exv10w81a



 



EXHIBIT 81a


THIRD AMENDMENT TO LEASE AGREEMENT



     THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of
October 13, 2003, by and between OXBRIDGE DEVELOPMENT AT CROWN POINTE II, L.C.,
a Maryland limited liability company, as assignee of Oxbridge Development at
Crown Pointe, L.C., a Maryland limited liability company (“Landlord”), and
TherImmune Research Corporation, formerly known as GLA II CORP., a Delaware
corporation, successor in interest to TherImmune Research Corporation, a
Maryland corporation (“Tenant”).


R E C I T A L S :



     Recital 1. Landlord and Tenant are parties to a Lease Agreement dated
June 22, 2001, as amended by a First Amendment to Lease Agreement dated
September 25, 2001 and by a Second Amendment to Lease Agreement (the “Second
Amendment”) dated January 2003 (as so amended, the “Lease”), pursuant to which
Landlord has leased to Tenant certain premises, consisting of approximately
eighteen thousand five hundred ninety-two (18,592) rentable square feet of
space, located on the first floor of the building located at 610 Professional
Drive, Gaithersburg, Maryland 20879 (the “Building”) and more particularly
described in the Lease (the “Existing Space”).


     Recital 2. Landlord and Tenant desire to modify the Lease to provide for
the lease by Landlord to Tenant of certain additional space located on the
first floor of the Building, and to otherwise modify the Lease in accordance
with the terms, covenants and conditions more particularly set forth below.


     NOW THEREFORE, in consideration of the mutual covenants set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
the parties acknowledge, Landlord and Tenant agree as follows:


     1.     Recitals; Defined Terms. The above Recitals are incorporated by
reference in this Amendment as if fully set forth herein. Unless otherwise
defined in this Amendment, all defined terms utilized herein shall have the
meanings set forth for them in the Lease.


     2.     Building Measurement. The definition of “Building” as set forth in
Section 1.1 of the Lease shall be revised to provide that the Building contains
approximately 58,897 rentable square feet of space.


     3. Additional Space. On the date of full execution of this Amendment,
Landlord shall deliver the Additional Space (hereinafter defined) to Tenant,
free and clear of all occupancies, and otherwise in the condition required
hereunder (including, without limitation, with all Base Building Improvements
complete), for the purpose of designing and constructing the Tenant Work as
defined in, and subject to, the provisions contained in Exhibit “B”
(hereinafter defined) (and Landlord hereby grants to Tenant the right to occupy
the Additional Space for such purpose). As of January 1, 2004 (the “Additional
Space Commencement Date”), there shall be added to the Premises and the
Premises shall include (in addition to the Existing Space) approximately Nine
Thousand Eight Hundred Sixteen (9,816) rentable square feet of space located on
the first floor of the Building as shown on the drawing attached to this
Amendment as Exhibit “A-1” and made a part hereof (the “Additional Space”);
provided, however, that the Additional Space Commencement Date shall be delayed
on a day-for-day basis in the event (i) of any delay caused primarily by
Landlord or any of its agents, employees or contractors in the completion of
the Landlord Item or the Base Building Improvements (as defined in Exhibit
“B”), or (ii) that Tenant is delayed in obtaining either a building permit for,
or an inspection of, the Tenant Work (as defined in Exhibit “B”) or a
certificate of occupancy for the Additional Space, and in each such instance
such delay would not have occurred but for a violation of the applicable
building code or any other applicable law, rule or regulation, (A) within the
Building, but outside of the Premises, or (B) if caused by Landlord, within the
Premises. Both the Existing Space and the Additional Space are as shown on the
drawing attached to and made a part of this Amendment as Exhibit “A”.


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The exact area of the Additional Space has been measured and confirmed by
the parties using the Building Owners and Managers Association International
Standard Method for Measuring Floor Space in Office Buildings (1996), and the
parties stipulate that for all purposes under the Lease the Additional Space
consists of Nine Thousand Eight Hundred Sixteen (9,816) rentable square feet of
space. From and after the Additional Space Commencement Date, all references
in the Lease to the “Premises” shall mean the Existing Space and the Additional
Space, for a total rentable area of approximately twenty-eight thousand four
hundred eight (28,408) rentable square feet. Exhibit “A” to the Lease, as
modified by the Second Amendment is hereby deleted and replaced by the Exhibit
“A” referenced above.


     4.     Early Occupancy of Additional Space. Tenant may occupy the Additional
Space for the conduct of its business prior to the Additional Space
Commencement Date upon completing construction of the Tenant Work, it being
understood and agreed that all provisions of the Lease except for the
obligation to pay Additional Space Basic Rent (hereinafter defined) shall apply
to such early occupancy and that payment of Additional Space Basic Rent shall
commence on the Additional Space Commencement Date (subject to any applicable
rent abatement specified below ), whether Tenant occupies the Additional Space
for the conduct of its business before or after such date.


     5.     Expiration Date. Section 1.6 of the Lease, as modified by Paragraph 4
of the Second Amendment, is further modified to provide that the Term of the
Lease for the Premises shall expire on December 31, 2013, as such date may be
extended pursuant to Section 4.2 of the Lease (the “Expiration Date”). It is
the intent of Landlord and Tenant that the Term shall be coterminous as to both
the Existing Space and the Additional Space.


     6.     Rent. Notwithstanding the provisions of Paragraph 5 of the Second
Amendment to the contrary, provided that no Event of Default by Tenant occurs
during the First Full Abatement Period (hereinafter defined), Basic Rent for
10,869 rentable square feet of the Existing Space (which by the Second
Amendment had previously been reduced by fifty percent (50%) to the amount of
Eleven Thousand Three Hundred Twenty-One Dollars and Eighty-Seven Cents
($11,321.87) per month) shall abate in full during the five (5)-month period
between August 1, 2003, and December 31, 2003 (the “First Full Abatement
Period”) (for a total abatement of Fifty-Six Thousand Six Hundred Nine Dollars
and Thirty-Five Cents ($56,609.35)). Landlord shall credit to the first
monthly installments of Basic Rent hereafter payable by Tenant under the Lease
the aggregate amount of Thirty-Three Thousand Nine Hundred Sixty-Five and
61/100 Dollars ($33,965.61), which credit represents the total monthly
installments of Basic Rent which were paid by Tenant for the months of August,
September and October, 2003 on account of such 10,869 rentable square feet.
For the period beginning on the Additional Space Commencement Date and ending
on the first (1st) anniversary thereof, in addition to Tenant’s obligation to
pay Basic Rent for the Existing Space under Section 1.7 of the Lease, as
modified by Paragraph 5 of the Second Amendment, commencing on the Additional
Space Commencement Date Tenant shall pay as annual Basic Rent for the
Additional Space, Twenty-Two and 60/100 Dollars ($22.60) for each rentable
square foot contained in the Additional Space (equal to a total of Two Hundred
Twenty-One Thousand Eight Hundred Forty-One and 60/100 Dollars ($221,841.60),
payable in equal monthly installments of Eighteen Thousand Four Hundred
Eighty-Six and 80/100 Dollars ($18,486.80) each) (“Additional Space Basic
Rent”). Each one (1)-year period commencing on the Additional Space
Commencement Date or any anniversary thereof shall be a “Third Amendment Lease
Year.” If Tenant elects to receive the Additional Allowance (as defined and
provided for in Exhibit “B”), annual Additional Space Basic Rent during the
last nine (9) Lease Years of the initial Term shall increase by an amount equal
to the amount calculated by amortizing the total amount of the Additional
Allowance plus interest at the rate of ten percent (10%) per annum over nine
(9) years in one hundred eight (108) equal monthly installments of principal
and interest (“Amortization Basic Rent”). On each anniversary of the Additional
Space Commencement Date during the Term the Additional Space Basic Rent
(excluding any Amortization Basic Rent included therein) shall increase by an
amount equal to two and five tenths percent (2.5%) of the annual Additional
Space Basic Rent in effect during the


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preceding twelve (12)-month period. Notwithstanding the foregoing,
provided that no Event of Default by Tenant has theretofore occurred, the
Additional Space Basic Rent (excluding any Amortization Basic Rent included
therein) shall abate in full during the first six (6) months following the
Additional Space Commencement Date.


     7.     Additional Space Expense Stop. A new Section 1.11A is added to the
Lease, providing as follows:



	 	 	“1.11A Additional Space Expense Stop. Actual Operating Expenses
for the year ending December 31, 2004 (the “Additional Space Base
Year”), grossed up to reflect ninety-five percent (95%) occupancy
within the entire Building during the entire Additional Space Base
Year. Landlord will deliver a reasonably itemized statement to
Tenant on or before March 1, 2005, setting forth the actual amount
of the Additional Space Expense Stop (“Additional Space Expense
Stop Statement”). ”



     8.     Tenant’s Address. Tenant’s address, as set forth in Section 1.18 of
the Lease, is hereby amended to read as follows, “TherImmune Research
Corporation, c/o Gene Logic Inc., 610 Professional Drive, Gaithersburg,
Maryland 20879, Attn: Dudley Staples, Esquire. Copies to Venable LLP,
575 7th
Street, N.W., Washington, D. C. 20004, Attn: Ariel Vannier, Esquire.”


     9.     Common Area. Notwithstanding anything in the Lease to the contrary,
including, without limitation, Section 2.7 thereof, in no event shall Landlord
have the right to modify the Common Areas of the Building or the Land so as to
materially interfere with Tenant’s use and/or quiet enjoyment of the Premises
and/or the Common Areas. Section 2.7 of the Lease is hereby modified such that
the definition of Common Areas shall include any elevators in the Building.


     10.     Renewal Option. The Renewal Option provided pursuant to Section 4.2
of the Lease shall apply to the entire Premises, including the Additional
Space, and Tenant may exercise its Renewal Option as to the entire Premises
only. Notwithstanding anything in the Lease to the contrary, Tenant shall have
the right, to be exercised by written notice delivered to Landlord within ten
(10) business days following the determination of the Basic Rent payable during
the Renewal Period, to withdraw its exercise of the Renewal Option.


     11.     Additional Rent. The first sentence of Section 7.1 of the Lease, as
modified by Paragraph 7 of the Second Amendment, is hereby deleted in its
entirety, and the following language is substituted therefor: “During the
period commencing on May 1, 2003, and expiring on April 30, 2004, Tenant shall
pay to Landlord, as Additional Rent, twelve and six tenths percent (12.6%) of
the amount by which the Operating Expenses incurred during each Calendar Year
exceed the amount of the Expense Stop and during the Lease Year commencing on
May 1, 2004, and during each Lease Year of the Term thereafter, Tenant shall
pay to Landlord, as Additional Rent, Tenant’s Proportionate Share (i.e., thirty
one and six tenths percent (31.6%)) of the amount by which the Operating
Expenses incurred during each Calendar Year exceed the amount of the Expense
Stop (“Tenant’s Share of Operating Expenses”).”


In addition to Tenant’s obligations under Section 7.1 of the Lease, as modified
by Paragraph 7 of the Second Amendment and as further modified above,
commencing one year after the Additional Space Commencement Date, Tenant shall
pay to Landlord, as Additional Rent for the Additional Space, sixteen and seven
tenths (16.7%) (“Additional Space Share”) of the amount by which the Operating
Expenses incurred by Landlord during each Calendar Year during the Term exceed
the Operating Expenses incurred by Landlord during the Additional Space Base
Year. Notwithstanding anything in the Lease to the contrary, to the extent
Landlord’s Controllable Costs (hereinafter defined) in any Calendar Year are
more than one hundred five percent (105%) of the amount of such costs incurred
during the prior Calendar Year, Tenant shall not be obligated to pay Tenant’s
Additional Space Share of such excess. As used herein “Controllable Costs”
means Operating Expenses that Landlord can reasonably control, including,
without


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limitation as trash removal, elevator maintenance and service contracts, and
excluding the cost of security systems, taxes, insurance premiums, utilities
and snow and ice removal.


     12.     Parking Space Allocation. Section 1.14 of the Lease, as modified by
Paragraph 8 of the Second Amendment, and Section 9.1 of the Lease are each
modified to provide that the total number of parking spaces allocated to the
Premises (including the Additional Space) as of the Additional Space
Commencement Date shall be one hundred five (105), of which ten (10) shall be
marked reserved spaces and the remainder of which shall be unreserved. Such
reserved and unreserved spaces shall be in the locations depicted on the
attached Exhibit “C”, incorporated herein by reference. Landlord and Tenant
hereby acknowledge and agree that for so long as Tenant leases Building I in
its entirety, in addition to the one hundred five (105) parking spaces provided
herein, Tenant, at its option and at its own cost and expense, shall be
permitted to stripe the paved area behind Building I currently being used as a
truck loading area (also shown on Exhibit “C”) so as to add additional parking
spaces to Tenant’s parking space allocation for Tenant’s exclusive use.
Promptly following the execution of this Amendment, Landlord will cause the
owner of Building I to enter into, and Tenant will enter into, an amendment to
the Tenant’s lease for Building I providing for the parking rights described in
the previous sentence. Landlord shall have no obligation to enforce the
reservation of spaces or Tenant’s right to the exclusive use of the spaces
behind Building I, which enforcement shall be Tenant’s responsibility at
Tenant’s sole cost; however, Landlord shall cooperate with Tenant upon written
request by Tenant in Tenant’s efforts to resolve any unauthorized use of any
spaces allocated to Tenant in this Paragraph 12 provided such cooperation does
not result in any out-of-pocket cost or expense to Landlord. In the event that
Landlord enters into leases with other tenants for space in the Building which
provide for a greater responsibility on the part of Landlord with respect to
enforcement of parking rights, Landlord and Tenant will promptly enter into an
amendment to this Lease, whereby Landlord assumes the same responsibility with
respect to Tenant’s parking spaces. Notwithstanding anything in the Lease to
the contrary, Landlord shall not have the right to relocate the reserved spaces
or the area provided for Tenant’s use for unreserved parking without Tenant’s
prior written consent, which consent shall not be unreasonably withheld.


     13.     Operating Expenses. The following language replaces the second
sentence of Section 7.2 of the Lease: “The Operating Expenses attributable to
the Premises that vary with occupancy and that are attributable to any part of
the Term will be adjusted by Landlord to the amount that Landlord reasonably
believes Landlord would have incurred if 95% of the rentable area of the
Building had been occupied.” In addition, the following sentence shall be
added after the second sentence of Section 7.6 of the Lease, “Within thirty
(30) days of the expiration or termination of this Lease, Landlord shall pay to
Tenant any such unused credit provided no Event of Default shall exist.”


     14. Audit Rights. Section 7.7 of the Lease is hereby deleted in its
entirety and replaced with the following: “Tenant or its agent shall have the
right for a period of ninety (90) days after Tenant’s receipt of each of (i)
the statement of actual Operating Expenses for each Calendar Year and (ii) the
Additional Space Expense Stop Statement, and upon giving reasonable notice to
Landlord and during normal business hours, to audit, review and inspect at
Landlord’s offices Landlord’s bills, invoices and records applicable to the
actual Operating Expenses for that particular Calendar Year or the Additional
Space Base Year, as the case may be, to verify Operating Expenses of such
Calendar Year or the Additional Space Base Year, as the case may be. In
addition to the foregoing, Tenant or its agent shall have the right for a
period of thirty (30) days after Tenant’s receipt of Landlord’s reasonably
itemized statement setting forth the actual amount of the Expense Stop (which
Landlord and Tenant agree may be given by Landlord on or before October 31,
2003), and upon giving reasonable notice to Landlord and during normal business
hours, to audit, review and inspect at Landlord’s offices Landlord’s bills,
invoices and records applicable to Landlord’s calculation of the Expense Stop.
Unless otherwise mutually agreed, should such audit, review or inspection
result in a dispute by Tenant as to the Operating Expenses, the Expense Stop or
the Additional Space Expense Stop charged by Landlord, as the case may be, such
dispute shall be determined by arbitration, in the jurisdiction in which the
Building is located, in accordance with the then current


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commercial rules of the American Arbitration Association. The costs of the
arbitration shall be divided equally between Landlord and Tenant, except that
each party shall bear the cost of its own legal fees, unless (i) the
arbitration results in a determination that Landlord’s statement contained a
discrepancy of less than five percent (5%) in Landlord’s favor, in which event
Tenant shall bear all costs incurred in connection with such arbitration,
including, without limitation, reasonable legal fees, or (ii) the arbitration
results in a determination that Landlord’s statement contained a discrepancy of
at least five percent (5%) in Landlord’s favor, in which event Landlord shall
bear all costs incurred in connection with such arbitration, including, without
limitation, reasonable legal fees. If such review, audit or inspection reveals
that Landlord overstated Tenant’s obligation for Operating Expenses in any
Calendar Year, the excess shall be credited against Tenant’s next monthly
payments of Operating Expenses. Within thirty (30) days of the expiration or
termination of this Lease, Landlord shall pay to Tenant any such unused credit
provided no Event of Default shall exist. If such review, audit or inspection
reveals that Landlord understated Tenant’s obligation for Operating Expenses in
any Calendar Year, Tenant shall pay the total amount of such deficiency to
Landlord within thirty (30) days after such determination. If such review,
audit or inspection reveals that Landlord misstated the Expense Stop and/or the
Additional Space Expense Stop, then either or both, as the case may be, shall
be adjusted to the amount so determined. During the pendency of any audit or
arbitration proceedings as provided for in this Section, Tenant shall continue
to make payments of Operating Expenses as required by this Lease.


     15.     Direct Costs. The last sentence of Section 7.8 of the Lease is
deleted in its entirety and replaced with the following language:



	 	 	“Subject to Tenant’s right to file an application for abatement
thereof and to contest same, Tenant shall be liable for, and shall
timely pay, all taxes levied against personal property and trade
fixtures placed by Tenant in the Building. Tenant shall have the
right, at Tenant’s sole cost and expense, to file an abatement for
any such personal property taxes or to contest any such taxes in
Tenant’s own name provided that: (i) such actions are performed at
no expense to Landlord, (ii) such actions do not result in an
increase in Landlord’s real estate taxes or personal property
taxes, and (iii) Tenant holds Landlord harmless from any damages
or losses resulting from such actions.”



     16.     Real Property Taxes.


          (a) Notwithstanding anything in Section 8.1 of the Lease to the contrary
at such time as Tenant may lease at least eighty-five percent (85%) of the
rentable area of the Building, Tenant shall have the right to appeal the
assessment value of the Building Parcel (hereinafter defined). In addition, in
any event, Tenant shall have the right to apply for an abatement of Real Estate
Taxes, under any governmental incentives regarding the leasing of the Premises,
including, without limitation, the “Miller Tax Abatement Program”, or any other
tax incentives under the laws of Montgomery County, Maryland or the State of
Maryland. Landlord agrees to cooperate with Tenant, at no out of pocket cost
to Landlord, in any attempt by Tenant in any such contest or abatement under
any such incentive program. Tenant shall receive the entire benefit of any
such incentives obtained by Tenant.



          (b) The sentence in Section 8.1 of the Lease reading, “Real Estate Taxes
shall specifically exclude any abatements, reductions or credits received by
Landlord” is hereby deleted in its entirety and replaced with the following
language, “Real Estate Taxes shall be reduced by the amount of any abatements,
reductions or credits received by Landlord relating to tax fiscal years
occurring during the Term of the Lease, whether obtained by Landlord or Tenant
or otherwise.”



          (c) Section 8.1 of the Lease shall be modified by deleting the following
sentence in its entirety: “Notwithstanding the foregoing, Landlord shall have
no obligation to challenge Real Estate Taxes.” and substituting therefor the
following language: “Landlord shall have no obligation to appeal the assessment
value of the



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Building and the land on which the Building is located (collectively,
“Building Parcel”), except that if Tenant, while Tenant, is leasing less than
eighty-five percent (85%) of the rentable area of the Building, after
reasonable investigation at its sole cost, is of the opinion that the
assessment value of the Building Parcel for any tax fiscal year during the Term
is too high, Tenant may, by written notice delivered to Landlord accompanied by
the written results of such investigation, request that Landlord appeal such
assessment value. Upon receipt of such written notice, unless Landlord
reasonably concludes that there is a significant risk that such an appeal could
result in an increase in the assessment value of the Building Parcel or
otherwise would not be successful, Landlord shall timely file and diligently
prosecute an appeal of such assessment value, which appeal shall be made at
Tenant’s sole cost and expense. Tenant will cooperate with Landlord in the
preparation and prosecution of any such appeal and shall reimburse Landlord’s
costs for the same within thirty (30) days following any written request from
Landlord. Landlord shall have no obligation to appeal any adverse decision
relating to such appeal made by the Property Tax Assessment Appeal Board.”


          (d) Provided that no Event of Default shall then exist, Landlord shall pay
any amount payable by Landlord to Tenant pursuant to Section 8.1 of the Lease
within thirty (30) days following Landlord’s receipt of any such refund.



          (e) Section 1.11 of the Lease, as amended and replaced by Paragraph 6 of
the Second Amendment, shall be modified by inserting after “Operating Expenses”
the words: “(including, without limitation, Real Estate Taxes)”.



          (f) The first paragraph of Section 7.2 of the Lease, in the 5th line from
the end, shall be modified by inserting after “tenants” the words:
“(including, without limitation, Real Estate Taxes)”.



          (g) Landlord shall promptly provide Tenant with a copy of all notices
received by Landlord of tax assessments relating to the Building Parcel.



     17.     Right of First Refusal for Expansion Space.


          (a) Section 3.4 of the Lease is deleted in its entirety and there is
substituted therefor the following:




	 	 	“3.4 Right of First Refusal for Expansion Space. Provided that no
Event of Default by Tenant has occurred and the then net worth of
Gene Logic Inc., a Delaware corporation (“GLI”) as shown on its
consolidated financial statements is not less than the lesser of
(i) Thirty Million and 00/100 Dollars ($30,000,000) and (ii) the
net worth of the prospective tenant making any Offer (hereinafter
defined), Tenant shall have an ongoing right of first refusal to
lease additional space on the second floor of the Building (other
than the space shown crosshatched on Exhibit “A-2” attached to
this Lease and made a part hereof) (“Expansion Space”), upon the
terms set forth in this Section 3.4. If Landlord is willing to
accept any bona fide written offer to lease any of the Expansion
Space (“Offer”), Landlord shall furnish a true copy of the Offer
to Tenant. For a period of seven (7) business days from the
receipt of the Offer, Tenant shall have the exclusive right and
option, exercisable by delivery of written notice to Landlord
within such seven (7)-day period, to lease all of the Expansion
Space identified in the Offer at the same price, terms and
conditions as are set out in the Offer, except that (i) (A) if the
Offer is delivered to Tenant prior to December 31, 2006, the term
for which the Expansion Space is leased (“Expansion Space Term”)
shall be coterminous with the term of the Lease (expiring on the
Expiration Date) and (B) otherwise, the Expansion Space Term shall
be the lesser of (y) seven (7) years and (z) the term set forth in
the Offer and (ii) in the event the Expansion Space Term is for a
period other than the term set forth in the Offer, any tenant
improvement allowances, abatement of rent and other monetary
concessions set forth in the Offer shall be adjusted pro rata so
as to reflect



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	 	 	the ratio which the Expansion Space Term bears to the term set
forth in the Offer; provided, however, that no such adjustment
shall result in any tenant improvement allowance for any Expansion
Space of less than Twenty-Five and 00/100 Dollars ($25.00) or more
than Thirty-Two and 50/100 Dollars ($32.50) per rentable square
foot of space contained in the Expansion Space. If Tenant timely
exercises its option, the parties shall promptly enter into an
amendment to this Lease whereby Tenant leases the Expansion Space
at the same time and upon the same terms and conditions as set
forth in the Offer, with the possible exceptions expressly
provided for above in this Section 3.4. If such option is not
timely exercised, Landlord shall be free to lease the Expansion
Space to the bona fide offeror, provided, however, that the lease
must be made substantially upon the terms and conditions set forth
in the Offer as furnished to Tenant (including, without
limitation, terms and conditions with respect to rent, rent
abatements, rent escalations and tenant improvement allowances).
If the lease to the offeror is not so consummated, such option
shall survive and Tenant’s right of first refusal shall remain in
effect with regard to any other offers covering the Expansion
Space. If any portion of the Expansion Space is ever leased to
Tenant or to a third party not related to Landlord, the space so
leased will thereupon cease being a part of the Expansion Space.




		
	 	     (b) Landlord hereby represents and warrants that as of the
date of this Third Amendment, Landlord has not entered into any
lease or occupancy agreement for any portion of the Expansion
Space.
	 
	 	     (c) Landlord hereby covenants and agrees that it shall not,
without the prior written consent of Tenant, knowingly lease space
(or grant any other occupancy rights) in the Building to any
organization having primary purposes which are substantially the
same as those of the organization known as People for the Ethical
Treatment of Animals (PETA).”



     18.     Security Deposit.


          (a) Within five (5) business days following the execution of this
Amendment, Tenant shall deliver to Landlord an additional security deposit in
the amount of Thirty-Six Thousand Nine Hundred Seventy-Three and 60/100 Dollars
($36,973.60) (the “Additional Space Deposit”). Tenant agrees that such
Additional Space Deposit may be commingled with Landlord’s other funds and is
not an advance payment of rental or a measure of Landlord’s damages in case of
an Event of Default by Tenant. So long as any Event of Default by Tenant shall
exist, Landlord may, from time to time, without prejudice to any other remedy
provided under the Lease or provided by law, use such Additional Space Deposit
to the extent necessary to make good any arrears of rentals and any other
damage, injury, expense or liability caused to Landlord by such Event of
Default, and Tenant shall pay to Landlord within ten (10) days of demand
therefore the amount so applied in order to restore the Additional Space
Deposit to its original amount. Any remaining balance of the Security Deposit
shall be returned to Tenant at the later of (i) thirty (30) days after the
Expiration Date or earlier termination of this Lease, or (ii) the fulfillment
of all of Tenant’s obligations under this Lease, including, without limitation,
the payment of all damages for which Tenant may be liable at law or in equity
under this Lease, following the Expiration Date or earlier termination of this
Lease.



          (b) Notwithstanding anything in Section 6.1 of the Lease to the contrary,
Tenant shall have the right (as elected by Tenant in its sole discretion) to
post all or any portion of the Security Deposit (hereinafter defined) by
delivering to Landlord (i) cash or (ii) one or more Letters of Credit in the
form required pursuant to the Lease, and to replace, from time-to-time, such
cash with Letter(s) of Credit (and vice versa).



          (c) Section 6.2 of the Lease is hereby deleted in its entirety and
replaced with the following language:



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	 	 	“Notwithstanding anything contained in the Lease to the
contrary, Tenant’s Security Deposit, whether paid pursuant
to the Lease, or any amendment thereto, and including,
without limitation any deposit referred to as the
Additional Deposit, Additional Space Deposit or otherwise
(collectively, the “Security Deposit”), shall be reduced to
One Hundred Thirty Thousand Dollars ($130,000.00) on
November 15, 2005; provided that at such time no Event of
Default exists. In the event that the relevant portion of
the Security Deposit is in the form of a Letter of Credit,
such reduction shall be effectuated by Tenant’s obtaining
and furnishing to Landlord, as of the time for such
reduction, an amendment of the Letter of Credit
appropriately reducing the amount of the Letter of Credit.
In the event that the relevant portion of the Security
Deposit is in the form of cash or other immediately
available funds, such reduction shall be effectuated by
Landlord’s prompt delivery of such funds to Tenant. If
required by the issuer of the Letter of Credit, Landlord
shall confirm in writing its consent to such amendment,
provided that the conditions for reduction set forth above
are satisfied. Except as expressly provided in this
Article, the Security Deposit shall not be reduced.”



          (d) Section 6.3 of the Lease is hereby deleted in its entirety and shall
be of no further force and effect.



     19.     Operating Expenses. Notwithstanding anything in the Lease to the
contrary, in no event shall any costs or expenses with regard to any portion of
the Land other than the portion of the Land allocable to the Building be
included in the Operating Expenses payable pursuant to the Lease.


     20.     Additional Space Work Agreement. Paragraph 11 of the Second Amendment
and the “Additional Space Work Agreement” attached thereto are deleted in their
entireties and there is substituted therefor the “Additional Space Work
Agreement II” attached hereto as Exhibit “B” and made a part hereof.


     21.     Brokers. Landlord and Tenant each represent and warrant to the other
that it has not employed any broker, agent or finder except for TSC Realty
Services, LLC (“Landlord’s Broker”) and Scheer Partners, Inc. (“Tenant’s
Broker”) (together, the “Brokers”), which Brokers shall be paid commissions by
Landlord under a separate agreement. Landlord shall indemnify and hold Tenant
harmless, and Tenant shall indemnify and hold Landlord harmless, from and
against any claim for brokerage or other commission arising from or out of any
breach of the indemnitor’s representation and warranty. Landlord hereby
discloses that one or more of the members of Landlord are associated with
Landlord’s Broker, and that such individuals are licensed real estate persons
within the State of Maryland and have a pecuniary interest in both Landlord and
the Building.


     22.     Use; Legal Compliance. The third to the last sentence in Article 10
of the Lease is hereby modified by changing, “which has been noted in writing
by Tenant to Landlord within six (6) months after the earlier of the
Commencement Date or the date that Tenant has taken occupancy of the Premises”
to “which has been noted in writing by Tenant to Landlord prior to January 1,
2005”.


     23.     Assignment and Subletting; Consent. Section 11.1 of the Lease is
hereby deleted in its entirety and replaced with the following language:



	 	 	“Tenant shall have the right to assign or sublet the
Premises provided that Tenant obtains Landlord’s prior
written consent, which consent shall not be unreasonably
withheld, delayed or conditioned. If Tenant desires to
assign this Lease or sublet all or any part of the Premises,
Tenant shall notify Landlord in writing of such desire and
the notice shall set forth the name and address of the
proposed



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	 	 	assignee or subtenant, the rent and all other sums to be
paid under the proposed assignment or sublease, and all
other material terms of the proposed assignment or sublease.
The notice shall be accompanied by a current financial
statement for the proposed assignee or subtenant prepared in
accordance with GAAP and certified as correct by the chief
financial officer or other authorized officer of the
proposed assignee or subtenant. In addition, Landlord shall
be entitled to review the documentation of the proposed
assignment or sublease. Tenant shall also furnish to
Landlord such additional information about the proposed
assignee or subtenant and its intended use of the Premises
as Landlord may reasonably request. Without limiting the
matters which Landlord may take into consideration in
determining whether to grant or deny its consent to the
proposed assignment or sublease, Landlord shall be deemed to
be reasonable in denying its consent (i) if the proposed
assignee or subtenant is not reputable or does not have a
previous record of honoring lease, credit, and other legal
obligations or does not have a tangible net worth reasonably
indicating that it is capable of satisfying its financial
obligations under this Lease or the proposed sublease, as
the case may be, in addition to its other liabilities, or
(ii) if the use intended to be made of the Premises by the
proposed assignee or subtenant, although in accordance with
the Permitted Use, would interfere with any of the other
uses being conducted in the Corporate Park or is not of a
character in keeping with a first class office/R&D center.
Provided that Tenant has provided Landlord with all of the
documentation required herein or further reasonably
requested by Landlord, Landlord shall be deemed to have
granted its consent to any such proposed subletting or
assignment in the event that Landlord has not responded to a
written request by Tenant, either granting or denying such
consent, within thirty (30) days of Tenant’s request
therefor. Upon an assignment by Tenant with the prior
written consent of Landlord (as provided above), of Tenant’s
entire right, title and interest in this Lease to an entity
which, in Landlord’s reasonable judgment has a
creditworthiness equal to or greater than that shown by the
then current consolidated financial statements of Gene Logic
Inc., a Delaware corporation (“GLI”), which is the Guarantor
of Tenant’s obligations under this Lease pursuant to that
certain Guaranty of Lease dated April 1, 2003, Tenant shall
be released from all obligations of the tenant under this
Lease, and GLI shall be released from all of its obligations
pursuant to the Guaranty, which obligations of Tenant and
GLI first accrue on after the date on which such assignment
occurs and is effective. Within fifteen (15) days after
written request by Landlord, Tenant shall pay to Landlord
the reasonable administrative and attorneys’ fees incurred
by Landlord in connection with Tenant’s request for
Landlord’s consent to any assignment or subletting, up to a
maximum of $1,000 for each such Tenant request. Any
permitted assignment or sublease shall be subject to all
terms of this Lease. In the event of a permitted assignment
or sublease of twenty percent (20%) or more of the rentable
area of the Building, other than a No Consent Transfer (as
defined below), Tenant shall pay to Landlord, as and when
received by Tenant, fifty percent (50%) of all rent and
additional rent paid to Tenant by the assignee or subtenant
in excess of the Rent payable by Tenant pursuant to this
Lease, after recovery by Tenant of any remodeling, move in
or other concession, brokerage and legal expenses incurred
by Tenant wi
th respect to such assignment or transfer. Any
assignment, transfer, encumbrance or subletting undertaken
without Landlord’s written consent (or deemed consent, as
provided above) shall be voidable by Landlord, and, at
Landlord’s election, constitute an Event of Default. Tenant
hereby assigns to Landlord the rent and additional rent due
from any



9






 







	 	 	subtenant, assignee or other occupant of the Premises and
hereby authorizes and directs each such subtenant, assignee
or other occupant to pay such rent or other sums directly to
Landlord; provided, however, that until the occurrence of an
Event of Default, Tenant shall have the license to continue
collecting such rent and other sums.”



     24.     Alterations. The first sentence of Section 13.2 of the Lease is
hereby deleted in its entirety and replaced with the following language:



	 	 	“Tenant have the right to make any Alterations to the
Premises, without the consent of Landlord, so long as such
Alterations do not (i) in each instance, result in
construction costs in excess of Thirty-Five Thousand
Dollars ($35,000), and (ii) affect the structure, roof,
foundation, exterior walls, or mechanical or sprinkler
systems of the Building or Premises (which Alterations
shall be referred to herein as “Permitted Alterations”).
Except for Permitted Alterations, Tenant shall not make or
permit any Alterations without the prior written consent of
Landlord.”



     25.     Removal of Alterations.


          (a) The first and second sentences of Section 13.3 of the Lease are hereby
deleted in their entireties and replaced with the following language:




	 	 	“All or any part of the Alterations (other than any
Permitted Alterations) made without the consent of
Landlord, shall, at Landlord’s option, either be removed by
Tenant at its expense before the expiration of the Term or
shall remain upon the Premises and shall be surrendered
therewith at the Expiration Date or earlier termination of
this Lease as the property of Landlord without disturbance,
molestation or injury. All or any part of the Alterations
made with the consent of Landlord, shall, at Landlord’s
option exercised at the time of approval of such
Alterations, either be removed by Tenant at its expense
before the expiration of the Term or shall remain upon the
Premises and shall be surrendered therewith at the
Expiration Date or earlier termination of this Lease as the
property of Landlord without disturbance, molestation or
injury. Notwithstanding anything contained in this Section
13.3 to the contrary, Tenant shall have the right to remove
any and all removable Alterations which constitute trade
fixtures and detachable furniture (including, without
limitation, Tenant’s removable furniture, trade fixtures,
removable audio/visual equipment, removable security and
telecommunications systems or any emergency generators
(including the related switching gear)) prior to the
Expiration Date or within ten (10) business days following
any earlier termination of this Lease and Tenant, at its
sole expense, shall repair any damage to the Premises or
the Building caused by such removal.”



          (b) The last sentence of Section 13.3 of the Lease is hereby
deleted in its entirety and replaced with the following language:




	 	 	“If Tenant fails to remove any Alterations which Landlord
has requested be removed and which Tenant is obligated
hereunder to remove, then Landlord may (but shall not be
obligated to) remove the same and the reasonable cost of
such removal and repair of any damage to the Premises
caused by the same shall be charged to and paid by Tenant
upon demand.”



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          (c) The last sentence of Section 13.4 of the Lease is hereby
deleted in its entirety and replaced with the following language:




	 	 	“Landlord hereby reserves the right, from time to time, to
make Alterations to the Building, Common Area or Corporate
Park, erect other buildings and structures in the Corporate
Park, and erect such scaffolding and other aids to
construction in or adjacent to and about the Building as
Landlord reasonably deems appropriate; provided, however,
that Landlord hereby covenants and agrees that it shall
take commercially reasonable efforts to minimize any
interference during business hours (including, without
limitation preserving reasonable access for Tenant to the
Building and the Premises) with Tenant’s use and enjoyment
of the Premises as a result of any such activities (whether
conducted by or on behalf of Landlord or by other tenants
with Landlord’s permission). Notwithstanding anything
contained in the Lease to the contrary, in the event that
such activities materially interfere with Tenant’s use and
enjoyment of all or any portion of the Premises for more
than seven (7) consecutive business days, Tenant shall be
entitled to a pro rata (based on the portion of the
Premises affected) abatement in Rent and all other amounts
due hereunder until such interference ceases and Tenant is
able to commence using such portion of the Premises.”



          (d) Landlord hereby acknowledges and agrees that as of the date
hereof, Landlord has given any required consent to any Alterations to
the Premises made by or on behalf of Tenant provided that such
Alterations were made in accordance with plans dated October 31, 2001,
July 9, 2003 and July 14, 2003, approved by Landlord for such Tenant
Work, and has not requested the removal of any such Alteration
heretofore made by or on behalf of Tenant.



     26.     Building Sign. Subject to the terms and conditions of Section 14.2 of
the Lease, Tenant shall have the right to replace “Tenant’s Sign”, as defined
therein, with a sign displaying the “corporate logo” of GLI or of any other
affiliate of Tenant (as defined in Section 11.3 of the Lease). Notwithstanding
anything in Article XIV of the Lease to the contrary, Landlord hereby agrees
that Tenant shall have the right to install a Tenant’s Sign as set forth on
Exhibit “D”, attached hereto and incorporated herein by reference, which
Tenant’s Sign has been pre-approved by Landlord (the “Approved New Sign”).
Tenant shall thereafter, from time to time, be permitted to replace the
Approved New Sign with a sign of the same dimensions as the Approved New Sign,
subject to Landlord’s approval of the overall color, design and content of such
replacement signs, which approval shall not be unreasonably withheld,
conditioned or delayed. Each time that Tenant removes or replaces Tenant’s
Sign, Tenant shall be responsible, at its sole cost, for the cost of repairing
of all damage to, or defacing of, the Building resulting from the installation,
maintenance and removal of such Tenant’s Sign.


     27.     Rooftop Equipment. Section 15.3 of the Lease is hereby modified by
replacing the language, “one (1) antenna or satellite dish” with “two (2)
antennae or satellite dishes (or one (1) of each)”.


     28.     Insurance. Section 17.5(b) of the Lease is hereby deleted in its
entirety and replaced with the following language:



	 	 	“(b) Tenant’s property insurance shall name Landlord and
Landlord’s Mortgagee, or any successor or assign thereof that
Landlord shall designate in writing as loss payees, except with
respect to proceeds payable for loss or damage to Tenant’s
removable equipment, furniture, furnishings and other personal
property, any Alterations made by Tenant, Tenant’s Work and any
other improvements which Tenant is responsible to repair under
this Lease”



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     29.     Electrical and Telecommunications Connections. Section 18.7 of the
Lease is hereby deleted in its entirety and replaced with the following:



	 	 	Provided that Tenant is leasing all of the rentable area of
Building I, at no cost to Tenant, Tenant shall have the
exclusive right to use all of the existing four inch (4")
diameter conduits connecting the Building and Building I
for electrical distribution and telecommunications and data
transmission. If Tenant is not leasing the entire rentable
area of Building I, at no cost to Tenant, Tenant shall have
the right in common with other tenants of the Building and
Building I (on a pro rata basis, based on the amount of
rentable square feet of space leased in the buildings in
the Corporate Park), to use the existing four inch (4")
diameter conduits connecting the Building and Building I
for electrical distribution and telecommunications and data
transmission. The parties hereto understand and
acknowledge that all conduits are being provided by
Landlord “as-is”, and that Landlord makes no
representations or warranties with respect to the condition
of said conduits or their suitability for Tenant’s intended
use thereof. Tenant shall have the right, but not the
obligation, to access, maintain and repair said conduits
upon reasonable prior notice to Landlord, provided that
such access, maintenance and repair is performed at
Tenant’s sole cost and expense and provided, further, that
Tenant fully and promptly restores the areas of the
Building and the Land which may be disturbed due to such
access, maintenance and/or repair. Promptly following
execution and delivery of this Amendment, Landlord shall
cause the owner of Building I to, and Tenant shall, enter
into an amendment to Tenant’s lease for space in Building I
so as to provide for the Tenant’s rights as set forth in
this Section 18.7.”



     30.     Liability of Landlord. The following language is added to the
beginning of the first sentence of Section 19.1 of the Lease: “Except as
otherwise provided in this Lease,”. In addition, subsection (vi) is hereby
deleted in its entirety from the first sentence of Section 19.1 of the Lease.
Finally, the “Damage Limit” in Section 19.1 of the Lease is hereby increased to
One Hundred Fifty Thousand Dollars ($150,000).


     31.     The word “Building” is deleted and replaced by the word “Premises” in
the following places in the Lease: the last sentence of Section 18.3 of the
Lease; the second sentence of Section 24.2 of the Lease; and the second
sentence of Section 27.1 of the Lease. The phrase “Building II” in the last
line of Section 15.2 of the Lease is deleted and replaced by the phrase “the
Building”.


     32.     Default. The first sentence of Section 22.1 of the Lease is hereby
modified by deleting “(i) Tenant fails to pay Rent within five (5) business
days after written notice from Landlord, provided that no such notice shall be
required if at least two (2) such notices shall have been given during the same
Lease Year;” and replacing the deleted language with the following language:
“Tenant fails to pay Rent within ten (10) days after written notice from
Landlord, provided that no such notice shall be required if at least two (2)
such notices shall have been given during the same Lease Year, in which event
an Event of Default shall automatically occur if Tenant fails to pay Rent
within ten (10) days following the day upon which Rent was due;”.


     33.     Landlord’s Remedies. Section 22.2 of the Lease is deleted in its
entirety and replaced with the following language:



	 	 	“22.2 Landlord’s Remedies. Upon the occurrence of an Event of
Default, Landlord may, at its option, without further notice or
demand to Tenant, in addition to all other rights and remedies
provided in this Lease or at law or in equity:



12






 







	 	 	(i) Terminate this Lease and Tenant’s right of possession of the
Premises and recover all damages to which Landlord is entitled
under law, specifically including, without limitation, (a) an
amount equal to all Rent that would have been payable over the
remaining balance of the Term had this Lease not been terminated,
as and when such Rent would have come due, less (b) the net
amounts actually received by Landlord from any reletting of the
Premises during such period after deducting all of Landlord’s
actual expenses of reletting (including, without limitation,
rental concessions to new tenants, repairs, Alterations,
reasonable legal fees, and, to the extent applicable to the
portion of the relet term which coincides with the Term of this
Lease which would have remained had this Lease not been
terminated, brokerage commissions). Landlord shall have the same
rights in regard to reletting the Premises and filing suit for
damages due from Tenant as are provided in Section 22.2(ii). If
Landlord elects to terminate this Lease, then, in addition to the
damages referred to above, Tenant shall remain liable for payment
of Rent and performance of all other terms and conditions of this
Lease to the date of termination;
	 
	 	 	(ii) Terminate Tenant’s right of possession of the Premises
without terminating this Lease, in which event Landlord may, but
shall not be obligated to, relet the Premises, or any part
thereof, for the account of Tenant, for such rent and term and
upon such other conditions as are acceptable to Landlord, in its
sole and absolute discretion. For purposes of such reletting,
Landlord is authorized to redecorate, repair, alter and improve
the Premises to the extent Landlord, in its sole discretion, deems
necessary. Until Landlord relets the Premises, Tenant shall
remain obligated to pay Rent to Landlord as provided in this
Lease. If and when the Premises are relet, if the net sum
realized from such reletting, after deducting all of Landlord’s
actual expenses of reletting (including, without limitation,
rental concessions to new tenants, repairs, Alterations,
reasonable legal fees and as limited above, brokerage
commissions), is not sufficient to satisfy the payment of Rent due
under this Lease for any month, Tenant shall pay Landlord any such
deficiency upon demand. Tenant agrees that Landlord may file suit
to recover any sums due Landlord under this Section from time to
time and that such suit or recovery of any amount due Landlord
shall not be any defense to any subsequent action brought for any
amount not previously reduced to judgment in favor of Landlord.
	 
	 	 	(iii) Notwithstanding the foregoing, Landlord agrees to use
commercially reasonable efforts to relet the Premises following a
termination of Tenant’s right of possession or termination of this
Lease. Landlord shall be deemed to have satisfied this obligation
if it lists the Premises for reletting with a reputable commercial
leasing broker and thereafter maintains such listing until the
space is leased.
	 
	 	 	(iv) Terminate this Lease and Tenant’s right of possession of the
Premises, and recover from Tenant the net present value of the
difference, if any between (a) the Rent due from the date of
termination until the Expiration Date less (b) the then fair
rental value of the Premises, such difference, if any, to be
discounted at six percent (6%) per annum; or
	 
	 	 	(v) In connection with the exercise of its rights under
subsections (i), (ii), and (iv) above, re-enter and repossess the
Premises and remove all persons and effects therefrom, by summary
proceeding, ejectment or other legal action. Landlord shall have
no liability by reason of any such re-entry, repossession or
removal except for liability for bodily injury resulting solely
and directly from Landlord’s gross negligence or willful
misconduct.”



13






 




     34.     Lobby Furniture. Notwithstanding anything contained in the Lease to
the contrary, Tenant shall be permitted to place furniture in the entrance
lobby of the Building (the “Lobby”) for the purpose of providing waiting-area
seating for Tenant’s guests and visitors and for the guests and visitors of
other tenants in the Building. All furniture placed in the Lobby shall be
subject to Landlord’s prior written approval. Tenant shall not permit its
employees to use the Lobby for meetings or as a lounging area. Notwithstanding
any approval granted by Landlord, at any time following the six (6)-month
anniversary of the Additional Space Commencement Date, Landlord, in its sole
discretion exercised in good faith, may require all furniture that has been
place in the Lobby to be removed. Tenant shall be responsible, at its sole
cost, for the cost of procuring, installing, maintaining and removing all such
furniture and shall also be responsible for the cost of repairing all damage to
such Lobby and the Building resulting from placing furniture therein.


     35.     Rules and Regulations.


     (a)  Notwithstanding anything in the Lease to the contrary, including,
without limitation, Article 20 thereof, in no event shall any Rules and
Regulations promulgated by Landlord materially interfere with Tenant’s use and
enjoyment of the Premises or its exercise of its rights under the Lease, or
materially increase any obligation of Tenant pursuant to the Lease.


     (b)  Notwithstanding anything in the Lease to the contrary, including,
without limitation, any Rules and Regulations promulgated thereunder, Tenant
shall have the right to place vending machines in the Premises without
Landlord’s consent.


     36.     No Tenant Default Landlord hereby represents that it has no knowledge
of any uncured default by Tenant of its obligations under the Lease or of the
occurrence of any event which, with the passage of time or the giving of notice
hereunder, would constitute an Event of Default by Tenant under the Lease.


     37.     Authority. Landlord and Tenant each represents and warrants to the
other that the person(s) signing this Amendment on its behalf have the
requisite authority and power to execute this Amendment and to thereby bind the
party on whose behalf it is being signed.


     38.     Counterparts. This Amendment may be executed in a number of identical
counterparts which, taken together, shall constitute collectively one (1)
agreement; but in making proof of this Amendment, it shall not be necessary to
produce or account for more than one such counterpart.


     39.     Ratification; Inconsistencies. Except as expressly provided for by
this Amendment, all terms, conditions and provisions of the Lease shall remain
in full force and effect and unmodified. To the extent of an inconsistency
between the terms and conditions of the Lease and the terms and conditions of
this Amendment, the terms and conditions of this Amendment shall govern and any
language of, or provision in, the Lease not referred to in this Amendment which
is inconsistent or is in conflict with this Amendment shall be deemed
appropriately amended or modified.


[SIGNATURE PAGE FOLLOWS]



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     IN WITNESS WHEREOF, the Landlord and Tenant have executed this Amendment
as of the date and year first set forth above.



	 	 	 
	WITNESS/ATTEST:	 	
LANDLORD:
	 	 	 
	 	 	
OXBRIDGE DEVELOPMENT AT CROWN

POINTE II, L.C.,
	 	 	
a Maryland limited liability company
	 	 	 
	 /s/ Peregrine Roberts	 	
By: /s/ Elliot Totah
	

        Peregrine Roberts	 	


	 	 	
Name: Elliot Totah
	 	 	
Title: Authorized Member
	 	 	 Date: October 13,
        2003
	 	 	 
	 	 	
TENANT:
	 	 	 
	 	 	
THERIMMUNE RESEARCH CORPORATION,

a Delaware corporation
	 	 	 
	/s/ F. Duldey Staples, Jr.	 	
By: /s/ Philip L. Rohrer, Jr.
	

        F. Dudley Staples, Jr.	 	


	 	 	
Name: Philip L. Rohrer, Jr.
	 	 	
Title: Chief Financial Officer
	 	 	
Date: October 17, 2003



CONSENT OF GUARANTOR



     The undersigned guarantor of Tenant’s obligations under the Lease pursuant
to that certain Guaranty of Lease dated April 1, 2003, hereby consents to the
foregoing Third Amendment.



	 	 	 
	 	 	
GENE LOGIC, INC., a Delaware
corporation
	 	 	 
	 	 	
By: /s/ Philip L. Rohrer, Jr.
	 	 	


	 	 	
Name: Philip L. Rohrer, Jr.
	 	 	
Title: Chief Financial Officer
	 	 	
Date: October 17, 2003




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