
Tenant will
 leave the partitions in suites 305 and 307. All desks in the offices (except
 the executive desk addressed in #7), all furniture in the conference room and
 all furniture in the staff area including the files cabinets may be moved by
 the tenant and used by the tenant at no charge in Suite 200 during the term
 of the lease. The furniture remains property of the landlord. Landlord will
 conduct a walk through of space after tenant leaves and if there is no tenant
 damage will credit tenant security deposit to new suite.


	
 

	
 


	
7.

	
Tenant will
 return executive desk to property manager that was lent to them six months
 ago.


	
 

	
 


	
8.

	
Tenant has
 measured space and agrees that space is 5,486.21 rentable square feet.


	
 

	
 


	
Unless
 otherwise expressly provided, all terms, conditions, and covenants by Tenant
 and Landlord contained in original lease and First Amendment thereto shall
 remain in full force and effect in accordance with the terms of the lease.


	
 

	
 


	
IN WITNESS
 WHEREOF, Landlord and Tenant have caused this second amendment to the lease
 to be executed under seal the day and year first above written.


	
 

	
 













	
 

	
 

	
 


	
 

	
 

	
LANDLORD:


	
 

	
 

	
PINECREST
 L.L.C.


	
 


	


	
 

	



	


	
 

	



	
Witness

	
 

	
By: Steven
 Sadeghian Ph.D.


	
 

	
 

	
Title:
 Manager


	
 

	
 

	
 


	
 

	
 

	
TENANT:


	
 

	
 

	
PRACTICE
 MANAGEMENT PARTNERS


	
 


	




	
 

	



	


	
 

	



	
Witness

	
 

	
By: Mr. John
 Robison


	
 

	
 

	
Title: Vice
 President, Compliance and Administration













FIRST AMENDMENT TO LEASE AGREEMENT


THIS FIRST AMENDMENT made and entered the 6th day of
SEPTEMBER 2002, TO THE LEASE made and entered into this 7th day of September,
1999, by and between PINECREST L.L.C., a Virginia limited liability company
(the “Landlord”), and Ascendia Healthcare Management, Inc. and assigned to
Practice Made Perfect Inc. which was merged into Practice Management Partners
Inc., a Maryland Corporation (the “Tenant”) on July 31, 2001. Practice
Management Partners federal tax I.D. number
is 541914433.  


WITNESSETH:


          That,
in
consideration of the rents, covenants and conditions herein set forth, Landlord
and Tenant do hereby covenant, promise and agree as follows:


1. Tenant hereby leases suite 305 which is 3,544.00 gross square
feet
at 12310 Pinecrest Road 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
The basic
 rental rate is the following:

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ANNUAL 

	
 

	
MONTHLY 

	
 


	
 

	
 

	


	
 

	



	
 


	
September
 15, 2002- August 14, 2003

	
 

	
$

	
68,222.00

	
 

	
$

	
5,685.16 

	
 


	
September
 15, 2003- August 14, 2004

	
 

	
$

	
71,633.10

	
 

	
$

	
5,969.43 

	
 


	
September 15,
 2004- August 14, 2005

	
 

	
$

	
75,214.75

	
 

	
$

	
6,267.90 

	
 





2. Systems furniture in core area and offices will be leased to
tenant
for their use during the lease
term.


3. Security deposit will be difference between one months rent and
the
security deposit on hand once tenant vacates suite 204, Security deposit for
suite 204 was $4,895.63. Thus, an additional $789.53 will be the additional
deposit amount once tenant vacates suite 204.


4. Landlord gives tenant right of access to space upon lease
execution and cashiers or certified check for deposit and first months rent.


5. Landlord will install one demising wall and relocate conference
room
doors at its sole cost and expense.


6. This is a full services lease. There are no pass through
expenses off the base year operating expenses. The rental esclation of this
lease is 5%. 


          Unless otherwise expressly provided, all terms, conditions, and
covenants by Tenant contained in this lease shall remain in full force and
effect in accordance with the terms of the Lease.


          IN
WITNESS
WHEREOF, Landlord and Tenant have caused this first amendment to the Lease to
be executed under seal the day and year first above written.


- 1 -







	
 

	

	
 

	
LANDLORD:

 
	
 

	
PINECREST
 L.L.C.


	
 

	
 


	


	







	



	




	
               Witness

	
By: Steven Sadeghian PhD


	
 

	
Title: Manager

V.P.
RODNEY A. HINKLE
PINECREST L.L.C.
FOR
STEVEN SADEGHIAN 


	
 

	
 


	
 

	
 


	
 

	
TENANT:


	
 

	
PRACTICE
 MADE PERFECT INC.


	
 

	
PRACTICE
 MANAGEMENT PARTNERS INC.


	




	



	



	




	
               Witness

	
 


	
 

	
By: Mr.
 Perry Snyder


	
 

	
Title: CEO





- 2 -







LEASE
AGREEMENT


          THIS
LEASE is made and entered into this 7 day of Sept. 1999, by and between
PINECREST L.C., a Virginia limited liability company (the “Landlord”), and Ascendia
Healthcare Management. Inc. a Maryland Corporation (the “Tenant”).


WITNESSETH:


          That,
in consideration of the rents, covenants and conditions herein set forth,
Landlord and Tenant do hereby covenant, promise and agree as follows:


          1.        SUMMARY OF
TERMS.


          The
following is a summary of the terms of this Lease. The terms used herein shall
have the meanings as set forth in greater detail in the Sections of the Lease
that follow:


          1.1.     Leased Premises:
Suite 204
located on the 2nd floor of the Commercial Office Building (the “Office
Building”) located at 12310 Pinecrest Road, Reston. Virginia, 20191 Tax Map
Number 0261 01 0006, Legal Description: Woodward Property PCL A, Fairfax
County. Total Leased premise gross rentable square feet area is 2.937.38


          1.2.     Basic Rent: shall
mean in:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Monthly

	
 

	
Annually

	
 


	
 

	
September 15, 1999-September 14, 2000

	
 

	
$

	
4,895.63

	
 

	
$

	
58,747.60 

	
 


	
 

	
September 15, 2000-September 14, 2001

	
 

	
$

	
5,042.50

	
 

	
$

	
60,510.03 

	
 


	
 

	
September 15, 2001 -September 14, 2002

	
 

	
$

	
5,193.78

	
 

	
$

	
62,325.33 

	
 





          1.3.     Security Deposit:
shall mean Four
Thousand Eight Hundred Ninety-Five and 63/100 Dollars ($4,895.63).



          1.4.     Term:
shall mean 3 years and 0 months.
subject to Section 3.1. of this Lease.  


          1.5.     Termination Date:
shall mean September
14, 2002, subject to Section 3.1. of this Lease.


          1.6.     Notice
Addresses:


	
 

	
 

	
 

	
 


	
 

	
(i) 

	
to Landlord: 

	
PINECREST L.C. 


	
 

	
 

	
 

	
6130 Oxon Hill Rd. 


	
 

	
 

	
 

	
Suite 301 


	
 

	
 

	
 

	
Oxon Hill, MD 20745 


	
 


	
 

	
(ii) 

	
to Tenant: 

	
Ascendia Healthcare Management, Inc. 


	
 

	
 

	
 

	
11447 Cronhill Drive 


	
 

	
 

	
 

	
Owings Mills, MD 21117 


	
 

	
 

	
 

	
Attn: Chief Financial Officer 













          2.        LEASED
PREMISES.


          2.1.     Demise. Landlord
hereby leases to
Tenant, and Tenant hereby leases from Landlord the Leased Premises, together
with the right to use, in common with others, the Common Areas (as hereinafter
defined).


          2.2.     Quiet Enjoyment.
Landlord warrants that
it and no other party has the right to lease the Leased Premises and so long as
Tenant is not in default hereunder, Tenant shall have peaceful and quiet use
and possession of the Leased Premises without interference from Landlord or
anyone claiming through Landlord, subject to any Mortgages and all matters of
record or other agreements to which this Lease is or may hereafter be
subordinated.


          3.        TERM AND COMMENCEMENT
OF TERM.


          3.1.     Term. The Term of
this Lease shall
commence on September 15, 1999 (the “Lease Commencement Date”) or date
of tender whichever is later. The Term of this Lease shall end at midnight on
the Termination Date, unless earlier terminated pursuant of any other provision
of this Lease or pursuant to law.


          4.        ACCEPTANCE OF THE
LEASED PREMISES.


          4.1.     Acceptance of Leased
Premises. Tenant’s
occupancy of the Leased Premises shall be deemed to constitute acceptance of
same and acknowledgment by Tenant that Landlord has fully complied with its
obligations hereunder to construct and deliver to Tenant the Leased Premises,
excepting any structural defects to the building.


          4.2.     Signage. Tenant
will be provided
signage (its company name) on the lobby directory and its suite number on the
exterior of its suite. Tenant, at its’ sole cost and expense, will be permitted
to place its company name (Practice Made Perfect Ascendia Healthcare
Management, Inc.) on wall to the right of the door if such name fits on
building standard suite name plaque.


          4.3.     Alterations by
Landlord. Landlord will
paint where necessary and replace cove molding and finish window offices to
windows. Landlord will remove wall after move-in for additional $1500, if
tenant elects to use Landlord’s services.


          5.        RENT.


          5.1.     Basic Rent. Tenant
shall pay to
Landlord during the Term of this Lease the Basic Rent as shown on page 1,
Summary of Terms. The monthly installments of Basic Rent shall be due without
notice, demand, abatement, deduction or set-off, on the first day of each and
every calendar month during the Term of this Lease; provided, however, that if
the Term of this Lease shall commence on a day other than the first day of a
month, the first payment shall include any prorated Basic Rent for the period
from the Lease Commencement Date to the first day of the first full calendar
month of the Term of this Lease. Failure to pay rent by the fifth day of the


- 2 -







month three times in a
twelve month period gives the Landlord the right to terminate this Lease with
10 days notice. The term “Rental Year,” as it appears in this Lease, is defined
as each twelve (12) calendar month period occurring during the Term of this
Lease, with the first Rental Year commencing as of the Lease Commencement Date
and ending on the last day of the twelfth full calendar month thereafter.


          5.2     Operating Cost
Escalation.


          Definitions.
For purposes of this Lease, the following definitions shall apply:


          (a)
“Base Operating Costs” shall be the actual operating costs for calendar year
1999, assuming operating costs and taxes shall be grossed up to reflect 100%
occupancy for the entire year.


          (b)
The “Operating Cost Allocation Factor” for the Premises shall be 5.06%.


          (c)
“Operating Year: shall mean each respective calendar year or part of it during
the Term of this Lease or any renewal of it or, at the option of Landlord, each
respective fiscal year of Landlord or part of it, during the Term of this Lease
or any renewal of it.


          (d)
“Property” shall mean the Office Building, the Common Facilities, and all
fixtures and other improvements in or on the land described in the Title Deed,
together with such additional facilities in subsequent years as may be
determined by Landlord to be reasonably necessary or desirable for the
management, maintenance, or operation of the Office Building.


          (e)
“Operating Costs” shall mean all expenses and costs (but not specific costs
which are allocated or separately billed and payable by specific tenants) of
every kind and nature (using generally accepted accounting principles
consistently applied) which Landlord shall pay or become obligated to pay
because of or in connection with owning, operating, managing, painting,
repairing, insuring, and cleaning the Property, including, but not limited to,
the following:


                    (i)
cost of all supplies and materials used, and labor charges incurred, in the
operation, maintenance, decoration, repairing, and cleaning of the Property, including
janitorial service for all floor area leased to tenants;


                    (ii)
cost of all equipment purchased or rented which is utilized in the performance
of Landlord’s obligations under this Lease and the cost of maintenance and
operation of any such equipment;


                    (iii)
cost of all management, maintenance and service agreements for the Property and
the equipment in it, including, without limitation, alarm service, security
service, window cleaning, and elevator maintenance;


- 3 -







                    (iv)
reasonable accounting costs, including the cost of audits by certified public
accounts, legal and engineering fees, and expenses incurred in connection with
the operation and management of the Property;


                    (v)
wages, salaries, and related expenses of all on-site and off-site agents or employees
engaged in the direct operation, maintenance, security, and management of the
Property;


                    (vi)
cost of all insurance coverage for the Property from time to time maintained by
Landlord, including but not limited to the costs of premiums for insurance with
respect to personal injury, death, property damage, business interruption,
rental income, and workmen’s compensation insurance covering personnel;


                    (vii)
cost of repairs, replacements and general maintenance to the Property,
structural or non-structural, including without limitation the mechanical,
electrical and heating, ventilating and air-conditioning equipment and systems
(excluding repairs and general maintenance paid by proceeds of insurance or by
tenants or other third parties, and alterations attributable solely to
tenants);


                    (viii)
all Common Facilities maintenance, repair or redecoration (including
repainting), and exterior and interior landscaping, sidewalks, and
streetscaping;


                    (ix)
cost of removal of trash, rubbish, garbage, and other refuse from the Property
as well as removal of ice and snow from the sidewalks on or adjacent to the
Property;


                    (x)
all charges for electricity (except as otherwise specifically paid for by
individual tenants) and gas, water, sewerage service, heating, ventilation and
air-conditioning, and other utilities furnished to the Property;


                    (xi)
amortization of capital improvements made to the Office Building, which
improvements result in more efficient operation of the Office Building or are
made to the Office Building by Landlord after the Lease Commencement Date
pursuant to any governmental law, regulation or action; provided that the cost
of each such capital improvements, together with any financing charges incurred
in connection therewith, shall be amortized over its useful life and only that
portion attributable to each Operating Year shall be included for such
Operating Year;


                    (xii)
real estate taxes, assessments (special or otherwise), levies, ad valorem
charges, benefit charges, water and sewer rents, rates and charges, privilege
permits and any other governmental liens, impositions or charges of a similar
or dissimilar nature, and any such items shall be extra ordinary or ordinary,
general or special, foreseen or unforeseen, levied, assessed, or imposed on or
with respect to all or any part of the Property or upon the rent due and payable
under this Lease, by Fairfax County, State of Virginia, or any other taxing
authority;


- 4 -







provided, however, that
if at any time during the Term or any extension thereof the method of taxation
prevailing at the commencement of the Term shall be altered or eliminated so as
to cause the whole or any part of the foregoing items which would otherwise be
included in Operating Expenses to be replaced by a levy, assessment or
imposition, which is (i) a tax assessment, levy, imposition or charge based on
the rents received from the Property whether or not wholly or partially a
capital levy or otherwise, or (ii) a tax, assessment, levy, imposition, or
charge measured by or based in whole or in part upon all or any portion of the
Property and imposed on Landlord, or (iii) a license fee measured by the rent payable
by Tenant to Landlord, or (iv) any other tax, levy, imposition charge or
license fee, however described or imposed, then only such levy, assessment or
imposition shall be included in Operation Expense; provided, however, in no
event shall Tenant be required to pay any inheritance, state, succession,
income, profits, or franchisee taxes unless they are in lieu of or in
substitution for any of the foregoing items which are imposed upon the Property
and which would otherwise be included in Operating Expenses;


                    (xiii)
any management fee paid in connection with the operation and management of the
Property, which fee shall not exceed the prevailing rate for first class office
buildings in Fairfax County, exclusive of costs associated with leasing
activities.


                    (xiv)
unless otherwise specifically limited herein, every other cost and expense
which would be considered as an expense of maintaining, operating, leasing,
insuring, managing, or repairing the Property.


          Operating
Costs shall not include (i) payments of principal and interest on any
mortgages, deeds of trust or other financing instruments relating to the
financing of the Property, (ii) leasing commissions or brokerage fees, (iii)
costs associated with preparing, improving or altering space for any leasing or
releasing of any space within the Office Building, and (iv) costs related to
the provision of additional services provided by Landlord to other tenants.
Additionally, no expense or cost which is allocated to Operating Costs shall be
counted more than once in computing Operating Costs.


          Operating
Expense Exclusions: (i) Debt service, including financing costs, interest, and
amortization of mortgages; (ii) Depreciation or amortization of the building;
(iii) Capital improvements to the building other than capital improvements
intended to reduce the operating costs of the building; (iv) Leasing
commissions; (v) Leasing concessions and legal expenses associated with any
lease negotiations or lease enforcement actions for other tenants in the
building; (vi) Any improvements, or the depreciation or amortization or any
improvements, for other tenants in the building; (vii) Ground rent payments, if
any; (viii) Expenditures to the extent reimbursed by insurance proceeds or
other tenants; (ix) Expenses incurred as a result of Landlord’s gross
negligence or willful misconduct; (x) Salaries for officers or partners of
Landlord; (xi) Any reasonable cost or expense charged by an officer or partner
of Landlord; (xii) Advertising and promotional expenses for new tenants in
connection with a sale or potential sale of the building; (xiii) Attorneys
fees, fines, or penalties imposed on Landlord; (xiv) Any expenses related to
any retail areas in buildings; (xv) Costs of electricity and other utilities
for


- 5 -







individual tenant spaces,
to the extent such costs are paid for by tenants; (xvi) The costs of repairs,
alterations or replacements required as the result of the exercise of any right
of eminent domain to the extent Landlord receives net condemnation proceeds as
a result of such exercise; (xvii) The cost of any special service rendered to
any tenant (including any retail tenant) which is not rendered generally to
other tenants of the building; (xviii) Court costs and/or legal fees incurred
to enforce the obligations of other tenants; (xix) Auditing fees, other than
those in connection with the maintenance and operation of the land and
buildings or in connection with the preparation of Landlord’s statements for Operating
Expenses; (xx) Landlord’s income or franchise taxes; (xxi) Any appraisal fees
that Landlord undertakes to have Building valued; (xxii) Any legal permits and
licensing fees; (xxiii) Costs allocable to properties other than the Building
in which landlord or nay partner thereof has a direct or indirect interest;
(xxiv) Rentals and other related expenses incurred in leasing air conditioning
systems, elevators, or other equipment ordinarily considered to be of a capital
nature; (xxv) Recordation and transfer taxes; (xxvi) The costs of any additions
to the building that result in a larger building; (xxvii) Cost of commissioned
artwork; and (xxviii) Costs or payments associated with Landlord obtaining air
rights or developmental rights.


          5.3
Payment of Operating cost Escalation. For each Operating Year, Tenant
shall pay to Landlord, in the manner provided, “Tenant’s Share of Increased
Operating Costs” which shall be computed by multiplying the Operating costs for
the Operating Year by the Operating Cost Allocation Factor and subtracting the
Base Operating Costs from the result obtained, provided, however, that for the
Operating Years during which the Term begins and ends. Tenant’s Share of
Increased Operating Costs shall be prorated based upon the actual number of
days Tenant occupied, or could have occupied, the Premises during each such
Operating Year.


          Tenant’s
Share of Increased Operating Costs shall be paid, in advance, without notice,
demand, abatement, deduction or set-off, on the first day of each calendar
month during the Term, the monthly amounts to be determined on the basis of
estimates prepared by Landlord on an annual basis and delivered to Tenant
prior to the commencement of each Operating Year. If, however, Landlord shall
furnish any such estimates for an Operating Year after its commencement, the
(i) until the first day of the month following the month in which such estimate
is furnished to Tenant. Tenant shall pay to Landlord on the first day of each
month an amount equal to the monthly sum payable by Tenant to Landlord under
this Section 5.3 with respect to the 1st month of the preceding Operating Year;
(ii) promptly after such estimate is furnished to Tenant. Landlord shall give
notice to Tenant whether the installments of Tenant’s Share of Increased
Operating Costs paid by Tenant for the current Operating Year have resulted in
a deficiency or overpayment compared to payments which would have been paid
under such estimate, and Tenant, within ten (10) days after receipt of such
estimate, shall pay any deficiency to Landlord any overpayment shall be
credited against future payments required by Tenant under such estimate; and
(iii) on the first day of the month following the month in which such estimate
is furnished to Tenant and monthly thereafter throughout the remainder of the
Operating Year. Tenant shall pay to Landlord the monthly payment shown on such
estimate Landlord may at any


- 6 -







time or from time to time
furnish to Tenant a revised estimate of Tenant’s Share of Increased Operating
Costs for such Operating Year, and in such case. Tenant’s monthly payments
shall be adjusted and paid or credited, as the case may be, substantially in
the same manner as provided in the preceding sentence.


          After
the end of each Operating Year, Landlord shall determine actual Operating Costs
for such Operating Year and shall provide to Tenant an “Operating Costs
Statement” setting forth the actual Tenant’s Share of Increased Operating Costs
for such Operating Year. The Operating costs Statement shall be in comparative
line item form comparing the current Operating Year to the prior Operating Year
and shall be certified by an officer of Landlord’s agent. Within thirty (30)
days after delivery of the Operating Costs Statement, Tenant shall pay Landlord
any deficiency between the amount shown as Tenant’s Share of Increased
Operating Costs in the Operating Costs Statement and the total of the estimated
payments made by Tenant during the Operating Year. In the event of overpayment,
such amount shall be credited against the future payments of Basic ante. If the
Lease has been terminated the Landlord shall, at its option, refund such
amounts to Tenant or credit Tenant with such amounts against amounts owed by
Tenant to Landlord.


          Each
Operating Costs statement provided by Landlord shall be conclusive and binding
upon Tenant unless Tenant notifies Landlord, in writing, that it disputes the
correctness of it, specifying those respects in which it claims the Operating
Costs Statement to be incorrect. Tenant, for a period of thirty (30) days after
delivery of the Operating Costs Statement in each Operating Year shall have the
right to dispute the Operating Costs Statement and Tenant’s Share of Increased
Operating Costs and, upon at least ten (10) days written notice to Landlord,
shall have reasonable access during normal business hours to the books and
records of Landlord relating to Operating Expenses for the purpose of verifying
the Operating Costs Statement and Tenant’s Share of Increased Operating Costs.
Tenant to bear the cost of any such inspection. Unless resolved by the parties,
such dispute shall be determined by arbitration in Richmond. Virginia, in
accordance with the then prevailing rules of the American Arbitration
Association. Unless the arbitration proceedings result in a determination that
Tenant’s Share of Increased Operating Costs have been overstated by more that
six percent (6%) in Landlord’s favor. Tenant shall bear all costs in connection
with such arbitration. Pending determination of the dispute. Tenant shall pay
any amounts due for Tenant in accordance with the Operating Costs Statement,
but such payment shall be without prejudice to Tenant’s claims.


          5.4     Security
Deposit. Tenant,
contemporaneously with the execution of this Lease, has deposited with Landlord
the Security Deposit, the receipt of which is acknowledged by Landlord.
Landlord shall have the right, but not the obligation, at any time to apply the
Security Deposit to cure any breach by Tenant under this Lease, and in the
event. Tenant shall immediately pay Landlord any amount necessary to restore
the Security Deposit to its original amount. To the extent permitted by law,
Landlord shall be entitled to the full use of the Security Deposit and shall
not be required to either keep the Security Deposit in a separate account or
pay


- 7 -







interest on it. Tenant
hereby agrees that the Security Deposit shall not be used towards the payment
of the last month’s rent. Landlord will return the Tenant’s Security Deposit,
less any adjustments, within thirty (30) days after the Landlord and Tenant
perform a joint walk-through of the Premises and determine what, if any, damage
has occurred to the Premises.


          5.5.     Late Charge. If
Tenant fails to make
any payment of Basic Rent, or other sums required to be paid on or after five
(5) days after the date payment is due, Tenant shall pay to Landlord; as
Additional Rent, a late charge to cover extra administrative costs and loss of
use of funds equal to (i) Eight percent (8%) of the amount due for the first
month or portion thereof that such amount is past-due plus (ii) twenty-one
percent (21%) per annum of such amount thereafter until such amount is paid;
provided, however, that should such late charge violate applicable law, then
the late charge shall be reduced to the highest rate permitted by the laws of
the Commonwealth of Virginia. Landlord’s acceptance of any rent after it has
become due and payable shall not excuse any delays with respect to future
rental payments or constitute a waiver of any Landlord’s rights under this
Lease. Landlord is not responsible to give notice that any rental payments are
due or late.


          All
monetary sums payable by Tenant to Landlord under this Lease shall be collectable
as rent whether or not characterized as rent.


          6.        USE, CARE AND REPAIR OF
PREMISES BY TENANT.


          6.1     Permitted Uses.
Tenant shall use and
occupy the Leased Premises solely for use in the transaction of Tenant’s
business which is administrative and office space. Tenant shall not do, or
permit anything to be done in or on the Leased Premises, or bring or keep
anything therein which is unlawful or which will, in any way, obstruct, injure,
annoy, or interfere with the rights of Landlord or other tenants, or subject
Landlord to any liability for injury to persons or damage to property, or
interfere with the good order of the Office Building. Tenant shall promptly
comply with all federal, state and local laws, statutes, ordinances, and
regulations which are applicable to Tenant or Landlord. Tenant shall cause any
permitted subleases of the Leased Premises or assignments of the this Lease to
contain the preceding restrictions.


          6.2.     Care of Premises.
Tenant shall, at its
sole cost and expense, keep the Leased Premises and the improvements and
appurtenances in it in good order and condition consistent with the operation
of a first-class office building and at the expiration of the Term of this
Lease, or at the sooner termination of this Lease, surrender it broom clean and
in as good order and condition as at the beginning of the Term of this Lease,
ordinary wear and tear and unrestored casualty excepted. Tenant, at its sole
cost and expense, shall promptly replace scratched, damaged, or broken doors
and glass in and about the interior of the Leased Premises and shall be
responsible for the repair and maintenance of all improvements installed and
placed within the Leased Premises if caused by Tenant’s negligence. Tenant is responsible
for the repairs and maintenance of the sink system installed in premise to
include the sink, waste piping from sink.


- 8 -







the ejection pump and all
parts, and piping related to this improvement if caused by a stopped up sink or
Tenant’s negligence. Tenant shall pay for all damage to the Leased Premises and
any fixtures and appurtenances related to it, as well as for all damage
sustained by other tenants or occupants of the Office Building, due to any
waste, misuse, or neglect of the Leased Premises by Tenant, its employees,
agents, representatives, or and any fixtures and appurtenances related to it or
due to any breach of this Lease by Tenant, its employees, agents,
representative or. Tenant will provide its own cleaning service for its leased
premise. Tenant will provide and maintain its own light bulbs and fluorescent
lights for leased premise.


          6.3.     Environmental
Compliance. Tenant shall
not cause any hazardous waste, toxic substances or other related materials that
may present an imminent or substantial endangerment to health or the
environment or are subject to or create liability under applicable federal,
state or local laws, ordinances or regulations (including, without limitation,
the Resource Conservation and Recovery Act of 1976 [RCRA] and the Comprehensive
Environmental Response Compensation and Liability Act of 1980 [CERCLA or
Superfund] and any amendments or supplements to them) to be used, generated,
stored, or disposed of on, under or about, or transported to or from the Leased
Premises; and Tenant shall indemnify, defend, and hold Landlord harmless from
and against any claims, damages, costs, and liabilities arising out of Tenant’s
breach of this Section 6.3.


          7.        RULES AND
REGULATIONS.


          Tenant
shall observe and abide by Landlord’s Rules and Regulations. Tenant, its
employees, agents, and visitors, shall observe and abide by the Rules and
Regulations and by such other and further reasonable rules and regulations as
Landlord may prescribe which, in Landlord’s judgment, are necessary for the
reputation, safety, care, and cleanliness of the Office Building or Leased
Premises, or the operations and maintenance of them and the equipment in them
or for the comfort of Tenant and the other tenants of the Office Building.
Landlord, however, shall have the right to change such Rules and Regulations
and waive in writing any or all of the Rules and Regulations in the case of any
one or more tenants. Landlord shall not change any rule or regulation or
promulgate any new regulation, which shall be singularly prejudicial to Tenant.
Landlord should not discriminate in applying the Rules and Regulations. All
such Rules and Regulations are of the essence without which this Lease would
not have been entered into by the Landlord, and any breach of any provision of
these Rules and Regulations by the Tenant shall constitute a default under the
this Lease. Any changes to the rules and regulations must be provided to Tenant
thirty (30) days prior to implementation.


          8.        COMMON
AREAS.


          8.1.     Definition of Common
Areas. As used
herein, “Common Areas” shall mean those areas of the Office Building as
designated by Landlord from time to time, intended for the general common use
and benefit of all tenants of the Office Building and their agents.


- 9 -







representative,
licensees, employees, and visitors, including, without limitation, all stairs,
corridors, elevators, lobbies, lavatories and other public areas of the Office
Building.


          8.2.     Use of Common
Areas. Tenant shall have
the non-exclusive right to use the Common Areas in common with Landlord and
other tenants in the Office Building, subject to such reasonable rules and
regulations governing the use of the Common Areas as Landlord may from time to
time prescribe and subject to such easements as Landlord may from time to time
grant to others. Tenant shall not obstruct in any way any portion of the Common
Areas or in any way interfere with the rights of other persons entitled to use
the Common Areas and shall not, without the prior written consent of Landlord,
use the Common Areas in any manner, directly or indirectly, for the location or
display of any merchandise or property belonging to Tenant or for the location
of signs relating to Tenant’s operations in the Leased Premises. The Common
Areas shall at all times be subject to the exclusive control and management of
Landlord.


          8.3.     Alterations to Common
Areas. Landlord
shall have the right to change or alter the location, layout, nature, or
arrangement of the Common Areas or any portion of them, including but not
limited to the arrangement and location of entrances, passageways, doors,
corridors, stairs, lavatories, elevators, and other public areas of the Office
Building; provided, however, that no such change or alteration shall deprive
Tenant of access to its Leased Premises or reduce the size of the Leased
Premises, unless such reduction is required by Federal, state, or local laws,
or regulations, in which event, a reduction in the Leased Premises shall be
permitted with a commensurate reduction in Basic Rent. Landlord shall have the
right to close temporarily all or any portion of the Common Areas to such
extent as may, in the reasonable opinion of Landlord, be necessary to prevent a
dedication to the public, provided that Tenant shall not render Landlord liable
in any respect for damages to either person or property, nor be construed as an
eviction of Tenant, nor cause an abatement of rents, nor relieve Tenant from
any of its obligations to Landlord. If any public utility or governmental body
shall require Landlord or Tenant to restrict the consumption of nay utility or
reduce any service for the Leased Premises or the Office Building, Landlord and
Tenant shall comply with such requirements, whether or not the utilities and
services referred to in this Section 8.3 are reduced or otherwise affected,
without any liability on the part of Landlord to Tenant or any other person or
any reduction or adjustment in rents payable under this Lease. Landlord and its
agents shall be permitted reasonable access to the Leased Premises for the
purpose of installing and servicing systems within the Leased Premises deemed
necessary by Landlord to provide the services and utilities referred to in this
Section 8.3 to Tenant and other tenants in the Office Building. Tenant will
receive written and verbal notice by management of any alterations to the
Common Area prior to commencement of such alterations.


          9.        SERVICES AND
UTILITIES.


          9.1.     Landlord’s
Services. Landlord, as long
as Tenant is not in default under any of the terms of this Lease, shall furnish
or cause to be furnished:


- 10 -







                    A.     Electricity: Electricity for normal business usage. Tenant’s use of electric
energy in the Leased Premises shall not at any time exceed the capacity of any
of the electrical conductor and equipment in or otherwise serving the Leased
Premises. To insure that such capacity is not exceeded and to avert possible
adverse effect upon the Office Building’s electric services. Tenant shall not,
without Landlord’s prior written consent in each instance (which consent shall
not be unreasonably withheld), connect reproducing equipment, electronic data
processing equipment, heating equipment, special lighting in excess of Building
Standard or any other items of electrical equipment which (singly) consumes
more than 5 kilowatts per hour at rated capacity or requires a voltage of more
than 120 volts single phase, to the Office Building electric distribution
system or make any alteration or addition to the electric system of the Leased
Premises existing on the Commencement Date of this Lease. Should Landlord grant
such consent, all additional risers or other equipment required shall be provided
by Landlord and the cost, including twenty percent (20%) of direct cost for
Landlord’s overhead expense, shall be paid by Tenant upon Landlord’s demand. If
Tenant requires additional electrical outlets, or replacing of existing
outlets, it would be at Tenant’s sole cost and expense. All printers, copiers,
etc. and non-essential computer systems must be turned off in the night time
hours for the conservation of energy.


                    B.     
Heat and air-conditioning: will be
provided as follows:


	
 

	
 

	
 

	
 


	
 

	
Monday -Friday:

	
 

	
7:00 a.m. - 6:00 p.m. 


	
 

	
Saturday:

	
 

	
8:00 a.m. - 1:00 p.m. 


	
 

	
Sunday:

	
 

	
None 





                    If
Tenant requires any utilities after the normal building hours, it must provide
Landlord two (2) days advance notice of its needs and Landlord will charge
Tenant $35 per hour for the
utilities for a minimum of three hours.


                    C.     Water:
Potable water for drinking, lavatory
and toilet purposes, drawn through fixtures installed by Landlord, or by Tenant
with Landlord’s written consent, and water for lavatory purposes from regular
Office Building supply at reasonable temperatures. Tenant shall not waste or
permit the waste of water. Tenant shall not install any equipment which uses
water without the prior express written consent of the Landlord. Tenant shall
at Tenant’s expense replace all light bulbs, and maintain all lighting fixtures
in the Leased Premises.


          9.2.     Additional and After-Hour
Services.
Landlord shall not be obligated to furnish heating and air-conditioning, other
than those stated in Section 9.1 above. Landlord and tenant recognize that
Tenant’s operating hours may be different from the building’s operating hours.
No discontinuance of any service shall result in any liability of Landlord to
Tenant or be considered an eviction or a disturbance of Tenant’s use or
possession of the Leased Premises.


- 11 -







          10.        ELECTRIC
CURRENT.


          Landlord
shall be under no obligation to furnish electrical energy other than the Basic
Current, and Tenant shall not install or use on the Leased Premises any
electrical equipment, appliance or machine (including, for example word
processing or data processing equipment) requiring more electrical energy than
the basic current, unless the installation and use of such additional
electrical equipment, appliance, or machine has been approved by Landlord
pursuant to terms and conditions set forth in a separate agreement, which
approval may be conditioned upon the payment by Tenant, as Additional Rent, of
the cost of the additional electrical energy and modifications to the Office
Building electrical system required for the operation of such electrical
equipment, appliance, or machine. Landlord, at its cost, shall have the right
from time to time to audit Tenant’s utility consumption.


          11.        LOSS, DAMAGE, AND
INJURY.


          All
property of Tenant, its agents or visitors, or of any other person, located in
or on the Leased Premises or the Office Building, shall be and remain at the
sole risk of Tenant or such agent, invitee, or person. Tenant expressly agrees
that Landlord and its agents, servants, and employees shall not be liable or
responsible for any damage or injury to the person or property of Tenant, or
its agents, servants, employees, licensees, visitors, or contractors, directly
or indirectly caused by (i) dampness or water in any part of the Leased
Premises or the Office Building; (ii) bursting, leaking or overflowing of
water, sewer, steam, or sprinkler pipes and heating or plumbing fixtures; (iii)
air conditioning or heating failures; (iv) interference with light, air, or
other incorporeal hereditaments; (v) operations in the construction of any
public or quasi-public work; (vi) theft or other crime, whether violent or
non-violent in nature; (vii) fire, accident, natural disorder, or other
casualty; (viii) minor defect or change of condition in the Leased Premises or
the Office Building and (ix) any other source, circumstance, or cause
whatsoever, except where such damage or injury is caused by or directly
attributable to the sole negligence or willful misconduct of Landlord or its
agents, servants, and employees, and then only to the extent that Tenant, its
agents, servants, employees, licensees, or contractors are not compensated by
insurance. No representation, guaranty, assurance, or warranty is made or given
by Landlord that the communications or security systems, devices or procedures
used, if any, will be effective to prevent injury to Tenant or any other person
or damage to, or loss (by theft or otherwise) of any of Tenant’s property or of
the property of any other person, and Landlord reserves the right to
discontinue or modify at any time such communications or security systems,
devices, or procedures without liability to Tenant and with prior notice to
Tenant.


          12.        REPAIRS BY
LANDLORD.


          Landlord
shall keep the Office Building and all machinery, equipment, fixtures, and
systems of every kind attached to, or used in connection with the operation of,
the Office Building, including all electrical, heating, mechanical, sanitary,
sprinkler, utility, power.


- 12 -







plumbing, cleaning,
refrigeration, ventilating, air conditioning, and elevator systems and
equipment (excluding, however, lines, improvements, systems, and machinery for
water, gas, steam, and electricity owned and maintained by any public utility
company or governmental agency or body) in good order and repair. Landlord, at
its cost and expense, shall make all repairs and replacements necessary to
comply with its obligations et forth in the immediately preceding sentence,
except for (i) repairs required to be made by Tenant pursuant to Section 6 of
this lease, and (ii) repairs caused by the negligence or willful misconduct of
Tenant, its agents, employees, and guests, which repairs shall be made by
Landlord at the cost of Tenant, and for which Tenant shall pay promptly upon
receipt of an invoice setting froth the cost of such repairs. There shall be no
abatement in rents due and payable and no liability on the part of Landlord by
reason of any inconvenience, annoyance, or injury arising from Landlord’s
making reasonable repairs, additions, or improvements to the Office Building in
accordance with its obligations under this Lease.


          13.        ALTERATIONS
BY TENANT.


          13.1.     Alterations.
Tenant shall not make or
permit to be made any alteration, modification, substitution or other change of
any nature to the mechanical, electrical, plumbing, HVAC, and sprinkler systems
within or serving the Leased Premises. Tenant shall not make or permit any
other improvements, alterations, fixed decorations, substitutions, or
modifications, structural or otherwise, to the Leased Premises or the Office
Building (“Alterations”) without the prior written consent of Landlord, which
consent may not be unreasonably withheld, any such consent to also include the
conditions under which the Alterations may be made. Alterations shall include,
but not be limited to, the installation or modification of carpeting, walls,
partitions, counters, doors, shelves, lighting fixtures, hardware, locks,
ceiling, window, and wall covering. All such Alterations shall be made at
Tenant’s sole expense, by contractors or subcontractors approved by Landlord,
and only after (i) Landlord (or Tenant) has obtained, on behalf of Tenant, any
necessary permits from governmental authorities and (ii) Tenant has submitted
complete plans and specifications to Landlord with respect to the Alterations
and Landlord has approved them. Landlord shall, at Tenant’s expense, supervise
the making of any Alterations by Tenant. If any mechanic’s lien is filed
against the Leased Premises of the Office Building for work or materials
furnished to Tenant, the lien shall be discharged by Tenant within ten (10)
days thereafter, solely at Tenant’s expense, by either paying off or bonding
the lien. Should Tenant fail to discharge any lien with ten (10) days of its
filing, Landlord shall have the right, but not the obligation, to discharge the
lien at Tenant’s expense. Tenant shall indemnify and hold Landlord harmless
from all expenses (including attorneys’ fees), liens, claims, or damage to
persons, property, or the Office Building which may arise from the making of
any Alterations. Any Alterations made without the prior consent of Landlord may
be corrected or removed by Landlord, and Tenant shall, on demand, pay the cost
of the removal as Additional Rent. The work relating to any Alterations shall
not interfere with, or cause annoyance to, any other tenants of the Office
Building or disrupt any access to, or use of the Common Areas.


- 13 -







          13.2.   Title. Any
Alterations or any equipment, machinery, furniture, furnishings, and other
property or improvements installed or located in the Leased Premises by or on
behalf of Landlord or Tenant (i) shall, except for “Tenant’s Personal Property”
(as defined below) immediately become the property of Landlord and (ii) shall
remain upon and be surrendered to Landlord with the Leased Premises as a part
of them at the end of the Term of this Lease; provided, however, that if Tenant
is not in default under this Lease, Tenant shall have the right to remove,
prior to the end of the Term of this Lease, Tenant’s Personal Property.
Notwithstanding the foregoing, Landlord may, upon notice to Tenant, elect that
any Alterations be removed at the end of the Term of this Lease, and Tenant
shall cause such Alterations to be removed at Tenant’s expense and shall
restore the Lease Premises to their condition prior to the making of such
Alterations, reasonable wear and tear and unrestored casualty excepted. Upon Tenant’s
failure to do so. Landlord may remove such Alterations and restore the Leased
Premises and Tenant shall promptly reimburse Landlord for the cost of such
work.


          13.3.   Tenant’s
Personal Property. “Tenant’s Personal Property” shall
mean all equipment, machinery, furniture, furnishings, and other property now
or later installed or placed in or on the Leased Premises by and at the sole
expense of Tenant with respect to which Tenant has not been granted any credit
or allowance by Landlord and which (i) is not used, or was not procured for
use, in connection with the operation, maintenance or protection of the Leased
Premises or the Office Building; (ii) is removable without damage to the Leased
Premises or the Office Building, and (iii) is not a replacement of any property
of Landlord, whether such replacement is made at Tenant’s expense or otherwise.
Tenant shall promptly pay all personal property taxes imposed on Tenant’s
Personal Property. Notwithstanding any provision to the contrary contained in
this Lease, if the assessed value of the Office Building is increased by
inclusion of Tenant’s Personal Property and Alterations. Tenant shall pay
Landlord, upon demand, that portion of the real estate taxes payable by
Landlord and attributable to such increase. Tenant shall remove all Tenant’s
Personal Property from the Leased Premises at the termination of this Lease.
Any property belonging to Tenant or any other person which is left in the
Leased Premises after the date the Lease is terminated, for any reason, shall
be deemed to have been abandoned. In such event, Landlord shall have the right
to claim from Tenant all expenses and damages caused by Tenant’s failure to
remove such property, and Tenant shall not have any right to compensation or
claim against Landlord as a result.


          14.      INSURANCE.




	
 

	

	
14.1

 	
Tenant’s
Insurance. Tenant, at its expense, shall obtain and
maintain in effect as long as this Lease remains in effect and during such
other time as Tenant occupies the Leased Premises or any part thereof insurance
policies providing at least the following coverage:

 






                     A.     Public
liability insurance, including insurance against assumed or contractual
liability under this lease, with respect to the Leased Premises, to afford
protection


- 14 -







with limits of not less
that five hundred thousand dollars ($500,000) per occurrence and one million
dollars ($1,000,000) annual aggregate, combined single limit, with respect to
personal injury and death and property damage, such insurance to provide for no
deductible;


                      B.     All-risk
property and casualty insurance, including theft, written at replacement cost
value and with replacement cost endorsement, covering all of Tenant’s Personal
Property in the Leased Premises and all of the Alterations, and all other
things installed in the Leased Premises by or on behalf of Tenant, and covering
loss of income resulting from casualty; and 


                      C.     If,
and to the extent, required by law, worker’s compensation or similar insurance
offering statutory coverage and containing statutory limits.


                      Such
policies will be maintained in form reasonably acceptable to Landlord and will
be written as primary policy coverage and not contributing with, or in excess
of, any coverage which Landlord shall carry. Tenant will deposit the policy or
policies of such required insurance or certificates thereof with Landlord prior
to Move-in, which policies shall name Landlord or its designee as an additional
named insured, as a loss-payee and shall also contain a provision staring that
such policy or policies shall not be canceled or materially altered except
after thirty (30) days written notice to Landlord. All such policies of
insurance shall be effective as of the date Tenant occupies the Leased Premises
and shall be maintained in force at all times during the Term of this Lease and
all other times during which Tenant shall occupy the Leased Premises. In
addition to the foregoing insurance coverage. Tenant shall require any
contractor maintain, at no expense to Landlord, during such times as the
contractor is working in the Leased Premises, a non-deductible (i)
comprehensive general liability insurance policy, including, but not limited
to, contractor liability coverage, contractual liability coverage, completed
operations coverage, broad form property damage endorsement and contractor’s
protective liability coverage, to afford protection with limits per person and
for each occurrence, of not less than five hundred thousand dollars ($500,000),
combined single limit, with respect to personal injury and death and property
damage, such insurance to provide for no deductible, and (ii) worker’s
compensation insurance or similar insurance in form and amounts as required by
law. In the event of damage to or destruction of the Leased Premises and the
termination of this Lease by Landlord pursuant to Section 15 herein, Tenant
agrees that it will pay Landlord all of its insurance proceeds relating to
Tenant’s Improvements made in the Leased Premises by or on behalf of Tenant.


          14.2.    Tenant’s
Failure to Insure. If Tenant
shall fail to obtain insurance as required under this Section 14, Landlord may,
but shall not be obligated to. obtain such insurance, and in such event. Tenant
agrees to pay, as Additional Rent, the premium for such insurance upon demand
by Landlord.


- 15 -








          14.3.    Compliance
with Policies. Tenant will not do or suffer to be done,
or keep, or suffer to be kept,
anything in, upon or about the Leased Premises which will contravene Landlord’s
policies insuring against loss or damage by fire, other casualty, or any other
cause, including without limitation, public liability, or which will prevent
Landlord from procuring such policies in companies acceptable to Landlord. If
any act or failure to act by Tenant in and about this Office Building and the
Leased Premises shall cause the rates with respected insurance policies
required to be maintained by Landlord under this Section 14 or under the
provisions of leases with respect to any other tenants in the Office Building,
to be increased beyond those rates that would normally applicable for such
coverage, Tenant will pay, as Additional Rent, the amount of any such increases
upon demand by Landlord. 


          14.4.    Waiver of
Subrogation. Tenant will cause each insurance policy
carried by it insuring against liability or insuring the Leased Premises
(including the contents located in them) against loss by fire or any of the
casualties covered by the all-risk insurance required under this Lease to be
written in such a manner as to provide mat in insurer waives all right of
recovery by way of subrogation or otherwise against Landlord in connection with
any loss or damage covered by such policies. Neither Landlord nor Tenant shall
be liable and both waive and release the other from any loss or damage covered
by any of the insurance policies required to be carried by both parties. If, by
reason of the preceding waiver, either party shall be unable to obtain any such
insurance, such waiver shall be deemed not to have been made by such party and
if either party shall be unable to obtain any such insurance without the
payment of an additional premium, then it shall so notify the other party and,
unless such party for the costs of the additional premium within thirty (30)
days after notice setting forth such requirement and the amount of the
additional premium, such waiver shall be of effect between such party and such
claiming party.



          15.       DAMAGE
AND DESTRUCTION. 


          15.1.    Landlord’s
Obligation to Repair and Reconstruct. If the Leased
Premises shall be damaged by fire, the elements, accident, or other casualty
(any of such causes being referred to as a “Casualty”), but the leased Premises
shall not be rendered wholly or partially untenantable. Landlord shall promptly
cause such damage to be repaired and there shall be no abatement of Basic Rent.
If, as the result of Casualty, the leased Premises shall be rendered wholly or
partially untenantable, then, subject to the provisions of Section 15.2.
Landlord shall cause such damage to be repaired and Basic Rent shall be abated
proportionately as to the portion of the Leased Premises rendered untenantable
during the period of such untenantability. All such repairs shall be made at
the expense of Landlord, subject to Tenant’s responsibilities set forth in this
Lease. Landlord shall not be liable for interruption to Tenant’s business or
for damage to or replacement or repair of Tenant’s Personal Property, all of
which damage, replacement or repair shall be undertaken and completed by Tenant
promptly.


          15.2.    Landlord’s
Option to Terminate Lease. If (i) the Leased Premises are
rendered wholly untenantable, or (ii) the Office Building is damaged to the
extent of fifty percent (50%) or


- 16 -







more of its gross
leasable area, or (iii) for reasons beyond Landlord’s control, or by virtue of
the terms of any financing of the Office Building, sufficient insurance
proceeds are not available for any reconstruction or restoration of the Office
Building or Leased Premises, then, in any of such event. Landlord may elect to
terminate this Lease by giving the Tenant notice of such election within ninety
(90) days after the occurrence of such event. If such notice is given, the
rights and obligations of the parties shall cease as of the date of such
notice, and the Basic Rent and Additional Rent (other than any Additional Rent
due Landlord by reason of Tenant’s failure to perform any of its obligations
under this Lease) shall be adjusted as of the date of such termination.


          15.3     Demolition
of the Building. If the Building shall be so
substantially damaged that it is reasonably necessary, in Landlord’s judgment,
and after consultation with Landlord’s insurance carrier and adjuster to
demolish the Office Building for the purpose of reconstruction, Landlord may
demolish it, in which event the Basic and Additional Rent shall be abated to
the same extent as if the Leased Premises were rendered untenantable by a
casualty.


          15.4     Insurance
Proceeds. If Landlord does not elect to terminate this
lease pursuant to this Section 15, Landlord shall, subject to the terms of any
Mortgages, disburse and apply any insurance proceeds received by Landlord to
the restoration and rebuilding of the Office Building in accordance with
Section 15.1 of this Lease. All insurance proceeds payable with respect to the
Leased Premises and the Office Building shall belong and shall be payable to Landlord.


          16.       CONDEMNATION.


          16.1.    Termination.
If either the entire Leased Premises or the Office Building shall be acquired
or condemned by any governmental authority under its power of eminent domain
for any public or quasi-public use or purpose, this Lease shall terminate as of
the date of vesting or acquisition of title in the condemning authority and the
rents shall be abated on that date. If less than the whole but more than fifty
percent (50%) of the Leased Premises or more than fifty percent (50%) of the
total area of the Office Building (even if the Leased Premises are unaffected)
or such portion of the Common Areas as shall render the Leased Premises or the
Office Building untenantable should be so acquired or condemned, Landlord and
Tenant shall each have the option to terminate this Lease by notice given to
the other within ninety (90) days after such taking. In the event that such a
notice of termination is given, this lease shall terminate as of the date of
vesting or acquisition of title in the condemning authority and the rents shall
be abated on that date.


                     If
(i) neither Landlord nor Tenant shall exercise their respective options to
terminate this lease, as set forth above, or (ii) some lesser portion of the
leased Premises or the Office Building, which does not give rise to a right to
terminate pursuant to this Section 16.1, is taken by the condemning authority,
this lease shall continue in effect, but from and after the date of the vesting
of title in the condemning authority, the Basic Rent payable during the
unexpired


- 17 -







portion of the Term of
this Lease shall be reduced in proportion to the reduction in the Leased
Premises, and any Additional Rent (other than Additional Rent due Landlord by
reason of Tenant’s failure to perform its obligations) shall be adjusted to
reflect the diminution of the Leased Premises or the Office Building, as the
case may be.


          16.2     Right
to Award. Tenant shall have no claim against Landlord
arising out of the taking or condemnation, or arising out of the cancellation
of this Lease, or for any portion or the amount that may be awarded as damages
as a result of any taking or condemnation, or for the value of any unexpired
portion of the Term of this Lease, or for any property lost through
condemnation, and Tenant assigns to Landlord all its right, title, and interest
in and to any such award; provided, however, that, in the event of a total
taking. Tenant may assert any claim it may have against the condemning
authority for compensation for Tenant’s Personal Property lost thereby and for
any relocation expenses compensable by statute and receive such awards as may
be allowed in the Condemnation proceedings provided that such awards shall be
made in addition to, and stated separately from, the award made to Landlord for
the Office Building, the underlying land, and the Leased Premises. Landlord
shall have no obligation to contest any taking or condemnation.


          17.     BANKRUPTCY
OF TENANT.


          Not
withstanding any of the other provisions of this Lease, if Tenant shall
voluntarily or involuntarily come under the jurisdiction of the Federal
Bankruptcy Code and thereafter Tenant or its trustee in bankruptcy, under the
authority of and pursuant to applicable provisions of the Bankruptcy Code,
shall determine to assign this Lease, Tenant agrees that (i) Tenant or its
trustee will provide to Landlord sufficient information enabling it to
independently determine whether Landlord will incur actual and substantial
detriment by reason of such assignment and (ii) “adequate assurance of future
performance” under this lease, as that term is generally defined under the
Federal Bankruptcy Code, will be provided to Landlord by Tenant and its
assignee as a condition of the assignment.


          18.     DEFAULT
PROVISIONS AND REMEDIES.


          18.1.   Events of
Default. Each of the
following shall be deemed a default by Tenant under this Lease:


                    A.
   Failure of Tenant to pay Basic Rent, any Additional Rent, or any other sum
required to be paid under the terms of this Lease, including late charges,
within 10 days after the written notice of default;


                    B.
   Failure by Tenant to perform any other term, covenant, agreement or condition
of this Lease, on the part of Tenant to be performed, for a period of thirty
(30) days after notice from the Landlord, unless such performance shall
reasonably require a longer period, in which case Tenant shall not be deemed in
default if Tenant commences the required


- 18 -







performance promptly and
the pursues and completes such action diligently and expeditiously and in any
event within not more than thirty (30) days;


                    C.
   The filing of a tax lien against any property of Tenant which is not bonded or
discharged within thirty (30) days of the date such lien is filed;


                    D.
   The commencement of any action or proceeding for the dissolution or liquidation
of Tenant or for the appointment of a receiver or trustee or the property of
Tenant, whether instituted by or against Tenant, if not bonded or discharged
within sixty (60) days of the date of the commencement of such proceeding or
action, and for purposes of this subsection 18.1.e. the word “Tenant” shall
also include any guarantor of Tenant’s obligations under this Lease;


                    E.
   The making by Tenant of any assignment for the benefit of creditors; and


                    F.
   The sale of Tenant’s interest in the Leased Premises under attachment, execution,
or similar legal process.


          18.2.   Remedies.
If a default occurs under the terms of this Lease, Landlord may, at any time
thereafter, provided Tenant has received prior written notice and being given
notice to give right to cure the default (5 days monetary, 15 days
non-monetary), terminate this Lease and Tenant’s right to possession of the
leased Premises and, with or without legal process, take possession of the
Leased Premises and remove Tenant, any occupant, and any property, without being
guilty of or liable for trespass and without relinquishing any right of
Landlord against Tenant.


          If
this Lease is terminated in accordance with the immediately preceding
paragraph. Tenant shall be obligated to, and shall, pay to Landlord as damages,
upon demand, all expenses (including attorneys’ fees) or any proceedings
instituted by Landlord to recover possession of the Leased Premises, and the
expenses of releasing the Leased Premises including, but not limited to, any
leasing commissions and alterations paid in connection with them plus at the
election of Landlord either:


                    A.
  Liquidated damages determined as of the date of termination of the Lease, in an
amount equal to the excess, if any, of the sum of the aggregate Basic Rent and
the aggregate Additional Rent which would have been paid over the remaining
Term of this Lease had this Lease not been terminated, discounted to present
worth, over the then-current rental value of the Leased Premises, for such
remaining Term as determined by an independent real estate appraiser selected
by Landlord, discounted to present worth, and in determining such liquidated
damages, the Additional Rent for each Rental Year of such remaining Term shall
be assumed to equal the Additional Rent payable for the operating year
immediately preceding the operating year in which the default occurs,
annualized in the event that such preceding operating year is less than twelve


- 19 -







(12) months, and in
determining present worth, a discount rate equal to one percentage point above
the discount rate then in effect at the Federal Reserve Bank in Washington,
D.C. shall be used; Landlord shall have an affirmative obligation to relet the
premises to mitigate the total damages and such rent received shall offset
Tenant’s liability; or


                       B.
   Damages (payable in monthly installments, in advance, on the first day of each
calendar month following such termination and continuing until the date
originally fixed for the expiration of the Term of this Lease) in amounts equal
to the sum of (i) an amount equal to the Installment of Basic Rent which would
have been payable by Tenant for such calendar month had this Lease not been
terminated and (ii) an amount equal to one twelfth (1/12) of the total Additional
Rent payable for the operating year immediately preceding the operating year in
which the default occurred, annualized to the extent that such preceding
operating year is less than twelve (12) months, less the rents, if any
collected by Landlord with respect to such calendar month pursuant to either
releasing the Leased Premises or portion of them or from any existing subleases
permitted under the terms of this Lease, it being agreed that (a) Landlord
shall be entitle to immediately bring a separate suit, action or proceeding to
collect any amount due from Tenant under this Section 18.2 for any calendar
month and any such suit, action, or proceeding shall not prejudice in any way
the right of Landlord to collect such amount due on account of any subsequent
calendar month by similarly proceeding and (b) in no event shall Landlord be
required to exercise any efforts whatsoever to release the Leased Premises.


          18.3     No
waiver. No act or omission by Landlord shall be deemed to
be an acceptance of a surrender of the leased Premises or a termination of
Tenant’s liabilities under this Lease, unless Landlord shall execute a written
release to Tenant. Tenant’s liability shall not be terminated by the execution
by Landlord of any new lease for all or any portion of the leased Premises or
the acceptance of rent from any assignee or subtenant.


          18.4     Remedies
Not Exclusive. All rights and remedies of Landlord set
forth in this lease shall be cumulative, and none shall exclude any other right
or remedy, now or later allowed by or available under any statute, ordinance,
rule or court, or the common law, either at law or in equity, or both. For the
purposes of any suit, this Lease shall be construed to be a divisible contract,
to the end that successive actions may be maintained on this Lease as
successive periodic sums shall mature under it. The failure of Landlord to
insist, in any one or more instance, upon a strict performance of any of the
covenants, terms and conditions of this Lease or to exercise any right or
option contained in this Lease shall not be construed as a waiver or a
relinquishment for the future, of such covenant, term, condition, right, or
option, but they shall continue and remain in full effect unless the contrary
is expressed by Landlord in writing. The receipt by Landlord or rents, with
knowledge of the breach of any covenant or the receipt by Landlord of less than
the full rent due, shall not be deemed a waiver of such breach or of the
Landlord’s right to receive the full rents, and no waiver by Landlord of any
provision of this Lease shall be deemed to have been made unless expressed in
writing and signed by Landlord.


- 20 -







          18.5.     Persistent
Failure to Pay Rent. In addition to any other remedies
available to Landlord pursuant to this Lease or by law, Landlord may, at any
time throughout the Term of this Lease, terminate this Lease upon Tenant’s
default on three (3) separate occasions during any consecutive twelve (12)
month period of the Term of this Lease, regardless of whether or not such
subsequent defaults have been cured. Termination, pursuant to this Section
18.5, shall effective upon Landlord’s delivery to Tenant of a notice of
termination.


          19.       LANDLORD’S
RIGHT TO CURE.


          If
Tenant shall default in the performance of any term of this Lease on Tenant’s
part to be performed. Landlord, without waiving such default, may, but shall
not be obligated to, cure such default for the account and at the expense of
Tenant, without notice in case of emergency and upon ten (10) days’ prior
notice in all other cases. Landlord may enter the Leased Premises at any time
to cure any default without incurring any liability to Tenant, or anyone
claiming through or under Tenant, and any costs and expenses incurred by
Landlord in so carrying out Tenant’s obligations shall be paid immediately by
Tenant as Additional Rent upon demand by Landlord.


          20.       INDEMNITY
BY TENANT.


          To
the maximum extent permitted by law. Tenant will indemnify, hold harmless, and
(at Landlord’s option) defend Landlord, its agents, servants, and employees
from and against all claims, actions, losses, costs, and expenses (including
attorneys’ fees), judgments, settlement payments, and, whether or not reduced
to final judgment, all liabilities, damages, or fines paid, incurred, or
suffered by Landlord in connection with or arising from (a) any default by
Tenant under the terms of this Lease, (b) the use or occupancy of the Leased
Premises and at the Common Areas by Tenant or any person claiming through or
under Tenant, or (c) any acts or omissions of Tenant or any contractor, agent,
employee, invitee, or licensee of Tenant in or about the Leased Premises or the
Office Building.


          21.     LIMITATION
OF LANDLORD LIABILITY.


          The
term “Landlord” as used in this Lease shall mean only the owner or the
Mortgagee or its trustees, as the case may be, then in possession of the Office
Building so that in the event of any transfer by Landlord of its interest in the
Office Building, the Landlord in possession immediately prior to such transfer
shall be, and is, entirely released and discharged from all covenants,
obligations, and liabilities of Landlord under this Lease. If Tenant obtains a
money judgment against Landlord, any of its partners, or its successors or
assignees under any provisions of, or with respect this Lease, or on account of
any matter, condition or circumstance arising out of the relationship of the
parties under this Lease, Tenant’s occupancy of the Office Building or
Landlord’s ownership of the Office Building, Tenant shall be entitled to
execute upon such judgment only upon Landlord’s interest in the Leased Premises
(whichever is applicable) and not out of any other assets of Landlord, any of its
partners, or its successors or assignees;


- 21 -







and Landlord shall be
entitled to have any such judgment so qualified so as to constitute a lien only
on such estate of Landlord, subject to any liens antedating such judgment;
provided, however, that this sentence shall be inapplicable to the extent that
the judgment against Landlord is covered by insurance.


          23.     ASSIGNMENT AND
SUBLETTING.


          Tenant
agrees for itself and its permitted successors and assigns in interest that it
will not (i) assign or otherwise transfer, mortgage, or otherwise encumber this
lease or any of its rights under this Lease; (ii) sublet the Leased Premises or
any part of them or permit the occupancy or use of the Leased Premises or any
part of them by any person other than Tenant; or (iii) permit the assignment or
other transfer of this Lease or any of Tenant’s rights under it by operation of
law (each of the events referred to in the preceding clauses (i), (ii) and
(iii) being referred to as a “Transfer”), without the prior written consent of
Landlord in each instance first obtained, which consent may be given or
withheld in the Landlord’s sole discretion, and any consent given shall not
constitute a consent to any later Transfer. Any attempted Transfer without Landlord’s
consent shall be void and shall not confer any rights upon any purported
transferee, assignee, mortgagee, sublessee, or occupant. No Transfer,
regardless of whether Landlord’s consent has been granted or withheld, shall be
deemed to release Tenant from any of its obligations or to alter, impair, or
release the obligations of any person guaranteeing the obligations of Tenant.


          If
Tenant is a corporation, the stock of which is not publicly traded, any
transfer of Tenant’s issued and outstanding capital stock or any issuance of
additional capital stock, as a result of which the majority of the issued and
outstanding capital stock of Tenant is held by a corporation, firm, or person
or persons who do not hold a majority of the outstanding capital stock as of
the date of this Lease, shall be deemed a prohibited Transfer under this
Section 23. Further, if Tenant is a partnership, any Transfer of any interest
in the partnership or any other change in the composition of the partnership,
which results in a change in management of Tenant from the person or persons
managing the partnership as of the date of this Lease, shall be deemed a
prohibited Transfer under this Section 23.


          If
Landlord consents to a Transfer of this Lease and the amount of the rents (or
other compensation) to be paid to the Tenant by any such transferee is greater
per square foot than the rents required to be paid by the Tenant to the
Landlord pursuant to this Lease or a premium is to be paid to Tenant for an
assignment of this Lease. Tenant shall pay to Landlord any such excess or any
such premium, as the case may be, upon receipt by Tenant from such transferees.


          Notwithstanding
anything contained in this Section 23, in the event that, at any time and from
time to time before to or during the Term of this Lease, Tenant desires to
Transfer this Lease in whole or in part. Tenant shall submit to Landlord (i) in
writing, the name and address of the proposed subtenant or assignee, a
reasonably detailed statement of the proposed subtenant’s or assignee’s
business and reasonably detailed financial references and information
concerning


- 22 -







the financial condition
of the proposed subtenant or assignee; and (ii) a fully-executed copy of the
final proposed sublease or assignment, the effective date of which shall be at
least thirty (30) days after the date on which Tenant shall have furnished
Landlord with all of the information required pursuant to (i) above and which
shall be conditioned on Landlord’s consent to it and (iii) an agreement in form
and substance satisfactory to Landlord by Tenant to indemnify Landlord against
liability resulting from any claim made against Landlord by the proposed
assignee or subtenant or by any broker claiming a commission in connection with
the proposed Transfer. Tenant agrees to pay Landlord all costs incurred by
Landlord in connection with any actual or proposed Transfer, including, without
limitation, the costs of making investigations as to the acceptability of a
proposed subtenant or assignee and legal costs incurred in connection with any
requested consent.


          No
transfer consented to by Landlord shall be valid unless Tenant shall deliver to
Landlord, with ten (10) days after Landlord’s written consent has been
received, a duplicate original sublease, duly executed by Tenant, as the case
may be, in form and substance satisfactory to Landlord, and in case of an
assignment, an instrument in form and substance satisfactory to Landlord, duly
executed by the assignee and the Tenant, in which such assignee shall agree to
assume, observe, perform, and to be personally bound by, all of Tenant’s
obligations under this Lease and the Tenant shall agree to remain primarily
liable for such obligations.


          Any
levy or sale in execution of a judgment or any assignment of sale in
bankruptcy, or insolvency, or the appointment of a receiver or Trustee by a
state or federal court shall be deemed a Transfer within the meaning and terms
of this Section 23 shall apply to the extent permitted by applicable law.


          24.     HOLDING
OVER.


          Tenant
agrees to vacate the Leased Premises at the end of the Term of this Lease, and
Landlord shall be entitled to the benefit of all summary proceedings to recover
possession of the Leased Premises at the end of the Term of this Lease, as if
statutory notice had been given. If Tenant remains in possession of the Leased
Premises after the expiration of the Term of this Lease, such action shall not
renew this Lease by operation of law and nothing in this Lease shall be deemed
as a consent by Landlord to Tenant’s remaining in the Leased Premises. If
Tenant fails to vacate the Leased Premises as required, Landlord may consider
Tenant either: (i) a “Tenant-at-Will” liable for the payment rent at the ten
market rate as determined by Landlord or (ii) as a “Tenant-Holding Over” liable
for an amount equal to the actual damages incurred by Landlord as a result of
Tenant’s holding over, including, without limitation, all incidental
prospective and consequential damages and attorney’s fees, but in no event
shall such amount be less than 200% of Basic Rent then payable and all other
Additional Rent reserved applicable to the period of the holdover. In either
event, all other covenants of this Lease shall remain in effect.


- 23 -







          25.     SUBORDINATION
AND ATTORNMENT.


          This
Lease is subject and subordinate to the liens of all Mortgages, deeds of trust
and other security instruments placed upon the Office Building or the land on
which the Office Building sits or any portion of them and all ground and other
underlying leases from which Landlord’s interest, is derived (said Mortgages,
deeds of trust, other security instruments, and ground leases being referred to
as “Mortgage” or “Mortgages” and the mortgagees, beneficiaries secured parties,
and ground lessors, from time to time being call the “Mortgagee” or
“Mortgagees”), and to all renewals, extensions, modifications, or refinancing.
Tenant agrees that, if any proceedings are brought for the foreclosure of any
of the Mortgages. Tenant if requested to do so by the purchaser at the
foreclosure sale, shall attorn to the purchaser recognize the purchaser as the
Landlord under this Lease, and make all payments required under this Lease to
such new Landlord without any deduction or set-off of any kind whatsoever.
Tenant waives the provisions of any law or regulation, now or hereafter in
effect, which may give, or purport to give, Tenant any right to terminate this
Lease or to alter the obligations of Tenant hereunder in the event that any
such foreclosure or termination or other proceeding is prosecuted or completed.
If requested by Landlord or any Mortgagee, Tenant shall promptly execute any
certificate or document in such form and substance as may be determined by
Landlord or such Mortgagee confirming the subordination and attornment
provisions contained in this Section 25 and such other matters required by such
Mortgagee. Notwithstanding anything contained in this Section 25 to the
contrary, any mortgagee may at any time subordinate the lien of its Mortgage to
the operation and effect of this Lease without obtaining the Tenant’s consent,
by giving the Tenant written notice, in which event this Lease shall be deemed
to be senior to such Mortgage without regard to the respective dates of
execution or recordation of such Mortgage and this Lease and such Mortgagee
shall have the same rights as to this Lease as it would have had were this
Lease executed and delivered before the execution of such Mortgage.


          26.     ESTOPPEL
CERTIFICATES.


          Tenant
shall, without charge, at any time and from time to time, within ten (10) days
after receipt of request by Landlord, execute, acknowledge, and deliver to
Landlord a written estoppel certificate, in form and substance as may be
determined by Landlord, certifying to Landlord, its Mortgagees, any purchaser
of Landlord’s interest in the Building, or any other person designated by
Landlord, as of the date of such estoppel certificate, the following: (i)
whether Tenant is in possession of the Leased Premises; (ii) whether this Lease
is in full effect; (iii) whether there have been any amendments to this Lease,
and if so, specifying such amendments; (iv) whether there are then existing any
set-off or defenses against the enforcement of any rights under this Lease, and
if so, specifying such matters in detail; (v) the dates, if any, to which any
rent or other charges have been paid in advance and the amount of any Security
Deposit held by Landlord; (vi) that Tenant has no knowledge of any then
existing defaults of Landlord under this Lease, or if there are such defaults,
specifying them in detail; (vii) that Tenant has now knowledge of any event
having occurred that authorizes that authorizes the termination of the


- 24 -







Lease by Tenant, or if
such event has occurred, specifying it in detail; (viii) the address to which
notices to Tenant under this Lease should be sent; and (ix) such other items
and matters as may be required by Landlord or Landlord’s Mortgagees. Any such
certificate may be relied upon by the person or entity to whom it is directed
or by any other person or entity who could reasonably be expected to rely on it
in the normal course of business. The failure of Tenant to execute,
acknowledge, and deliver such a certificate in accordance with this Section 26
within ten (10) days after a request by Landlord shall constitute an
acknowledgment by Tenant, which may be relied on by any person who would be
entitled to rely upon any such certificates, that such certificate as submitted
by Landlord to Tenant is correct.



          27.     FORCE
MAJEURE. 



          Landlord
shall not be deemed in default with respect to any of the terms covenants, and
conditions of this Lease on Landlord’s part to be performed, if Landlord fails
to timely perform them and such failure is due in whole or in part to any
strike, lockout, labor trouble (whether legal or illegal), civil disorder,
inability to procure materials, weather, flood, failure of power, restrictive
governmental laws and regulations, failure of governmental bodies to issue
necessary certificates and permits, riots, insurrections, war, fuel shortages,
accidents, casualties, Acts of Nature, acts caused
directly or indirectly by Tenant (of Tenant’s agents, employees or transferee),
or any other cause beyond the commercially reasonable control of Landlord. 


          28.     LANDLORD’S
ACCESS TO PREMISES.


          Landlord
and its agent may at any reasonable time and without incurring any liability to
Tenant, other than liability for personal injuries and damages resulting
directly from the negligence of Landlord or its agents, enter the Leased
Premises to inspect them or to make alterations or repairs or for any purpose
which Landlord considers necessary for the repair, operation, or maintenance of
the Office Building; provided, however, that in the case of an emergency.
Landlord may enter the Leased Premises at any time. Tenant shall allow the
Leased Premises to be exhibited by Landlord (i) at any time to any representative
of a lending institution or to any prospective purchaser of the Office Building
or Landlord’s interest in it or (ii) within six (6) months of the end of Term
of this Lease to any persons who may be interested in leasing the Leased
Premises.



          29.     RELOCATION. 


          Landlord
shall have the right, upon not less than thirty (30) days written notice to
Tenant to change the location of the Leased Premises to another location
within the Office Building, providing that the new location is reasonably
similar in size, utility, and appearance. If Tenant is occupying the Leased
Premises when Landlord exercises its rights under this Section 29. Landlord, at
its expense, shall remove, relocate, and reinstall Tenant’s equipment,
furniture, and fixtures in the new premises and redecorate the new premises so
that they will substantially


- 25 -







resemble the Leased
Premises. On completion of the change in location of the Leased Premises, the
parties shall execute an amendment to this Lease which sets forth the new
description of the Leased Premieres and amendments to any other terms of this
Lease, if any, required by the relocation of the Leased Premises.


          31.     RECORDATION.


          Neither
Landlord nor Tenant shall record this Lease, any amendment to this Lease, or
any other memorandum of this Lease without the prior written consent of the
other party, and, in the event such consent is given, the party requesting such
consent and recording shall pay all transfer taxes, recording fees, and other
charges in connection with such recording. Notwithstanding the above, Tenant
covenants that if at any time any Mortgagee shall require the recordation of
this Lease, or if the recordation of this Lease shall be required by any valid
governmental order, or if any governmental authority having jurisdiction in the
matter shall assess and be entitled to collect transfer taxes, documentary
stamp taxes, or both, on this Lease, Tenant, upon the request of Landlord, will
execute such instruments, including a Memorandum of this Lease, as may be
necessary to record this Lease, and pay all recording fees, transfer taxes, and
documentary stamp taxes, payable on, or in connection with this Lease or such
recordation.


          32.     MISCELLANEOUS.


          32.1.   Separability.
In the event any provision of this Lease is held to be invalid or
unenforceable, such invalidity or unenforceability shall not affect the
validity or enforceability of any other provision hereof.


          32.2.   Applicable Law. This Lease shall be given effect and construed by
application of the Commonwealth of Virginia, and any action or proceeding
arising hereunder shall be brought in the courts of the Commonwealth of
Virginia.


          32.3.   Authority.
Tenant represents and warrants that Tenant is duly organized and validly
existing; and that this Lease has been authorized by all necessary parties, is
validly executed by an authorized officer or agent of Tenant, and is binding
upon and enforceable against Tenant in accordance with its terms.


          32.4.   Integration
of Agreements. This writing is intended by the Landlord
and Tenant as a final expression of their agreement and is a complete and
exclusive statement of its terms, and all negotiations, considerations, and
representations between the parties are incorporated in this Lease. No course
of prior dealings between the Landlord and Tenant or their agents shall be
relevant or admissible to supplement, explain, or vary any of the terms of this
Lease. Acceptance of, or acquiescence to, a course of performance rendered under
this Lease or any prior agreement between the parties or their agents shall not
be relevant or admissible to determine the meaning of any of the terms or
covenants of this Lease. Other than as specifically set forth in this Lease, no


- 26 -







representations, understandings, or agreements have
been made or relied upon in the making of this Lease. This Lease can only be
modified by a writing signed by each of the parties to it.


          32.5.     Third
Party Beneficiary. Nothing contained in this Lease shall
be construed so as to confer upon any other party the rights of a third party
beneficiary.


          32.6.     Captions;
Gender. The captions used in this Lease are for
convenience only and do not in any way limit or amplify its terms and
provisions. As used in this Lease and where the content so requires, the
singular shall be deemed to include the plural and the masculine shall be
deemed to include the feminine and neuter, and vice-versa.


          32.7.     Successors
and Assignees. The terms, provisions, and covenants
contained in this Lease shall apply to, inure to the benefit of, and be binding
upon the parties and their respective heirs, personal representatives,
successors and permitted assignees.


          32.8.     Waiver
of Jury Trial. LANDLORD AND TENANT EXPRESSLY WAIVE TRIAL
BY JURY IN ANY ACTION OR PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY
AGAINST THE OTHER PARTY ON EVERY MATTER, DIRECTLY OR INDIRECTLY ARISING OUT OF
OR WITH RESPECT TO THIS LEASE, INCLUDING, WITHOUT LIMITATION. THE RELATIONSHIP
OF Landlord AND TENANT. THE USE AND OCCUPANCY BY TENANT OF THE LEASED PREMISES.
AND STATUTORY REMEDY, OR CLAIM OF INJURY OR DAMAGE.


          32.9.     Counterparts.
This Lease may be executed in a number of counterpart, all of which shall for
all purposed be deemed an original and bind the Landlord and Tenant.


          32.10.   Notices.
All notices, demands, and requests required under this Lease shall be in
writing. All such notices, demands and requests shall be deemed to have been
properly given if delivered by hand with evidence of receipt or if sent by
United States registered or certified mail, return receipt requested, postage
prepaid, addressed to Landlord or to Tenant, at the addresses listed in Section
1.6 of this Lease. Either party may designate a change of address by written
notice to the other party, in the manner set forth above. Notices, demands, and
requests which shall be served by registered or certified mail in the above
manner shall be deemed to have been given at the time of mailing.


          32.11.   Effective
Date of this Lease. Unless otherwise expressly provided,
all terms, conditions, and covenants by Tenant contained in this lease shall be
effective as of the date of this Lease in accordance with the terms of this
Lease.



          32.12.   Mortgagee’s
Performance. Tenant shall accept performance of any of
Landlord’s obligations under this Lease by any Mortgagee. 


- 27 -







          32.13.
Mortgagee’s Liability. No Mortgagee not in possession of the Office
Building shall have any liability whatsoever under this Lease. 


          32.14.
Waiver of Redemption. The parties stipulate that the leased Premises
hereby leased are leased exclusively for commercial purposes within the meaning
of Virginia law, and that the provisions of any existing or future statue
pertaining to redemption of reversionary interests under leases shall be, to
the extent enforceable, inapplicable to this Lease. 


          IN
WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed
under seal the day and year first above written.


	
 

	
 


	
 

	
LANDLORD:


	
 

	
PINECREST L.C.


	
 

	
 


	
 

	



	
 

	



	
 

	
by Dr. Steven Sadeghian


	
 

	
Title: Member of Pinecrest, L.C.


	
 

	
 


	
 

	
TENANT:


	
 

	
Ascendia Healthcare Management, Inc.


	
 

	
 


	
 

	



	
 

	



	
 

	
Title: CEO





- 28 -







STATE OF
____________________


COUNTY OF
________________________, to-wit:


Personally
appeared before me, the undersign authority, a Notary Public in and for the
State and County aforesaid, the within named bargainer Dr. Steven Sadeghian
with who I am personally acquainted and who acknowledged that he is the Member
of Pinecrest, L.C., and that he executed the within instrument on behalf of
Pinecrest, L.C. for the purposes therein contained.


          Witness
my had and official seal this _____ day of ________, 1999


	
 

	
 

	
 


	
(SEAL)

	
 

	



	
 

	
 

	
         NOTARY
 PUBLIC





My Commission
expires: ___________________.


COMMONWEALTH
OF VIRGINIA. 


COUNTY OF
Baltimore, to-wit:


          Personally
appeared before me, the undersign authority, a Notary Public in and for the
State and County aforesaid, the within named bargainor Perry Snyder with who I am personally acquainted and
who acknowledged that he is the CEO
of ascendia, and that he executed
the within instrument on behalf of ascendia for the purposes therein contained.


          Witness
my had and official seal this 7th day of Sept., 1999 


	
 

	
 

	
 


	
 

	
 

	



	
(SEAL)

	
 

	



	
 

	
 

	
             NOTARY
 PUBLIC





My Commission
expires: January 10, 2002.


- 29 -







STATE OF
Virginia


COUNTY OF Fairfax, to-wit:


Personally
appeared before me, the undersign authority, a Notary Public in and for the
State and County aforesaid, the within named bargainor Dr. Steven Sadeghian
with who I am personally acquainted and who acknowledged that he is the Member
of Pinecrest, L.C., and that he executed the within instrument on behalf of
Pinecrest, L.C. for the purposes therein contained.


          Witness
my had and official seal this 27th day of September, 1999


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	



	
(SEAL)

	
 

	



	
 

	
 

	
         NOTARY
 PUBLIC





My Commission
expires: 12-31-99.


COMMONWEALTH
OF VIRGINIA. 


COUNTY OF
Baltimore, to-wit:


          Personally
appeared before me, the undersign authority, a Notary Public in and for the
State and County aforesaid, the within named bargainor Perry Snyder with who I am personally acquainted and
who acknowledged that he is the CEO
of ascendia, and that he executed
the within instrument on behalf of ascendia for the purposes therein contained.


          Witness
my had and official seal this 7th day of Sept., 1999 


	
 

	
 

	
 


	
 

	
 

	



	
(SEAL)

	
 

	



	
 

	
 

	
             NOTARY
 PUBLIC





My Commission
expires: January 10, 2002.


- 29 -







RULES AND REGULATIONS 


1.       No sign, placard,
picture,
advertisement, name or notice shall be inscribed, displayed or printed affixed
on or to any part of the outside or inside of the Building without the written
consent of Landlord first had and obtained and Landlord shall have the right to
remove any such sign, placard, name or notice without notice to and at the
expense of Tenant.


          All
approved
signs or lettering on doors shall be printed, painted, affixed or inscribed at
the expense of Tenant by a person approved of by Landlord.


          Tenant
shall not place anything or allow anything to be placed near the glass of any
window, door, partition or wall which may appear unsightly from outside the
Premises, provided, however, that Landlord may furnish and install a Building
standard window covering at all exterior windows. Tenant shall without prior
written consent of Landlord cause or otherwise sunscreen any window.


2.       The sidewalks, halls,
passages, exits, entrances, elevators and stairways shall not be obstructed by
any of the tenants or used by them for any purpose other than for ingress and
egress from their respective Premises.


3.       Tenant shall not alter
any
lock or install any new or additional locks or any bolts on any doors or
windows of the Premises.


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


5.       Tenant shall not
overload
the floor of the Premises or in any way deface the Premises or any part
thereof.


6.       No furniture, freight
or
equipment of any shall be brought into the Building without the prior notice
to Landlord and all moving of the same into or out the Building shall be done at
such time and in such manner as Landlord shall designate. Landlord shall have
the right to prescribe the weight, size and position of all safes and other
heavy equipment brought into the Building and also the times and manner of
moving the same in and out of the Building. Safes or other heavy objects shall,
if considered necessary by Landlord, stand on supports of such thickness as is
necessary to property distribute the weight. Landlord will not be responsible
for loss of or damage to any such safe or property from any cause and all
damage done to the Building by moving or maintaining any such safe or other
property shall be repaired at the expense of Tenant.


7.       Tenant shall not use,
keep
or permit to be used or kept any foul or noxious gas or substance in the
Premises, or permit or suffer the Premises to be occupied or used in a manner
offensive or objectionable to the Landlord or other occupants of the Building,
by reason of noise, odors and/or vibrations or interfere in nay way with other
tenants or those having business therein. nor shall any animals or birds be
brought in or kept in or about the Premises or the Building.


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8.       No cooking shall be
done or
permitted by any Tenant on the Premises, nor shall the Premises be used for the
storage of merchandise, for washing clothes, for lodging, or for any improper
objectionable or immoral purposes.


9.       Tenant shall not use or
keep in the Premises or the Building kerosene, gasoline or inflammable or
combustible fluid or material, or use any method of hearing or air conditioning
other than supplied by Landlord.


10.       Landlord will direct
electricians as to where and how telephone and telegraph wires are to be
introduced. No boring or cutting for wires will be allowed without the consent
of the Landlord. The location of telephones, cal boxes, and other office
equipment affixed to the Premises shall be subject to the approval of Landlord.


11.       On Saturdays, Sundays
and
legal holidays, and on other days between 6:00 P.M. and 8:00 A.M. the following
day access to the Building or to the halls, corridors, elevators or stairways
in the Building, or to the Premises may be refused unless the person seeking
access is known to the person or employee of the Building in charge and has a
pass or is properly identified. The Landlord shall in no case be liable for
damages for any error with regard to the admission to or exclusion from the
Building of any person. In case of invasion, mob riot, public excitement, or
other commotion, the Landlord reserves the right to prevent access to the
Building during the continuance of the same by closing of the doors or
otherwise, for the safety of the tenants and protection of property in the
Building and the Building.


12.       Landlord reserves the
right to exclude or expel from the Building any person who, in the judgment of
Landlord, is intoxicated or under the influence of liquor or drugs, or who
shall in any manner do any act in violation of any of the rules and regulations
of the Building.


13.       No vending machine or
machines of any description shall be installed, maintained or operated upon the
Premises without the written consent of the Landlord.


14.       Landlord shall have
the
right, exercisable without notice and without liability to Tenant, to change
the name and street address of the Building of which the Premises are a part.


15.       Tenant shall not
disturb,
solicit, or canvass any occupant of the Building and shall cooperate to prevent
the same.


16.       Without the written
consent of Landlord, Tenant shall not use the name of the Building in
connection with or in promoting or advertising the business of Tenant except as
Tenant’s address.


17.       Landlord shall have
the
right to control and operate the public portions of the Building, and the
public facilities, and heating and air conditioning, as well as facilities
furnished for the common use of the tenants, in such manner as it deems best
for the benefit of the tenants generally.


- 31 -







18.       All entrance doors in
the
Premises shall be left locked when the Premises are not in use, and all doors
opening to public corridors shall be kept closed except for normal ingress and
egress from the Premises.


19.       The Building is a
non-smoking and Tenant, its invitees, clients and personnel shall refrain from
smoking in or around the Premises or the Building, including the loading dock,
for up to a minimum distance of twenty-five (25) feet. Landlord will designate
the smoking area, if any, where Tenant will be permitted to smoke.


- 32 -