Unassociated Document


    EXHIBIT
10.40


    


    


    


    


    


    


     

    OFFICE
SPACE DEED OF LEASE

     

    by
and between

     

     

     

     

    NDH
II POINT LLC,

    as
Landlord

     

     

    and

     

     

    BRIDGELINE
SOFTWARE, INC.,

    as
Tenant

     

     

     

     

    August
7, 2008

     

     

     

     

    Arlington
County, Virginia

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    TABLE
OF CONTENTS

    


    
      	
              Section

            	 
      	
              Page

            
	 	 	 
	
              1.

            	
              DEMISE
      AND TERM

            	
              2

            
	 
      	
              A.     Term

            	
              2

            
	 
      	
              B.      Declaration of
      Commencement Date

            	
              2

            
	 
      	
              C.     
      Telecom Cabling

            	
              2

            
	 
      	 
      	 
      
	 	 	 
	
              2.

            	
              RENT

            	
              2

            
	 
      	
              A.
           Definitions

            	
              2

            
	 
      	
              B.      Components of
      Rent

            	
              3

            
	 
      	
              C.      Payment
      of Rent

            	
              5

            
	 
      	
              D.      Rent
      Abatement

            	
              5

            
	 	 	 
	 	 	 
	
              3.

            	
              USE

            	
              6

            
	 	 	 
	 	 	 
	
              4.

            	
              CONDITION
      OF PREMISES

            	
              6

            
	 	 	 
	 	 	 
	
              5.

            	
              BUILDING
      SERVICES

            	
              7

            
	 
      	
              A.      Basic
      Services

            	
              7

            
	 
      	
              B.      Electricity

            	
              7

            
	 
      	
              C.      Telephones

            	
              8

            
	 
      	
              D.      Additional
      Services

            	
              8

            
	 
      	
              E.      Failure
      or Delay in Furnishing Services

            	
              8

            
	 	 	 
	 
      	 
      	 
      
	
              6.

            	
              RULES
      AND REGULATIONS

            	
              9

            
	 	 	 
	 	 	 
	
              7.

            	
              CERTAIN
      RIGHTS RESERVED TO LANDLORD

            	
              9

            
	 	 	 
	 	 	 
	
              8.

            	
              MAINTENANCE
      AND REPAIRS

            	
              9

            
	 
      	
              A.      General
      Obligations

            	
              9

            
	 
      	
              B.      Noise
      and Vibration

            	
              10

            
	 	 	 
	 	 	 
	
              9.

            	
              ALTERATIONS;
      SIGNS

            	
              10

            
	 
      	
              A.      Requirements

            	
              10

            
	 
      	
              B.      
      Liens

            	
              11

            
	 
      	
              C.     
       Signs

            	
              11

            
	 
      	
              D.      Tenant's
      Equipment

            	
              11

            
	 	 	 
	 	 	 
	
              10.

            	
              INSURANCE

            	
              12

            
	 
      	
              B.      Landlord's
      Insurance

            	
              12

            
	 
      	
              C.      Risk
      of Loss

            	
              12

            
	 	 	 
	 	 	 
	
              11.

            	
              TENANT'S
      AND LANDLORD'S RESPONSIBILITIES

            	
              12

            
	 
      	
              A.      Tenant's
      Responsibilities

            	
              12

            
	 
      	
              B.      Landlord's
      Responsibilities

            	
              13

            
	 	 	 
	 	 	 
	
              12.

            	
              FIRE
      OR OTHER CASUALTY

            	
              13

            
	 
      	
              A.      Destruction
      of the Building

            	
              13

            
	 
      	
              B.    
        Destruction of the Premises

            	
              13

            
	 	 	 
	 	 	 
	
              13.

            	
              CONDEMNATION

            	
              15

            
	 	 	 
	 	 	 
	
              14.

            	
              ASSIGNMENT
      AND SUBLETTING

            	
              15

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

      
        TABLE
OF CONTENTS

        
          continued.....

        

      

       

    

    
      	
              Section

            	
            	
              Page

            
	 	 	 
	 
      	
              A.      Landlord's
      Consent

            	
              15

            
	 
      	
              B.      Standards
      for Consent

            	
              15

            
	 
      	
              C.      Recapture

            	
              16

            
	 
      	
              D.      Miscellaneous

            	
              16

            
	 	 	 
	 	 	 
	
              15.

            	
              SURRENDER

            	
              17

            
	 	 	 
	 	 	 
	
              16.

            	
              DEFAULTS
      AND REMEDIES

            	
              17

            
	 
      	
              A.      Default

            	
              17

            
	 
      	
              B.
            Right
      of Re-Entry

            	
              18

            
	 
      	
              C.          Termination
      of Right to Possession

            	
              18

            
	 
      	
              D.      Termination
      of Lease

            	
              18

            
	 
      	
              E.    
        Other Remedies

            	
              18

            
	 
      	
              F.       Bankruptcy

            	
              18

            
	 
      	
              G.      Waiver
      of Trial by Jury

            	
              18

            
	 
      	
              H.      Venue

            	
              18

            
	 
      	
              I.       
      Lien on Personal Property

            	
              19

            
	 	 	 
	 	 	 
	
              17.

            	
              HOLDING
      OVER

            	
              19

            
	 	 	 
	 	 	 
	
              18.

            	
              SECURITY
      DEPOSIT

            	
              19

            
	 	 	 
	 	 	 
	
              19.

            	
              SUBSTITUTION
      OF OTHER PREMISES

            	
              21

            
	 	 	 
	 	 	 
	
              20.

            	
              ESTOPPEL CERTIFICATE

            	
              21

            
	 	 	 
	 
      	 
      	 
      
	
              21.

            	
              FINANCING

            	
              21

            
	 
      	
              A.      Subordination

            	
              21

            
	 	 	 
	 	 	 
	
              22.

            	
              QUIET
      ENJOYMENT

            	 
      
	 	 	 
	 	 	 
	
              23.

            	
              BROKER

            	
              22

            
	 	 	 
	 	 	 
	
              24.

            	
              NOTICES

            	 
      
	 	 	 
	 
      	 
      	 
      
	
              25.

            	
              PARKING

            	
              23

            
	 	 	 
	 	 	 
	
              26.

            	
              MISCELLANEOUS

            	
              23

            
	 
      	
              A.      Successors and
      Assigns

            	
              23

            
	 
      	
              B.      Entire
      Agreement

            	
              23

            
	 
      	
              C.      Time of
      Essence

            	
              23

            
	 
      	
              D.      Execution,
      Delivery and Authority

            	
              23

            
	 
      	
              E.
            Severability

            	
              23

            
	 
      	
              F.
            Governing
      Law

            	
              23

            
	 
      	
              G.      Attorneys'
      Fees

            	
              23

            
	 
      	
              H.      Joint
      and Several Liability

            	
              24

            
	 
      	
              I. 
            Force
      Majeure

            	
              24

            
	 
      	
              J.       
      Captions

            	
              24

            
	 
      	
              K.       No
      Waiver

            	
              24

            
	 
      	
              L.       
      Limitation of Liability; Effect of Sale

            	
              24

            
	 
      	
              M.      No
      Partnership

            	
              24

            


    

    


    


    
      
         

      

      
        ii

        
          

        

      

      
         

      

    

    OFFICE
SPACE DEED OF LEASE

     

    TF IS
OFFICE SPACE DEED OF LEASE ("Lease"), is made as
of the 7th day of
August, 2008, between NDH II POINT LLC, a Delaware limited liability company
("Landlord"),
and BRIDGELINE SOFTWARE, INC., a Delaware corporation ("Tenant"), for space
in the building commonly known as Ballston Point and having a street address of
4300 Wilson Boulevard, Arlington, Virginia (such building (the "Building") together
with the land (the "Land") upon which it
is situated and common areas, including, without limitation, all sidewalks,
parking areas and landscaped areas, being herein referred to as the "Property.'). The
following schedule (the "Schedule") sets forth
certain basic terms of this Lease:

     

    SCHEDULE

    
      	
              1.

            	
              Premises
      - Floor and Suite

            	 
      
	 
      	
              Number:

            	
              Suite
      550 on the fifth (5th) floor.

            
	 	 	 
	
              2.

            	
              Commencement
      Date:

            	
              As
      defined in Section 1(A), below.

            
	 	 	 
	
              3.

            	
              Expiration
      Date:

            	
              The
      last day of the sixty-sixth (66th) full calendar month following the
      Commencement Date.

            
	 	 	 
	
              4.

            	
              Rentable Square Feet of the Premises:

            	      
              4,801, as determined in
      accordance with a modified BOMA Method of Measurement
      ("BOMA").

            
	 
      	 
      	 
      
	
              5.

            	
              Rentable
      Square Feet of Office Space

              in the Building:

            	
              240,897 net
      rentable square feet of office space, as determined in accordance with
      BOMA.

            
	 	 	 
	
              6.

            	
              Base
      Rent:

            	
              The
      Base Rent for each Lease Year (hereinafter defined) during the Term shall
      be as follows:

            


    

    


    
      	
              Lease
      Year

            	
              Annual

            	
              Monthly

            
	
              1

            	
              $172,836.00

            	
              $14,403.00

            
	
              2

            	
              $177,156.96

            	
              $14,763.08

            
	
              3

            	
              $181,585.80

            	
              $15,132.15

            
	
              4

            	
              $186,125.64

            	
              $15,510.47

            
	
              5

            	
              $190,778.76

            	
              $15,898.23

            
	
              6

            	
              $195,548.04*

            	
              $16,295.67

            
	
              [*on
      an annualized basis]

            


    

    


    
      	
              7.

            	
              Tenant's
      Proportionate Share:

            	
              1.99%

            
	 	 	 
	
              8.

            	
              Security
      Deposit:

            	
              $28,806.00

            
	 	 	 
	
              9.

            	
              Broker(s):

            	
              Landlord's:     Monument
      Realty LLC

            
	 
      	 
      	
              Tenant's:        
      Ezra Company

            
	 	 	 
	
              10.

            	
              Exhibits:

            	
              A.    
      Floor Plan of Premises; Final Space Plan

            
	 
      	 
      	
              B.     
      Work Agreement

            
	 
      	 
      	
              B-1.  
      Required Minimum Standards for Tenant Work

            
	 
      	 
      	
              C.     
      Rules and Regulations

            
	 
      	 
      	
              D.     
      Estoppel Certificate

            
	 
      	 
      	
              E.      
      Declaration of Commencement Date

            
	 
      	 
      	
              F.      
      Form of Letter of Credit

            


    

    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.           
DEMISE AND TERM.

     

    A.           Term. This Lease, a deed of
lease, shall be effective as of the date hereof. Landlord hereby conveys,
bargains, grants and leases a leasehold interest in the Premises (the "Premises") described
in Item 1 of the Schedule and shown on the plan attached hereto as Exhibit A to
Tenant, and Tenant hereby leases a leasehold interest in the Premises from
Landlord, subject to the covenants and conditions set forth in this Lease, for a
term (as it may be extended in accordance with the terms of this Lease, the
"Term")
commencing on the date which is the earlier to occur of: (a) the date on which
Landlord delivers the Premises to Tenant with the Tenant Work (hereinafter
defined) substantially complete (as defined in Paragraph 7.1 of the Work
Agreement) (or in the event there occurs any Tenant Delay (as such term is
defined in Paragraph 7.2 of the Work Agreement), the date Landlord would have
substantially completed the Tenant Work and delivered possession of the Premises
to Tenant but for such Tenant Delay), or (b) the date on which Tenant or any
party claiming by, through or under Tenant, first occupies all or any portion of
the Premises and conducts its business therein (the "Commencement Date") and expiring
on the date (the "Expiration Date")
described in Item 3 of the Schedule, unless terminated earlier as otherwise
provided in this Lease. Each twelve (12) month period within the Term shall be
referred to herein as a "Lease Year"; provided,
however, that (i) the first Lease Year shall commence on the Commencement Date
and terminate on the last day of the twelfth (12th) full calendar month after
the Commencement Date. Each subsequent Lease Year shall commence on the date
immediately following the last day of the preceding Lease Year and shall
continue for a period of twelve (12) full calendar months, except that the last
Lease Year of the Term shall terminate on the date this Lease expires or is
otherwise terminated.

     

    B.           Declaration of Commencement
Date. Promptly after the Commencement Date, Landlord and Tenant shall
execute the Declaration of Commencement Date attached hereto as Exhibit E
("Declaration"), which shall specify the Commencement Date and the Expiration
Date. Failure to execute the Declaration shall not affect the commencement or
expiration of the Term.

     

    C.           Telecom Cabling. In connection
with Tenant's leasing of the Premises, Landlord hereby grants to Tenant, at no
additional charge, non-exclusive access to the risers and telephone closets in
the Building to install such optic fiber wiring (the "Telecom Cabling")
therein as may be necessary for Tenant's use of the Premises for general office
purposes (subject to such reasonable rules and regulations as may be promulgated
by Landlord from time to time), provided that Landlord has previously approved
plans and specifications prepared by Tenant indicating the locations of such
Telecom Cabling in the Building, and provided further that such Telecom Cabling
(i) does not affect the structure or safety of the Building; (ii) does not
affect the electrical, mechanical or any other system of the Building or the
functioning thereof; and (iii) does not interfere in any manner with the
operation of the Building or the provision of services or utilities to Tenant or
any other tenant of the Building. Tenant shall install and maintain the Telecom
Cabling in compliance with all present and future laws, rules and regulations of
any local, State or Federal authority having jurisdiction with respect thereto,
including, without limitation, the laws, rules and regulations of the FCC, the
Commonwealth of Virginia and any other governmental or quasi-governmental
authorities having appropriate jurisdiction over the Building or Tenant's use of
the Telecom Cabling. Tenant shall obtain all permits, licenses, variances,
authorizations and approvals that may be required in order to install and
maintain such Telecom Cabling. Tenant shall, at its sole cost and expense, be
responsible for the insurance and maintenance of the Telecom Cabling and its
compliance with all applicable laws, rules and regulations. Tenant shall
indemnify and save Landlord harmless from and against any and all loss, costs,
liabilities, damages, judgments, and expenses (including reasonable attorneys'
fees) arising in connection with the installation, operation, and maintenance of
the Telecom Cabling.

     

    2.         
  RENT.

     

    A.           Definitions. For purposes of
this Lease, the following terms shall have the following meanings:

     

    (i)           "Expenses" shall mean all
expenses, costs and disbursements (other than Taxes) paid or incurred by
Landlord in connection with the ownership, management (provided, however, that
managements fees payable by Landlord with respect to the management of the
Building shall not exceed three percent (3%) of the gross rentals of the
Building), maintenance, operation, replacement and repair of the Property,
including, without limitation, exterior common areas. Expenses shall not
include: (a) costs of tenant alterations; (b) costs of capital
improvements

    


    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (except
for costs of any capital improvements (1) made or installed for the purpose of
reducing Expenses or improving the operating efficiency of any system within the
Property, or (2) made or installed pursuant to governmental requirement or
insurance requirement first effective after the Commencement Date, which costs
shall be amortized by Landlord over the remaining economic useful life (as
determined in accordance with generally accepted accounting principles or such
other rational accounting method having general acceptability in the real estate
industry)); (c) interest and principal payments on mortgages (except interest on
the cost of any capital improvements for which amortization may be included in
the definition of Expenses) and penalties and late charges related thereto; (d)
advertising expenses and leasing commissions; (e) any cost or expenditure for
which Landlord is reimbursed, whether by insurance proceeds or otherwise, except
through Adjustment Rent (hereinafter defined); (f) the cost of any kind of
service furnished to any other tenant in the Building which Landlord does not
generally make available to all tenants in the Building; (g) legal expenses,
including negotiating leases, except as expressly provided herein; (h) salaries
and fringe benefits of employees above the grade of building manager; (i)
depreciation expenses on any fixed assets (except as set forth above in
connection with costs of capital improvements which may be included in the
definition of Expenses); or (j) Taxes. Expenses shall be determined on a cash or
accrual basis, as Landlord may elect, based on generally accepted accounting
principles, consistently applied. Tenant acknowledges that for purposes of this
Lease, "Expenses" shall also
include Landlord's or the Building's share of any costs, charges or assessments
incurred by Landlord or charged against the Building (1) for the common
maintenance, security or operations of the Building and one or more surrounding
buildings and (2) in connection with any easement, restrictive covenant or other
agreement relating to the Building.

     

    (ii)           "Rent" shall mean Base Rent,
Adjustment Rent and any other sums or charges due by Tenant
hereunder.

     

    (iii)           "Taxes" shall mean all taxes,
assessments and fees, general or special, extraordinary or ordinary or foreseen
or unforeseen, now or hereafter assessed, imposed or levied upon the Property
(except for that portion thereof that is allocable by Landlord (on a rentable
square foot basis) to the retail space in the Building), the property of
Landlord located therein or the rents collected therefrom, by any governmental
entity based upon the ownership, leasing, renting or operation of the Property,
including, without limitation, those related to school, public betterment,
general or local improvements and operations or imposed in connection with any
business improvement or special taxing district, storm water management taxes,
assessments or fees and all costs and expenses of protesting any such taxes,
assessments or fees. Taxes shall not include any net income, capital stock,
succession, transfer, franchise, gift, estate or inheritance taxes; provided,
however, if at any time during the Term, a tax or excise on income is levied or
assessed by any governmental entity, in lieu of or as a substitute for or in
addition to, in whole or in part, real estate taxes or other ad valorem taxes,
such tax shall constitute and be included in Taxes.

     

    (iv)           "Tenant's Proportionate Share"
shall mean the percentage set forth in Item 8 of the Schedule which has been
determined by dividing the Rentable Square Feet of the Premises (as defined in
Item 5 of the Schedule) by the Rentable Square Feet of the Building (as defined
in Item 6 of the Schedule). Such rentable square feet have been determined using
the modified Building Owners and Managers Association method of measurement
(1996 edition).

     

    (v)           "Prime Rate" shall mean the
"Prime Rate" in effect from time to time, as published from time to time by The Wall
Street
Journal (which rate is currently calculated based upon the corporate loan
rates of the nation's largest banks.

     

    B.           Components of Rent. Tenant
agrees to pay the following amounts to Landlord at the office of the Building or
at such other place as Landlord designates:

     

    (i)           Commencing
on the Commencement Date, base rent ("Base Rent") to be
paid in monthly installments in the amount set forth in Item 7of the Schedule in
advance on or before the first day of each month of the Term, without demand,
except that Tenant shall pay one full month's Base Rent upon execution of this
Lease which shall be applied against the first full month of Base Rent due under
this Lease. The amounts set forth in the Base Rent Schedule (i.e., Item 7 of
the

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    Schedule)
represent annualized amounts, and if any Lease Year is longer or shorter than
twelve (12) full months, the annual Base Rent payable for such Lease Year shall
be prorated accordingly, based upon the number of days in such Lease Year. Base
Rent for any partial month during the Term shall be prorated on a daily basis
based upon a thirty (30)-day month and shall be paid in advance.

     

    (ii)           Commencing
on January 1, 2010, Tenant shall pay Landlord adjustment rent ("Adjustment Rent") in
an amount equal to the sum of (a) Tenant's Proportionate Share of the amount by
which Expenses for each calendar year during the Term exceed Expenses for
calendar year 2009 (the "Base Year"), plus (b)
Tenant's Proportionate Share of the amount by which Taxes for each calendar year
during the Term exceed Taxes for the Base Year. Prior to each calendar year
during the Term, or as soon as reasonably possible, Landlord shall estimate and
notify Tenant of the amount of Adjustment Rent due for such year, and Tenant
shall pay Landlord one-twelfth of such estimate on the first day of each month
during such year. Such estimate may be revised by Landlord whenever it obtains
information relevant to making such estimate more accurate and Tenant's monthly
payments of Adjustment Rent shall thereafter be increased or decreased, as the
case may be. After the end of each calendar year, Landlord shall deliver to
Tenant a statement setting forth the actual Expenses and Taxes for such calendar
year and the amount of Adjustment Rent that Tenant has paid and is payable for
such year (the "Expense Statement").
Tenant acknowledges that actual Taxes for a calendar year may not be determined
until after actual Expenses for such calendar year are determined. Accordingly,
Tenant acknowledges that Landlord may report the actual Expenses and actual
Taxes for a calendar year separately. Within thirty (30) days after receipt of
the Expense Statement, Tenant shall pay to Landlord the excess of Adjustment
Rent due for such calendar year over any payments of Adjustment Rent made by
Tenant for such year. If Tenant's estimated payments of Adjustment Rent exceed
the amount due Landlord for such calendar year, Landlord shall apply such excess
as a credit against the next payment of Rent due from Tenant under this Lease or
Landlord shall promptly refund such excess to Tenant if the Term has already
ended, provided Tenant is not then in default hereunder. For any partial
Adjustment Year (i.e., less than a full calendar year), the Expenses for the
Base Year and the Taxes for the Base Year shall be pro rated based upon the
number of days in such Adjustment Year and the resulting amounts shall be
compared to the Expenses and the Taxes for such Adjustment Year, respectively,
in determining the Adjustment Rent for such partial Adjustment Year, or at
Landlord's option, Adjustment Rent for any partial fiscal year shall be
determined by multiplying the amount of Adjustment Rent for the full calendar
year by a fraction, the numerator of which is the number of days during such
calendar year falling within the Term and the denominator of which is
365.

     

    C.           Payment of Rent. The following
provisions shall govern the payment of Rent: (i) if this Lease commences or ends
on a day other than the first day or last day of a calendar month, respectively,
the Rent for the month in which this Lease so begins or ends shall be prorated
and the monthly installments shall be adjusted accordingly; (ii) all Rent shall
be paid to Landlord without offset or deduction, and the covenant to pay Rent
shall be independent of every other covenant in this Lease; (iii) if during all
or any portion of any year (including the Base Year) the Building is not fully
rented and occupied (fully rented and occupied shall mean that ninety-five
percent (95%) of the Rentable Square Feet of the Building is occupied by tenants
under lease), Landlord may elect to make an appropriate adjustment of variable
Expenses for such year to determine the Expenses that would have been paid or
incurred by Landlord had the Building been fully rented and occupied for the
entire year and the amount so determined shall be deemed to have been the
Expenses for such year, and if at any time during any calendar year, any part of
the Building is leased to a tenant (hereinafter referred to as a "Special
Tenant") who, in accordance with the terms of its lease, provides its own
cleaning and janitorial services or electricity or other services that Tenant
does not provide for itself, then Expenses for such calendar year shall be
increased by the additional costs for cleaning and janitorial services,
electricity services and/or for such other services not provided by Tenant for
itself as reasonably estimated by Landlord that would have been incurred by
Landlord if Landlord had furnished and paid for cleaning and janitorial
services, electricity and/or such other services for the space occupied by the
Special Tenant; (iv) any sum due from Tenant to Landlord which is not paid
when due shall bear interest from the date due until the date paid at the
annual rate of two percentage (2%) points above the Prime Rate, from time to
time in effect, but in no event higher than the maximum rate permitted by law
(the "Default
Rate"); and, in addition, Tenant shall

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    pay
Landlord a late charge equal to five percent (5%) of any Rent payment which is
paid more than five (5) days after its due date; (v) if changes are made to this
Lease or the Building, changing the number of square feet contained in the
Premises or in the Building, Landlord shall make an appropriate adjustment to
Tenant's Proportionate Share; (vi) in the event of the expiration or termination
of this Lease prior to the determination of any Adjustment Rent, Tenant's
agreement to pay any such sums and Landlord's obligation to refund any such sums
shall survive the expiration or termination of this Lease, provided, however,
that Landlord may deduct from such refund any amounts then owing from Tenant to
Landlord hereunder or any amounts arising out of a Default (hereinafter defined)
by Tenant under this Lease; (vii) no adjustment to the Rent by virtue of the
operation of the rent adjustment provisions in this Lease shall result in the
payment by Tenant in any year of less than the Base Rent shown on the Schedule
or provided in Section 2.B; (viii) Landlord may at any time change the fiscal
year of the Building; (ix) each amount owed to Landlord under this Lease for
which the date of payment is not expressly fixed shall be due on the date listed
on the statement showing such amount is due, but in no event earlier than five
(5) days after Tenant's receipt of the statement; (x) if Landlord fails to give
Tenant an estimate of Adjustment Rent prior to the beginning of any calendar
year, Tenant shall continue to pay Adjustment Rent, at the rate for the previous
calendar year until Landlord delivers such estimate or notice, at which time
Tenant shall pay retroactively the increased amount, if any, for all previous
months of such calendar year; and (xi) if Landlord permits Tenant to take
possession of the Premises prior to the Commencement Date, such tenancy shall be
by the day and Tenant shall be responsible for payment of Rent, in advance, at
the rate of one-thirtieth (1/30th) of the monthly Rent as set forth above for
each day of such occupancy prior to the Commencement Date, and Tenant shall
comply fully with all other terms and provisions of this Lease upon Tenant's
possession of the Premises.

     

    D.          Audit
Right.

     

    Within
ninety (90) days of receipt of an Expense Statement, Tenant shall be entitled to
the following audit right. Such audit right shall be exercisable by Tenant
providing Landlord with a written notice of its exercise of such audit right and
a statement enumerating the reasons for Tenant's objections to such Expense Statement. If, within
ninety (90) days after Landlord's receipt of Tenant's written notice and
statement, Landlord and Tenant are unable to resolve Tenant's objections, then,
not later than fifteen (15) business days after the expiration of such ninety
(90)-day period, Tenant shall notify Landlord that it wishes to employ an independent
accounting firm reasonably acceptable to Landlord to inspect and audit
Landlord's books and records. If Tenant elects to employ such accountant
as set forth above, then Tenant
shall deliver to Landlord a confidentiality and nondisclosure agreement
reasonably satisfactory to Landlord executed by such accountant,
and provide Landlord not less than thirty (30) days notice of the date on
which the accountant desires to examine Landlord's books and records during
regular business hours; provided, however, that such date shall be between
thirty (30) and ninety (90) days after Tenant delivers to Landlord such notice. The
firm engaged by Tenant to conduct such audit cannot be compensated on a
"contingency" or "success fee" basis. Such audit shall be limited to a
determination of whether Landlord calculated the Expense Statement in accordance
with the terms and conditions of this Lease_ All costs and expenses of any
such audit shall be paid by Tenant, except as otherwise expressly set
forth below. Any audit performed pursuant to the terms of this section shall be
conducted only by an independent certified public accounting firm reasonably
acceptable to Landlord. Notwithstanding anything contained herein to the
contrary, Tenant shall be entitled to exercise its right to audit pursuant to
this Section 2(D) only in strict accordance with the foregoing procedures and
each such audit shall relate only to the most recent calendar year covered by
the audited Expense Statement. Notwithstanding anything contained in this Section 2(D)
to the contrary, if, upon a final resolution of any dispute between
Landlord and Tenant regarding an Expense Statement (it being understood
that the results of Tenant's audit shall not be dispositive or binding on
Landlord), it is determined that a demonstrated error was made in the audited
Expense Statement for such Adjustment Year and as a result of such error the
amount of Expenses for such Adjustment Year where overstated by more than five
percent (5%), Landlord shall reimburse Tenant for Tenant's reasonable
out-of-pocket costs and expenses incurred in connection with the audit of such
Expense Statement, but in no event more than Seven Thousand Five Hundred
Dollars ($7,500.00).

     

    E.           Rent
Abatement.

    


    


    
      
         

      

      
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    The
monthly installments of Base Rent for the Premises otherwise due and payable for
the first six (6) months of the Term following the Commencement Date shall be
abated (the "Rent Abatement"). Notwithstanding the foregoing, in the event that
Tenant is in default under the Lease at any time during the Term, that
percentage of the Rent Abatement equal to the percentage of the Term remaining
after the occurrence of such event shall immediately become due and payable by
Tenant to Landlord. The provisions of this Section 2(E) shall neither be deemed
to be a limitation of nor an alternative to the provisions of Section 16 of the
Lease and the remedies therein provided, but shall be deemed to be an additional
remedy.

     

    3.           
USE. Tenant agrees that
it shall occupy and use the Premises only as first-class non-governmental
business offices, in accordance with applicable zoning regulations, and for no
other purposes. Tenant shall, at its own cost and expense, comply with all
federal, state and municipal laws, ordinances, rules and regulations issued by
any governmental authority and all covenants, conditions and restrictions of
record which relate to the condition, use or occupancy of the Premises. In
addition, if Landlord makes any alteration in or to any part of the Property in
order to comply with any requirement of any laws, ordinances, regulations, and
orders of any governmental, quasi-governmental, public or other authority having
jurisdiction over the Property and such requirement is a result of Tenant's
particular business or use of the Premises, then Tenant shall reimburse Landlord
upon demand for the cost thereof. Without limiting the foregoing, Tenant shall
not cause, nor permit, any Hazardous Materials (hereinafter defined) to be
brought upon, produced, stored, used, discharged or disposed of in, on or about
the Property without the prior written consent of Landlord and then only in
compliance with all applicable Environmental Laws (hereinafter defined);
provided, however, that Tenant shall be permitted to use and keep in the
Premises such cleaning, copier and other supplies as are reasonable and
customary for office use, provided that Tenant uses, stores and disposes of same
in accordance with all applicable Environmental Laws. Tenant shall not commit
waste or use the Premises in any way as to constitute a nuisance. All common
areas within the Building shall be designated as "non-smoking" and Tenant shall
cooperate with Landlord in enforcing such non-smoking rule. To the
extent Tenant desires to allow people to smoke within the Premises,
Tenant shall designate specific smoking areas within the Premises provided
however that such areas must be properly ventilated and Tenant shall cause any
smokers in the Premises to use such smoking areas. As used in this Lease, the
term "Hazardous
Materials" shall include, without limitation: (i) those substances included within
the definitions of "hazardous substances", "hazardous materials," toxic
substances," or "solid waste" in the Comprehensive Environmental Response
Compensation and Liability Act of 1980 (42 U.S.C. §9601 et seq.) ("CERCLA"), as amended
by Superfund Amendments and Reauthorization Act of 1986 ("SARA"), the Resource
Conservation and Recovery Act of 1976 ("RCRA"), and the Hazardous Materials
Transportation Act, and in the regulations promulgated pursuant to said
laws, all as amended; (ii) those substances listed in the United States
Department of Transportation Table (49 CFR 172.101 and amendments thereto) or by
the Environmental Protection Agency (of any successor agency) as hazardous
substances (40 CFR Part 302 and amendments thereto); and (iii) any material, waste or substance which is
(A) petroleum,
(B) asbestos, (C) polychlorinated biphenyl,
(D) designated as a "hazardous substance" pursuant to Section 311 of the
Clean Water Act, 33 U.S.C. §1251 et seq. (33 U.S.C.
§1321) or listed pursuant to Section of the Clean Water Act (33 U.S.C. §1317);
(E) flammable explosives; or (F) radioactive materials; (iv) all federal, state
or local laws, statutes, regulations, rules, ordinances, codes, standards,
orders, licenses and permits of any governmental authority or issued or
promulgated thereunder shall be referred to as the "Environmental Laws".
Landlord represents to Tenant that as of the date of this Lease, except as may
have been previously disclosed to Tenant in writing, to Landlord's knowledge,
the Building is free from Hazardous Materials in violation of any Environmental
Laws. In the event that there exists on the Property any Hazardous Materials in
violation of any Environmental Laws, except for Hazardous Materials introduced
by Tenant, its agents, contractors, employees, assignees or subtenants, and, if
an order (after all final appeals have been exhausted) of any court or
governmental entity requires that such violation be cured, then Landlord shall
promptly cure such violation, or cause such violation to be cured, at no cost to
Tenant.

     

    4.        
   CONDITION OF
PREMISES. Tenant's taking possession of the Premises for beneficial use
in the conduct of its business therein shall be conclusive evidence that the
Premises were in good order and satisfactory condition when Tenant took
possession. No agreement of Landlord to alter, remodel, decorate, clean
or improve the Premises or the Property (or to provide Tenant with any credit or
allowance for the same), and no representation regarding the condition of the
Premises or the Property,

    


    
      
         

      

      
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    have been
made by or on behalf of Landlord or relied upon by Tenant, except as stated in
the Work Agreement attached hereto as Exhibit B. Provided Tenant has delivered
to Landlord evidence reasonably satisfactory to Landlord that all insurance
required to be carried by Tenant hereunder is effective, then, subject to the
terms and conditions set forth below, Tenant and its consultants and contractors
shall be permitted to enter the Building and the Premises during the ten (10)
day period immediately preceding the Commencement Date (the "Pre-Occupancy
Period") for the purpose of installing Tenant's voice and data cabling and
wiring, furniture, fixtures and equipment in the Premises; provided that such
access by Tenant during the Pre-Occupancy Period shall not interfere with, or
delay the completion of, the Tenant Work. Tenant shall not be required to pay
any Base Rent or any other cost or charge in connection with its entry into the
Premises during the Pre-Occupancy Period unless Tenant commences to undertake
its business operations therein during the Pre-Occupancy Period. In connection
with the undertaking of any work by Tenant in the Premises during the
Pre-Occupancy Period, Tenant's contractors shall comply with all reasonable
rules and regulations promulgated by Landlord in connection with the performance
of work in the Building. Landlord shall determine, and give reasonable advance
notice to Tenant of, the days and hours of the day during which Tenant's
contractors may undertake work in the Premises during the Pre-Occupancy Period
in order to coordinate such schedules with those of the contractors and
subcontractors performing portions of the Tenant Work, which schedule shall be
subject to change by Landlord upon reasonable advance notice to Tenant. Any
delay in Landlord's substantially completing the Tenant Work which results from
(i) Tenant's contractors' failure to abide by the terms of such schedule, or
(ii) interference by Tenant's contractor(s) with the contractors and/or
subcontractors undertaking the Tenant Work shall constitute a Tenant Delay and
the Commencement Date shall be deemed to have occurred as of the date the
Commencement Date would have otherwise occurred but for such Tenant
Delay.

     

    5.       
    BUILDING SERVICES.

     

    A.          Basic Services. Landlord shall
furnish the following services:   (i) heating, ventilating and
air conditioning to provide a temperature condition required, in Landlord's
reasonable judgment, for comfortable occupancy of the Premises under normal
business operations based upon reasonable occupancy levels, daily from 8:00 a.m.
to 6:00 p.m. (Saturday from 9:00 a.m. to 1:00 p.m.), Sundays and holidays
excepted; (ii) water for drinking, and, subject to Landlord's approval, water at
Tenant's expense for any private restrooms and office kitchen requested by
Tenant; (iii) men's and women's restrooms at locations designated by Landlord,
in common with other tenants of the Building; (iv) janitor service in the
Premises and common areas of the Building, weekends and holidays excepted,
including periodic outside window washing of the perimeter windows in the
Premises not less than twice per year; (v) maintenance of exterior common areas
of the Building, including snow removal as necessary and maintenance of the
landscaped areas; (vi) passenger elevator service in common with Landlord and
other tenants of the Building, 24 hours a day, 7 days a week; provided, however,
that Landlord shall have the right to remove passenger and freight elevators
from service as the same shall be required for moving freight or for servicing
or maintaining the elevators and/or the Building, provided that at least one
elevator shall be in service at all times; and (vii) freight elevator service
daily, weekends and holidays excepted, upon request of Tenant and subject to
scheduling and reasonable charges by Landlord.

     

    B.          Electricity. At Landlord's
option, the Premises shall be submetered by Landlord, at Tenant's sole cost and
expense, if Landlord reasonably determines that Tenant's use of electricity is
excessive. Notwithstanding anything to the contrary contained herein, Landlord
and Tenant acknowledge that excess consumption costs with respect to Tenant's
consumption of electricity shall mean costs incurred by Landlord arising out of
Tenant's electricity consumption (i) after normal building hours which
materially exceeds the after-hours consumption of an average tenant of the
Building, or (ii) in excess of five (5) watts per rentable square foot of the
Premises (exclusive of Building standard HVAC and lights) ("Ordinary Electrical
Consumption") and the cost of any additional wiring or other improvements
to the Building as may be occasioned by or required as a result of any such
excess use. If Landlord elects to submeter the Premises pursuant to this Section
5(B), Tenant shall pay Landlord, within thirty (30) days after Tenant's receipt
of an invoice therefor, the cost of the amount of electricity consumed in the
Premises which exceeds Ordinary Electrical Consumption. All electricity used
during the performance of janitor service, or the making of any alterations or
repairs in or to the Premises, or the operation of any special air conditioning
systems serving the Premises, shall be paid for by Tenant.

     

    
      
         

      

      
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    C.          Telephones.  Tenant
shall arrange for telephone service directly with one or more of the public
telephone companies servicing the Building and shall be solely responsible for
paying for such telephone service. If Landlord acquires ownership of the
telephone cables in the Building, at any time, Landlord shall permit Tenant to
connect to such cables on such terms and conditions as Landlord may prescribe.
In no event does Landlord make any representation or warranty with respect to
telephone service in the Building and Landlord shall have no liability with
respect thereto.

     

    D.          Additional Services. Landlord
shall not be obligated to furnish any services other than those stated above. If Landlord elects
to furnish services requested by Tenant in addition to those stated above
(including, without limitation, services at times other than those stated
above), Tenant shall pay one hundred ten percent (110%) of Landlord's cost to
furnish such services. If Tenant shall fail to make any such payment, Landlord
may, without notice to Tenant and in addition to all other remedies available
to Landlord, discontinue any
additional services. No discontinuance of any such service shall result in
any liability of Landlord to Tenant or be considered as an eviction or a
disturbance of Tenant's use of the Premises. In addition, if Tenant's
concentration of personnel or equipment adversely affects the temperature or
humidity in the Premises or the Building, Landlord may install supplementary air
conditioning units in the
Premises, and Tenant shall pay one hundred ten percent (110%) of the cost of
such air conditioning units and of the installation, operation and
maintenance thereof. Notwithstanding the foregoing, Landlord shall provide
after-hours HVAC service to the Premises at the then-prevailing rate for the
provision of such service. The current rate for such services is Forty-Five
Dollars ($45.00) per hour, which
rate is subject to change from time to time in Landlord's reasonable discretion
based upon the prevailing rate for the Building. After-hours HVAC service
will be provided to Tenant upon Tenant's request, provided that (i) Tenant's
request for such after-hours HVAC service for any weekday (other than a holiday)
is received by Landlord from Tenant prior to 1:00 p.m. on such weekday, and (ii)
Tenant's requests for such after-hours HVAC service for any Saturday, Sunday or
holiday is received by Landlord from Tenant prior to 12:00 Noon on the previous
business day.

     

    E.           Failure or Delay in Furnishing
Services. Tenant agrees that Landlord shall not be liable for damages for
failure or delay in furnishing any service stated above if such failure or delay
is caused, in whole or in part, by any one or more of the events stated in
Section 26.1, below, nor shall any such failure or delay be considered to be an
eviction or disturbance of Tenant's use of the Premises, or relieve Tenant from
its obligation to pay any Rent when due or from any other obligations of Tenant
under this Lease. Landlord agrees to use its reasonable efforts to cure such
failure or delay after Tenant has notified Landlord thereof. Notwithstanding the
foregoing, in the event that for any reason not caused by Tenant (or any of its
employees, contractors, agents, subtenants, invitees or assignees) or an event
of force majeure, any interruption or stoppage of any Essential Service
(hereinafter defined) Landlord is required hereunder to provide to the
Building shall continue for more than ten (10) consecutive business days
and shall render at least thirty percent (30%) of the Premises unusable for the
purposes permitted hereunder and Tenant shall actually cease to conduct business
in such portion of the Premises, then, provided no default hereunder exists, the
portion of Base Rent and Adjustment Rent attributable to such unusable area shall, commencing on the
eleventh (11th) business day after such interruption or stoppage (but in
no event earlier than ten (10) business days after receipt from Tenant of
written notice that Tenant has experienced such an interruption or stoppage),
abate until the earlier of the date that (i) Tenant again uses such portion of
the Premises, or (ii) such portion of the Premises is again usable. As used
herein, the term "Essential
Service" means
electricity, HVAC service, the provision of restroom facilities and
elevator service for passengers.

     

    F.          Access to Building and
Premises. Tenant shall have access to the Building and Premises
twenty-four (24) hours a day, seven (7) days a week, subject to applicable law,
casualty, condemnation, force majeure and other events not within the reasonable
control of Landlord. Landlord shall provide an electronic access system with
computerized card access at the front entrance of the Building and controlled
access to each floor through elevator card access controls. Prior to the
Commencement Date, Landlord shall initially provide, at no cost to Tenant, 25
access cards. Tenant shall pay Landlord for each replacement access card.
Landlord, its agents, employees or contractors, shall not be responsible for any
damage or injury to Tenant, its employees, invitees or others, or their
property, resulting from any failure, action or inaction of the Building access
system.

     

    G.          Signage.  A nameplate identifying
Tenant shall be posted on the Building directory (or displayed electronically)
and on the suite entry door(s) of the Premises by Landlord, in such
places,

    


    
      
         

      

      
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    number,
size, color and style as are reasonably determined by Landlord. Such nameplates
and letters shall conform harmoniously with the Building's design and interior
decoration. Any additions or changes after the Commencement Date (other than
additions or changes relating to the leasing of additional space in the Building
by Tenant) to either the Building directory listing or the nameplate on the
suite entry door(s) for Tenant of the Premises shall be made by Landlord at
Landlord's reasonable discretion and at Tenant's sole cost.

     

    H.           Common Areas. If the common
areas of the Building are in violation of any law or regulation applicable to
the Building, and if an order (after all final appeals have been exhausted) of
any court or governmental entity requires that such violation be cured, then
Landlord shall promptly cure such violation. Notwithstanding the foregoing, if
the requirement that is violated results from Tenant's particular use of the
Premises or any alteration,
improvement or addition made by, or on behalf of, Tenant in the Premises or
Tenant or any of its agents, contractors, subtenants, assignees, invitees
or employees otherwise caused such violation or was responsible for maintaining
the item in violation pursuant to the terms hereof, then Tenant shall pay for or
reimburse Landlord for the reasonable cost to cure such violation.

     

    6.          
 RULES AND
REGULATIONS. Tenant shall observe and comply, and shall cause its
subtenants, assignees, invitees, employees, contractors and agents to observe
and comply, with the Rules and Regulations listed on Exhibit C attached hereto
and with such reasonable modifications and additions thereto as Landlord may
make from time to time of which Landlord notifies Tenant. Landlord shall not be
liable for failure of any person to obey the Rules and Regulations. Landlord
shall not be obligated to enforce the Rules and Regulations against any person,
and the failure of Landlord to enforce any such Rules and Regulations shall not
constitute a waiver thereof or relieve Tenant from compliance therewith,
provided, however, that Landlord shall not discriminate against Tenant in the
enforcement of such Rules and Regulations. To the extent the terms of this Lease
conflict with the Rules and Regulations the terms of this Lease shall
prevail.

     

    7.          
 CERTAIN RIGHTS RESERVED
TO LANDLORD. Landlord reserves the following rights, each of which
Landlord may exercise without notice to Tenant (except as otherwise expressly
set forth herein) and without
liability to Tenant, and the exercise of any such rights shall not be deemed to
constitute an eviction or disturbance of Tenant's use or possession of
the Premises and shall not give rise to any claim for set-off or abatement of
Rent or any other claim: (a) to change the name or street address of the
Building or the suite number of the Premises; (b) to install, affix and maintain
any and all signs on the exterior or interior of the Building or the Property;
(c) to make repairs, decorations, alterations, additions or improvements,
whether structural or otherwise, in and about the Property, including, without
limitation, reconfiguring parking areas, driveways, walkways and other exterior
common areas, and for such purposes to enter upon the Premises (upon at least
twenty-four (24) hours notice except in the case of emergencies), temporarily close doors,
corridors and other areas of the Property and interrupt or temporarily
suspend services or use of common areas, provided however that Landlord shall
use reasonable efforts not to interfere with the operation of Tenant's business
in the Premises; provided, further, that Tenant agrees to pay Landlord for
overtime and similar expenses incurred if such work is done other than during
ordinary business hours at Tenant's request; (d) to retain at all times, and to
use in appropriate instances, keys to all doors within and into the Premises;
(e) to grant to any person or to reserve unto itself the exclusive right to
conduct any business or render any service in the Building; (f) to inspect the
Premises at reasonable times and upon reasonable notice (except in the case of
emergencies) and, if vacated or abandoned, to prepare the Premises for
reoccupancy; (g) to install, use and maintain in and through the Premises pipes,
conduits, wires and ducts serving the Property, provided that such installation,
use and maintenance does not unreasonably interfere with Tenant's use of the
Premises; (h) to take any other action which Landlord deems reasonable in
connection with the operation, maintenance, marketing, improvement or
preservation of the Property; and (i) to approve the weight, size and location of safes or other heavy
equipment or articles, which articles may be moved in, about or out of
the Building or Premises only at such times and in such manner as Landlord shall
direct, at Tenant's

     

    sole risk
and responsibility.

     

    8.        
   MAINTENANCE AND REPAIRS.

     

    A.           General Obligations. Tenant,
at its expense, shall maintain and keep the Premises in clean, safe, sanitary
and good order, condition and repair at all times during the Term. Except as
otherwise provided in this Lease and except to the extent that the necessity for
such maintenance is due

    
 

    
      
         

      

      
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    to any
act or omission of Tenant, its agents, contractors, subtenants, assignees,
invitees or employees, or Tenant is otherwise responsible for such maintenance
pursuant any provision of this Lease, Landlord shall maintain and repair the
base Building structure (including the roof, foundation, exterior walls and load
bearing walls), the base Building systems which do not exclusively serve the
Premises and all building-standard common area elements installed by Landlord.
All building standard bulbs, tubes and lighting fixtures for the Premises shall
be provided and installed by Landlord, which cost shall be part of
Expenses.

     

    B.           Noise and Vibration. Business
machines and mechanical equipment belonging to Tenant which cause noise or
vibration that may be transmitted to the structure of the Building or to any
space therein to such a degree as to be objectionable to Landlord or to any
tenant in the Building shall be installed and maintained by Tenant, at Tenant's
expense, on vibration eliminators or other devices sufficient to eliminate such
noise and vibration, and if such noise and/or vibration is not so eliminated,
Landlord shall have the right to require Tenant to remove such machines and/or
equipment from the Premises.

     

    9.           
ALTERATIONS; SIGNS.

     

    A.           Requirements. Tenant shall not
make any replacement, alteration, improvement or addition to or removal from the
Premises, including without limitation the Tenant Work (collectively an
"Alteration"), without the prior written consent of Landlord. Notwithstanding
the foregoing, Landlord's consent shall not be unreasonably withheld,
conditioned or delayed, unless the proposed Alterations could, in Landlord's
reasonable judgment (i) affect the structure or safety of the Building; (ii)
affect the electrical, plumbing or mechanical systems of the Building or the
functioning thereof; (iii) be or become visible from the exterior of the
Premises; or (iv) interfere with the operation of the Building or the provision
of services or utilities to other tenants in the Building. In the event Tenant
proposes to make any Alteration, Tenant shall, prior to commencing such
Alteration, submit to Landlord for prior written approval: (i) detailed plans
and specifications; (ii) the names, addresses and copies of contracts for all
contractors; (iii) all necessary permits evidencing compliance with all
applicable governmental rules, regulations and requirements; (iv) evidence of
insurance in form and amounts reasonably required by Landlord, naming Landlord,
its managing agent and any other parties designated by Landlord as additional
insureds; and (v) all other documents and information as Landlord may reasonably
request in connection with such Alteration. Tenant agrees to pay Landlord's
reasonable charges for review of all such items and supervision of the
Alteration, which charges shall not exceed three percent (3%) of the hard costs
of such Alteration. Neither approval of the plans and specifications nor
supervision of the Alteration by Landlord shall constitute a representation or
warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of
such plans and specifications or the quality of workmanship or the compliance of
such Alteration with applicable law. Tenant shall pay the entire cost of the
Alteration and, if requested by Landlord, shall deposit with Landlord, prior to
the commencement of the Alteration, security for the payment and completion of
the Alteration in form and amount required by Landlord. Each Alteration shall be
performed in a good and workmanlike manner, in accordance with the plans and
specifications approved by Landlord, and shall meet or exceed the standards for
construction and quality of materials for a first-class office building in
Arlington County, Virginia. In addition, each Alteration shall be performed in
compliance with all applicable governmental and insurance company laws,
regulations and requirements. Each Alteration shall be performed by Landlord or
under Landlord's supervision, and in harmony with Landlord's employees,
contractors and other tenants. Each Alteration, whether temporary or permanent
in character, made by Landlord or Tenant in or upon the Premises (excepting only
Tenant's furniture, equipment and trade fixtures) shall become Landlord's
property and shall remain upon the Premises at the expiration or termination of
this Lease without compensation to Tenant; provided, however, that Landlord
shall have the right to require Tenant to remove such Alteration (including any
item of Tenant Work) at Tenant's sole cost and expense in accordance with the
provisions of Section 15 of this Lease. If Tenant installs any Alterations
without the consent of Landlord as set forth above then Landlord shall have the
right to remove such Alterations and Tenant shall reimburse Landlord therefor as
additional Rent. Notwithstanding anything to the contrary contained in this
Section 9(A), Tenant shall have the right to make Permitted Alterations
(hereinafter defined) in the Premises, without Landlord's consent (but with ten
(10) days prior written notice ("Permitted Alterations
Notice"), which notice shall contain a description of the Permitted
Alterations proposed to be undertaken by Tenant and state that such Alterations
are Permitted Alterations). A "Permitted Alteration"
shall mean any Alterations in the Premises which are consistent with the current
improvements in the Premises and with a first-class

    


    
      
         

      

      
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    office
building and that could not (i) affect the structure or safety of the Building;
(ii) affect the electrical, plumbing or mechanical systems of the Building or
the functioning thereof; (iii) be or become visible from the exterior of the
Premises; (iv) interfere with the operation of the Building or the provision of
services or utilities to other tenants in the Building; (v) cost more than the
lesser of Twenty-Five Thousand Dollars ($25,000.00) or the amount which when
added to all other Alterations made within the prior twelve (12) months equals
Fifty Thousand Dollars ($50,000.00); or (vi) require a permit or other
government approval to undertake. In the event that Landlord determines, in its
reasonable discretion, that the proposed Alterations are not Permitted
Alterations, and so notifies Tenant, Tenant shall apply for Landlord's consent
for such Alterations in accordance with the provisions of this Section
9(A).

     

    B.           Liens. Upon completion of any
Alteration, Tenant shall promptly furnish Landlord with sworn owner's and
contractors' statements and full and final waivers of lien covering all labor
and materials included in such
Alteration. Tenant shall not permit any mechanic's lien to be filed against the
Property, or any part thereof, arising out of any Alteration performed,
or alleged to have been performed, by or on behalf of Tenant. If any such lien
is filed, Tenant shall within ten (10) business days thereafter have such lien
released of record or deliver to Landlord a bond in form, amount, and issued by
a surety satisfactory to
Landlord, indemnifying Landlord against all costs and liabilities resulting from
such lien and the foreclosure or attempted foreclosure thereof. If Tenant
fails to have such lien so released or to deliver such bond to Landlord,
Landlord, without investigating the validity of such lien, may pay or discharge
the same, and Tenant shall reimburse Landlord upon demand for the amount so paid
by Landlord, including Landlord's
expenses and reasonable attorneys' fees.

     

    C.           Signs. No sign, advertisement
or notice shall be inscribed, painted, affixed or otherwise displayed on any
part of the exterior or interior of the Property except on the directories and
the doors of offices, and then only in such place, number, size, color and style
as is harmonious with the design of the Building and its furnishings and is
approved by Landlord in writing and provided by Landlord at Tenant's expense,
except as otherwise set forth in this Lease. If any sign, advertisement or
notice which does not conform to the foregoing is nevertheless exhibited by
Tenant, Landlord shall have the right to remove the same and Tenant shall be
liable as additional Rent for any and all reasonable expenses incurred by
Landlord in said removal.

     

    D.           Tenant's Equipment. Tenant
will not install or operate in the Premises any electrically operated equipment
or other machinery, other than standard desk top office equipment ordinarily
found in first-class office buildings in the metropolitan Washington, D.C. area,
without first obtaining the prior written consent of Landlord. Landlord shall
have the right to charge Tenant for the cost of its electricity consumption
beyond normal building hours or in excess of five (5) watts per square foot of
rentable area of the Premises (exclusive of Building standard HVAC and lights)
and for the cost of any additional wiring or other improvements to the Building
as may be occasioned by or required as a result of any such excess use. Tenant
shall not use or consume water other than for drinking, lavatory and toilet
purposes, or in unusual quantities (of which fact Landlord shall reasonably
judge), without first obtaining the prior written consent of Landlord. Tenant
shall not install any other equipment of any kind or nature whatsoever
(including, without limitation, electric space heaters and supplementary
air-conditioning units) which will or may necessitate any changes, replacements
or additions to, or in the use of, the water system, heating system, plumbing
system, air-conditioning system, or electrical system of the Premises or the
rest of the Building. Landlord may condition its consent to the installation or
use of any equipment or machinery or to the consumption of excess utilities upon
the payment by Tenant of Additional Rent in compensation for any excess
consumption of utilities and for the cost of additional wiring, piping or other
improvements to the Building as may be occasioned by the operation of said
equipment or machinery or by said excess use of utilities. In the event of any
excessive consumption of any utilities (including without limitation any
consumption beyond normal building hours), Landlord shall be entitled to require
that Tenant install in the Premises (at Tenant's cost and in a location approved
by Landlord) submeters to measure Tenant's utility consumption for the Premises
or for any specific equipment causing excess consumption, as Landlord shall
require; in which case, Tenant shall maintain in good order and repair (and
replace, if necessary) such submeters. If submeters are installed for measuring
Tenant's consumption of any utilities, Tenant shall pay the costs of the same to
Landlord as Additional Rent, within fifteen (15) days of its receipt of a bill
therefor based on such submeter readings. Whenever heat generating machines or equipment are
used in the Premises, Landlord reserves the right to require Tenant to
install supplementary air conditioning units in the Premises and any cost
associated therewith shall be paid by Tenant, including any cost of
installation, operation and maintenance thereof.

     

    
      
         

      

      
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    10.           INSURANCE. Landlord and Tenant agree to provide
insurance and allocate the risks of loss as follows:

     

    A.           Tenant's
Insurance

     

    (i)           Tenant, at its sole cost and expense
but for the mutual benefit of Landlord (when used in this Section 10.A
the term "Landlord" shall
include Landlord's managing agent, partners, beneficiaries, officers, agents,
servants and employees and the term "Tenant" shall include
Tenant's partners, beneficiaries, officers, agents, servants and employees),
agrees to purchase and keep in force and effect during the Term hereof,
insurance under an "all risk" fire and extended coverage policy on all
alterations, additions, and improvements in the Premises and on all personal
property located in the Premises, protecting Tenant from damage or other loss
caused by fire or other casualty, including but not limited to vandalism and
malicious mischief, perils covered by extended coverage, theft, sprinkler
leakage, water damage (however caused), explosion malfunction or failure of
heating, and cooling or other apparatus, and other similar risks in amounts not
less than the full insurable replacement value of such property. Such property
insurance shall name Landlord as a "loss payee" and shall provide that it is
specific and noncontributory and shall contain a replacement cost endorsement.
Such insurance shall also contain a clause pursuant to which the insurance
carriers waive all rights of subrogation against Landlord with respect to losses
payable under such policies.

     

    (ii)           Tenant
shall maintain commercial general liability insurance covering Tenant as the
insured party against claims for bodily injury and death and property damage
occurring in or about the Premises, with limits of not less than One Million
Dollars ($1,000,000.00) per occurrence and Three Million Dollars ($3,000,000.00)
general aggregate. Such insurance shall include contractual liability insurance
with respect to the indemnity provisions of this Lease and
otherwise.

     

    (iii)           All
policies required to be carried by Tenant under this Lease shall be issued by
insurers of recognized responsibility licensed to do business in the
Commonwealth of Virginia with a Best's rating of A-NIII or better and shall name
Landlord, its mortgagees and management agent as additional insureds. Tenant
shall, prior to commencement of the Term, furnish to Landlord certificates
evidencing such coverage, which certificates shall state that such insurance
coverage may not be changed or canceled without at least thirty (30) days' prior
written notice to Landlord and Tenant. In the event Tenant shall fall to procure
such insurance, Landlord may at its option after giving, Tenant no less than ten
(10) days' prior written notice of its election to do so procure the same for
the account of Tenant and the cost thereof shall be paid to Landlord as
additional Rent upon receipt by Tenant of bills therefor.

     

    B.           Landlord's Insurance. Landlord
agrees to purchase and keep in force and effect commercial general liability
insurance in an amount not less than Three Million Dollars ($3,000,000.00) and
"all risk" fire and extended insurance on the Building and its improvements (not
including, however, any improvements, alterations or additions in Tenant's
Premises or other tenants' premises) against fire or other casualty covered by
extended coverage. Such property insurance shall also contain a clause pursuant
to which the insurance carriers waive all rights of subrogation against Tenant
with respect to losses payable under such policies.

     

    C.           Risk of Loss. By this Section
10, Landlord and Tenant intend that the risk of loss or damage as described
above be borne by responsible insurance carriers to the extent above provided,
and Landlord and Tenant hereby agree to look solely to, and to seek recovery
only from, their respective insurance carriers in the event of a loss of a type
described above to the extent that such coverage is required to be provided
hereunder. For this purpose, any applicable deductible amount shall be treated
as though it were recoverable under such policies. Landlord and Tenant agree
that applicable portions of all monies collected from such insurance shall be
used toward the full compliance with the obligations of Landlord and Tenant
under this Lease in connection with damage resulting from fire or other casualty
or other event giving rise to a claim under such policies of
insurance.

     

    11.           TENANT'S
AND LANDLORD'S RESPONSIBILITIES.

     

    A.           Tenant's Responsibilities.
Subject to the provisions of Section 10.C hereof and to the extent permitted by
law, Tenant shall assume the risk of responsibility for, have the obligation to
insure

    
 

    
      
         

      

      
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    against,
and indemnify Landlord, its members, partners, and their officers, directors,
agents and employees (collectively, the "Landlord Indemnified
Parties") and hold the Landlord Indemnified Parties harmless from, any
and all liability for any loss, damage, injury, cost or expense incurred by the
Landlord Indemnified Parties and occasioned by or in any way related to or
connected with (i) the use and occupancy of the Premises or the Property by
Tenant, its agents, employees, invitees, and any other persons who gain access
to the Premises including, without limitation, any violation of the Americans
with Disabilities Act and any zoning, health, Environmental Law or other law,
ordinance, order, rule or regulation of any governmental body or agency, (ii)
the negligence or the intentionally wrongful acts or omissions of Tenant, its
agents, employees and invitees, and (iii) injury or death to individuals or
damage to property sustained in or about the Premises, except to the extent such
loss or damage results from the negligence or willful misconduct of such
Landlord Indemnified Parties. Tenant's obligation to indemnify Landlord
hereunder shall include the duty to defend against any claims asserted by reason
of such loss, damage or injury and to pay any judgments, settlements, costs,
fees and expenses, including attorneys' fees, incurred in connection therewith.
Without limiting Landlord's rights or remedies provided in Section 16 of this
Lease and except for any violation or default under Sections 17, 20 or 21 of
this Lease, Tenant shall not have any liability to Landlord on account of any
claims by Landlord for any consequential damages suffered by Landlord; provided
that the foregoing shall not be deemed to be a waiver by Landlord of any right
Landlord may have pursuant to the terms of this Lease to be indemnified and/or
held harmless by Tenant from and against any consequential damages to the extent
that such damages are part of a claim of a third party from or against which
Landlord is so entitled to be indemnified and/or held harmless.

     

    B.           Landlord's Responsibilities.
Subject to the provisions of Section 10.C hereof and to the extent permitted by
law, Landlord shall assume the risk of responsibility for, have the obligation
to insure against, and indemnify, Tenant, its members, partners, and their
officers, directors, agents and employees (collectively, the "Tenant Indemnified
Parties") and hold the Tenant Indemnified Parties harmless from, any and
all liability for any loss of or damage or injury to any person (including,
without limitation, death resulting therefrom) or property to the extent
resulting directly from any negligence or willful misconduct of Landlord or any
agent or employee of Landlord in connection with the management, repair,
maintenance or use of the common areas of the Property, except to the extent any
such loss or damage results from the negligence or willful misconduct of such
Tenant Indemnified Parties. Landlord's obligation to indemnify Tenant hereunder
shall include the duty to defend against any claims asserted by reason of such
loss, damage or injury and to pay any judgments, settlements, costs, fees and
expenses, including attorneys' fees, incurred in connection
therewith.

     

    12.           FIRE
OR OTHER CASUALTY

     

    A.           Destruction of the Building.
If the Building should be substantially destroyed (which, asused herein,
means destruction or damage to at least 75% of the Building) by fire or other
casualty, Landlord may, at its option, terminate this Lease by giving written
notice thereof to Tenant within (30) days after such casualty. In such event,
the Rent shall be apportioned to and shall cease to accrue as of the date of
such casualty. In the event Landlord does not exercise this option, then the
Premises shall be reconstructed and restored, at Landlord's expense, to
substantially the same condition as they were prior to the
casualty.

     

    B.           Destruction of the Premises.
If the Premises are damaged, in whole or in part, by fire or other casualty, but
the Building is not substantially destroyed as provided above or if Landlord
does not terminate this Lease in accordance with Section 12.A, then the parties
hereto shall have the following options:

     

    (i)           If
the Premises are damaged as a result of fire or other casualty and the damage to
the Premises is so extensive that, in Landlord's reasonable judgment, the
Premises cannot be reconstructed or restored within two hundred ten (210) days
after such casualty to substantially the same condition as they were in prior to
such casualty, Landlord may terminate this Lease by written notice given to
Tenant within thirty (30) days after the casualty. If, in Landlord's reasonable
judgement, the Premises cannot be reconstructed or restored within two hundred
ten (210) days after such casualty to substantially the same condition as they
were in prior to such casualty, but nonetheless Landlord does not so elect to
terminate this Lease, then Landlord shall notify Tenant, within thirty (30) days
after the casualty, of the amount of time necessary, as

    


    
      
         

      

      
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    reasonably
estimated by Landlord, to reconstruct or restore the Premises. After receipt of
such notice from Landlord, Tenant may elect to terminate this Lease. This
election shall be made by Tenant by giving written notice to Landlord within
fifteen (15) days after the date of Landlord's notice. If neither party
terminates this Lease pursuant to the foregoing, Landlord shall proceed to
reconstruct and restore the Premises to substantially the same condition as they
were in prior to the casualty. In such event this Lease shall continue in full
force and effect to the balance of the Term, upon the same terms, conditions and
covenants as are contained herein; provided, however, that if the damage is such
so as to make the Premises or any substantial part thereof untenantable for five
(5) consecutive business days after the casualty and Tenant ceases to use such
untenantable area, then the Base Rent and Adjustment Rent shall be abated in the
proportion which the approximate area of the untenantable portion bears to the
total area in the Premises, from the date of the casualty until the earlier of
the date that Tenant again uses such space or the date that the reconstruction
or restoration work which Landlord is obligated to perform hereunder has been
substantially completed. If such damage or destruction shall result from the
fault of Tenant, its agents, servants or invitees, Tenant shall not be entitled
to any such abatement of Base Rent. In addition, Tenant shall make all insurance
proceeds which it receives as a result of such damage available to Landlord for
use in reconstructing or restoring the Premises.

     

    (ii)           Notwithstanding
the above, if more than fifty percent (50%) of the Premises are rendered
untenantable as a result of a casualty occurring during the last twelve (12)
months of the Term, either party
hereto shall have the right to terminate this Lease as of the date of the
casualty, which right shall be exercised by written notice to be given by
either party to the other party within thirty (30) days therefrom. If this right
is exercised, Base Rent and Adjustment Rent shall be apportioned to and shall
cease as of the date of the casualty. After a casualty occurs during the last twelve (12) months of the Term,
Tenant shall have no right to exercise any renewal options without first
obtaining Landlord's written consent.

     

    (iii)           If,
in Landlord's reasonable judgment, the Premises are able to be restored within
two hundred ten (210) days after such casualty to substantially the same
condition as they were prior to such casualty, Landlord shall so notify Tenant
within thirty (30) days after the casualty, and Landlord shall then proceed to
reconstruct and restore the damaged portion of the Premises, at Landlord's
expense, to substantially the same condition as it was prior to the casualty. If
such damage is such so as to make the Premises or any substantial part thereof
untenantable for five (5) consecutive business days after the casualty and
Tenant ceases to use such untenantable area, then Base Rent and Adjustment Rent
shall be abated in the proportion which the approximate area of the untenantable
portion bears to the total area in the Premises from the date of the casualty
until the earlier of the date that Tenant again uses such space or the date that
the reconstruction or restoration work which Landlord is obligated to perform
hereunder has been substantially completed, and this Lease shall continue in
full force and effect for the balance of the Term, upon the same terms,
conditions and covenants as are contained herein. If such damage or destruction
shall result from the fault of Tenant, its agents, servants or invitees, Tenant
shall not be entitled to any such abatement of Base Rent.

     

    (iv)           In
the event Landlord undertakes reconstruction or restoration of the Premises
pursuant to Sections 12.B(i),12.B(ii) or12.B(iii) above, Landlord shall use
reasonable diligence in completing such reconstruction repairs, but in the event
the damage is such so as to make the Premises or any substantial part thereof
untenantable and Landlord fails to substantially complete the same within two
hundred seventy (270) days after the date of the casualty (except however if
under Section 12.B(i), above, Landlord notified Tenant that it would take longer
than two hundred ten (210) days to reconstruct or restore the Premises, but
Tenant nonetheless elected not to terminate this Lease but required Landlord to
reconstruct or restore the Premises, then the foregoing two hundred seventy
(270) day period shall be extended to the time period set forth in Landlord's
notice plus sixty (60) days), except as a result of any of the occurrences set
forth in Section 26.1, below, Tenant may, at its option, terminate this Lease
(exercisable only by Tenant delivering to Landlord written notice thereof within
five (5) days after such right to terminate first accrues), effective as of a
date ten (10) days after receipt by Landlord of such written notice of
termination, whereupon both parties shall be released from all further
obligations and liability hereunder, except if in such ten (10) day period
Landlord substantially completes such reconstruction or restoration then such
termination shall be deemed null and void.

    


    


    
      
         

      

      
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    (v)             Notwithstanding
anything contained herein to the contrary, Landlord shall have no duty to repair
or restore the Premises or Building if the damage is due to an uninsurable
casualty or if insurance proceeds are insufficient to pay for such repair or
restoration or if the holder of any mortgage, deed of trust or similar
instrument applies proceeds of insurance to reduce its loan balance and the
remaining proceeds, if any, available to Landlord are not sufficient to pay for
such repair or restoration (not taking into consideration any deductible). If
Landlord notifies Tenant that Landlord elects not to repair or restore the
Premises or Building due to any of the foregoing circumstances, each of the
parties shall have a right to terminate this Lease as of the date of the
casualty, which right shall be exercised by written notice to be given by either
party to the other party within thirty (30) days of receipt by Tenant of
Landlord's notice set forth in this Section 12.B(v). If this right is exercised,
Base Rent shall be apportioned to and shall cease as of the date of the
casualty.

     

    13.          CONDEMNATION. If the Premises
or the Building is rendered untenantable by reason of a condemnation (or by a
deed given in lieu thereof), then either party may terminate this Lease by
giving, written notice of termination to the other party within thirty (30) days
after such condemnation, in which event this Lease shall terminate effective as
of the date of such condemnation. If this Lease so terminates, Rent shall be
paid through and apportioned as of the date on which Tenant is legally obligated
to vacate the Premises. If such condemnation does not render the Premises or the
Building untenantable, this Lease shall continue in effect and Landlord shall
promptly restore the portion not condemned to the extent reasonably
possible to the condition in which they were delivered to Tenant. In such
event, however, Landlord shall not be required to expend an amount in excess of
the proceeds received by Landlord from the condemning authority less any amounts
applied by a holder of any mortgage, deed of trust or similar instrument against
its loan balance. Landlord reserves all rights to compensation for any
condemnation. Tenant hereby assigns to Landlord any right Tenant may have to
such compensation, and Tenant shall make no claim against Landlord or the
condemning authority for compensation for termination of Tenant's leasehold
interest under this Lease or interference with Tenant's business; provided,
however, that Tenant may assert any claim that it may have against the
condemning authority for compensation for any fixtures owned by Tenant and for
any relocation expense compensable by statute, and receive such award therefor
as may be allowed in the condemnation proceedings, if such award shall be made
in addition to and stated separately from the award made to
Landlord.

     

    14.           ASSIGNMENT
AND SUBLETTING

     

    A.           Landlord's Consent. Tenant
shall not, without the prior written consent of Landlord: (i) assign, convey,
mortgage, sublease or otherwise transfer, directly or indirectly, this Lease or
any interest hereunder, or sublease the Premises, or any part thereof, whether
voluntarily or by operation of law; or (ii) permit the use or occupancy of the
Premises by any person other than Tenant and its employees. Any such assignment,
conveyance, mortgage, sublease or other transfer or use described in the
preceding, sentence (a "Transfer") occurring
without the prior written consent of Landlord shall be void and of no effect and
shall constitute a Default. Landlord's consent to any Transfer shall not
constitute a waiver of Landlord's right to withhold its consent to any future
Transfer. Landlord's consent to any Transfer or acceptance of rent from any
party other than Tenant shall not release Tenant from any covenant or obligation
under this Lease. Landlord may require as a condition to its consent to any
assignment of this Lease that the assignee execute an instrument in which such
assignee assumes the obligations of Tenant hereunder. In addition, Tenant shall
execute such guaranty or other agreement as Landlord shall request to confirm
its continuing liability hereunder. For the purposes of this Section 14.A, and
without limiting the foregoing, the transfer (whether direct or indirect, by one
or more transfers, by issuance of new interests or transfer of existing
interests) of all or a majority of equity interest in Tenant (other than the
shares of the capital stock of a corporate Tenant whose stock is publicly
traded) or the merger, consolidation or reorganization of such Tenant shall be
considered a Transfer.

     

    B.           Standards for Consent. If
Tenant desires the consent of Landlord to a Transfer, Tenant shall submit to Landlord, at least
thirty (30) days prior to the proposed effective date of the Transfer, a
written notice which includes the business terms of the assignment or
subletting, financial information and statements concerning the proposed
transferee and such other information as Landlord may reasonably require about
the proposed Transfer and the transferee, together with a non-refundable
processing fee in the amount of Five Hundred Dollars ($500.00). If Landlord does
not terminate this Lease, in whole or in part, pursuant to Section 14.C hereof,
Landlord shall not unreasonably withhold, condition or delay its

     

    
      
         

      

      
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    consent
to any assignment or sublease. Landlord shall not be deemed to have unreasonably
withheld its consent if, in the judgment of Landlord: (i) the transferee is of a
character or engaged in a business which is not in keeping with the standards or
criteria used by Landlord in leasing the Building; (ii) the financial condition
of the transferee is such that it may not be able to perform its obligations in
connection with this Lease or the sublease, as applicable; (iii) the transferee
is a tenant of, or negotiating for space in, the Building, unless, with respect
to a current tenant of the Building only, Landlord does not have, and will not
have within three (3) months, comparable space available within the Building for
a comparable term; (iv) the transferee is a governmental agency, entity or unit;
(v) Tenant is in Default under this Lease; or (vi) in the judgment of Landlord,
such a Transfer would violate any term, condition, covenant or agreement of
Landlord involving the Building or any other tenant's lease within it. If
Landlord wrongfully withholds its consent to any Transfer, Tenant's sole and
exclusive remedy therefor shall be to seek specific performance of Landlord's
obligation to consent to such Transfer.

     

    C.           Recapture. Landlord shall have
the right to terminate this Lease as to that portion of the Premises proposed to
be covered by a Transfer. Landlord may exercise such right to terminate by
giving notice to Tenant at any time within thirty (30) business days after the
date on which Tenant has furnished to Landlord all of the items required under
Section 14.B. If Landlord exercises such right to terminate, Landlord shall be
entitled to recover possession of, and Tenant shall surrender such portion of,
the Premises (with appropriate demising partitions erected at the expense of
Tenant) on the later of (i) the effective date of the proposed Transfer, or (ii)
sixty (60) days after the date of Landlord's notice of termination. In the event
Landlord exercises such right to terminate, Landlord shall have the right to
enter into a lease with the proposed transferee without incurring any liability
to Tenant on account thereof. Notwithstanding the foregoing, Landlord shall not
have the right to terminate this Lease pursuant to the terms of this Section
14(C) as to a portion of the Premises proposed to be sublet by Tenant if the sum
of the number of rentable square feet of the space proposed to be sublet plus
the number of rentable square feet of all other space in the Premises sublet
during the Term is less than fifty percent (50%) of the total number of rentable
square feet which comprise the Premises.

     

    D.         
Miscellaneous.

     

    (i)          In
the event that Landlord fails to exercise any of its options to terminate under
this Section 14 and Tenant fails to execute and deliver the assignment or
sublease to which Landlord consented within sixty (60) days after the giving of
such consent, then Tenant shall again comply with all of the provisions and
conditions of this Section 14 before assigning its interest in this Lease or
subletting any portion of the Premises.

     

    (ii)         Tenant
shall remain fully liable for the performance of all of Tenant's obligations
hereunder jointly and severally with any assignee or subtenant (as a primary
obligor) notwithstanding any subletting or assignment provided for
herein.

     

    (iii)         If
Landlord consents to any Transfer, Tenant shall pay to Landlord fifty percent
(50%) of all rent and other consideration received by Tenant (less all
reasonable out-of-pocket costs and expenses paid by Tenant in connection with
consummating such Transfer (including, but not limited to, free rent, build-out
costs and brokerage commissions)) in excess of the Rent paid by Tenant hereunder
for the portion of the Premises so transferred. Such rent shall be paid as and
when received by Tenant.

     

    (iv)         In
addition to the processing fee described in Section 16.B, Tenant shall pay to
Landlord any third party reasonable attorneys' or other fees and expenses
incurred by Landlord in connection with any proposed Transfer, whether or not
Landlord consents to such Transfer, which fees and expenses shall not exceed One
Thousand Five Hundred Dollars ($1,500.00) in the aggregate.

     

    E.         Qualified Tenant Affiliate.
Notwithstanding anything to the contrary contained herein, Tenant shall have the
right, without Landlord's consent, but with at least thirty (30) days' prior
written notice (the "Affiliate Assignment
Notice"), to assign this Lease, or sublet all or any portion of the
Premises, to a Qualified Tenant Affiliate (hereinafter defined), provided, that
the business operations of the proposed assignee or sublessee (which shall be
disclosed in the Affiliate Assignment Notice) do not conflict with any
exclusivity or other limitation that may be imposed upon Landlord. As used
herein, the term "Qualified Tenant
Affiliate" shall mean a corporation or other business entity which (i)
shall control, be controlled by or be under common control with Tenant or which
results from a merger or consolidation with Tenant or which acquires all or
substantially all of the business and assets of Tenant, (ii) is of a
type

    


     

    
      
         

      

      
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    and
quality consistent with the first-class nature of the Building,  (iii)
has the financial capacity and creditworthiness to undertake and perform the
obligations of this Lease (or has the financial capacity and creditworthiness to
undertake and perform the obligations of the sublease, as applicable), (iv) is
not a party by whom any suit or action could be defended on the ground of
sovereign immunity; and (v) in the case of a merger, consolidation or asset
acquisition, has a net worth and general creditworthiness immediately after such
merger, consolidation or asset acquisition at least equal to the net worth and
general creditworthiness of Tenant as of the date of this Lease. For purposes of
the immediately preceding sentence, "control" shall be deemed to be ownership,
directly or indirectly, of more than fifty percent (50%) of the legal and
equitable interest of the controlled corporation or other business entity. In
the event of any assignment to a Qualified Tenant Affiliate, Tenant shall remain
fully liable to perform the obligations of the Tenant under this Lease, such
obligations to be joint and several with the obligations of the Qualified Tenant
Affiliate as tenant under this Lease.

     

    15.           SURRENDER. Upon termination of
the Term or Tenant's right to possession of the Premises, Tenant shall return
the Premises to Landlord in good order and condition, ordinary wear and tear and
damage by fire or other casualty excepted; provided, however, that if Tenant is
insured (or required pursuant to this Lease to be insured) for any such damage,
Tenant shall, at the election of Landlord, either (ii) apply the insurance
proceeds (or the amount Tenant would have received as insurance proceeds had
Tenant maintained the insurance required pursuant to this Lease) to repair such
damage or (ii) surrender such insurance proceeds (or the amount Tenant would
have received as insurance proceeds had Tenant maintained the insurance required
by this Lease) to Landlord upon surrender of the Premises. If Landlord requires
Tenant to remove any Alterations pursuant to Section 9, then such removal shall
be done in a good and workmanlike manner, and upon such removal Tenant shall
restore the Premises to its condition prior to the installation of such
Alterations. If Tenant does not remove such Alterations after request to do so
by Landlord, Landlord may remove the same and restore the Premises, and Tenant
shall pay the cost of such removal and restoration to Landlord upon demand.
Tenant shall also remove its furniture, equipment, trade fixtures and all other
items of personal property from the Premises prior to termination of the Term or
Tenant's right to possession of the Premises. If Tenant does not remove such
items, Tenant shall be conclusively presumed to have conveyed the same to
Landlord without further payment or credit by Landlord to Tenant, or at
Landlord's sole option such items shall be deemed abandoned, in which event
Landlord may cause such items to be removed and disposed of at Tenant's expense,
which shall be one hundred ten percent (110%) of Landlord's actual cost of
removal, without notice to Tenant and without obligation to compensate Tenant
except as otherwise required by law. Notwithstanding anything to the contrary
contained in this Section 15, Landlord shall only be entitled to require that
Tenant remove at the expiration or termination of the Term the following items
and restore the affected area to the condition existing prior to the
installation of any such items: Alterations or Tenant Work which involve any
vault, safe, file systems, interior staircases between floors or similar items
or any items that Landlord determines in its reasonable discretion are not
typically found in office space in first class office buildings in the Ballston
submarket of Northern Virginia or would cost more to remove than typical
leasehold improvements such as partitions typically found in office space in
first-class office buildings in the Ballston submarket of Northern Virginia. The
foregoing provisions of this Section 15 shall not be construed as Landlord's
consent to Tenant installing any of the foregoing items and any such
installation must be approved by Landlord pursuant to the terms of this
Lease.

     

    16.           DEFAULTS
AND REMEDIES.

     

    A.           Default. The occurrence of any
of the following shall constitute a default (a "Default") by Tenant
under this Lease:  (i) Tenant fails to pay any Rent when due and such
failure is not cured within five (5) days after its due date, although no legal
or formal demand has been made therefor; provided, however, that with respect to
the first such failure by Tenant to pay any Rent within any twelve (12) month
period, such failure shall not be a Default unless Tenant fails to pay such Rent
within five (5) days after Tenant's receipt of written notice of such failure
from Landlord; (ii) Tenant fails to perform any other provision of this Lease
and such failure is not cured within thirty (30) days (or immediately if the
failure involves a hazardous condition) after notice from Landlord; (iii) the
leasehold interest of Tenant is levied upon or attached under process of law;
(iv) Tenant abandons or vacates the Premises; or (v) any voluntary or
involuntary proceedings are filed by or against Tenant or any Guarantor of this
Lease under any bankruptcy, insolvency or similar laws and, in the case of any
involuntary proceedings, are not dismissed within sixty (60) days after
filing.

     

    
      
         

      

      
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    B.           Right of Re-Entry. Upon the
occurrence of a Default, Landlord may elect to terminate this Lease or, without
terminating this Lease, terminate Tenant's right to possession of the Premises.
Upon any such termination, Tenant shall immediately surrender and vacate the
Premises and deliver possession thereof to Landlord. Tenant grants to Landlord
the right to enter and repossess the Premises and to expel Tenant and any others
who may be occupying the Premises and to remove any and all property therefrom,
without being deemed in any manner guilty of trespass and without relinquishing
Landlord's rights to Rent or any other right given to Landlord hereunder or by
operation of law.

     

    C.           Termination of Right to
Possession. If Landlord terminates
Tenant's right to possession of the Premises without terminating this Lease,
Landlord may relet the Premises or any part thereof. In such case, Landlord
shall use reasonable efforts to relet the Premises on such terms as Landlord
shall deem appropriate; provided, however, Landlord may first lease Landlord's
other available space and shall not be required to accept any tenant offered by
Tenant or to observe any instructions given by Tenant about such reletting.
Tenant shall reimburse Landlord for the costs and expenses of reletting the
Premises, including, but not limited to, all brokerage, advertising, legal,
alteration, redecorating, repairing and other expenses incurred to secure a new
tenant for the Premises or portion thereof. In addition, if the consideration
collected by Landlord upon any such reletting or sale, after payment of the
expenses of reletting the Premises or sale of the Building which have not been
reimbursed by Tenant, is insufficient to pay monthly the full amount of the
Rent, Tenant shall pay to Landlord the amount of each monthly deficiency as it
becomes due. If such consideration is greater than the amount necessary to pay
the full amount of the Rent, the full amount of such excess shall be retained by
Landlord and shall in no event be payable to Tenant.

     

    D.          Termination of Lease. If
Landlord terminates this Lease, Landlord shall have the option to recover from
Tenant and Tenant shall pay to Landlord, on demand, as and for liquidated and
final damages, an accelerated lump sum amount equal to the amount by which
Landlord's estimate of the aggregate amount of Rent owing, from the date of such
termination through the Expiration Date plus Landlord's estimate of the
aggregate expenses of reletting the Premises, exceeds Landlord's estimate of the
fair rental value of the Premises for the same period (after deducting from such
fair rental value the time needed to relet the Premises and the amount of
concessions which would normally be given to a new tenant) both discounted to
present value at the rate of five percent (5%) per annum.

     

    E.          Other Remedies. Upon a default
by Tenant under this Lease, Landlord may, but shall not be obligated to, perform
any obligation of Tenant under this Lease, and, if Landlord so elects, all costs
and expenses paid by Landlord in performing such obligation, together with
interest at the Default Rate, shall be reimbursed by Tenant to Landlord on
demand. Any and all remedies set forth in this Lease: (i) shall be in addition
to any and all other remedies Landlord may have at law or in equity; (ii) shall
be cumulative; and (iii) may be pursued successively or concurrently as Landlord
may elect. The exercise of any remedy by Landlord shall not be deemed an
election of remedies or preclude Landlord from exercising any other remedies in
the future. Tenant hereby expressly waives any and all rights of redemption,
reentry or repossession granted by or under any present or future laws or in
equity and any notice to quit or notice of Landlord's intention to re-enter the
Premises.

     

    F.          Bankruptcy. If Tenant becomes
bankrupt, the bankruptcy trustee shall not have the right to assume or assign
this Lease unless the trustee complies with all requirements of the United
States Bankruptcy Code, and Landlord expressly reserves all of its rights,
claims and remedies thereunder.

     

    G.           Waiver of Trial by Jury.
LANDLORD AND TENANT WAIVE TRIAL BY JURY IN THE EVENT OF ANY ACTION, PROCEEDING
OR COUNTERCLAIM IN BROUGHT BY EITHER LANDLORD OR TENANT AGAINST THE OTHER IN
CONNECTION WITH THIS LEASE AND EACH PARTY ACKNOWLEDGES THAT IT HAS HAD AN
OPPORTUNITY TO CONSULT THEIR COUNSEL IN CONNECTION WITH THIS
WAIVER.

     

    H.          Venue. If either Landlord or
Tenant, desires to bring an action against the other in connection with this
Lease, such action shall be brought in the federal courts located in the
Commonwealth of Virginia, or state or local courts located in Arlington County,
Virginia. Landlord and Tenant consent to the jurisdiction of such courts and
waive any right to have such action transferred from such courts on the grounds
of improper venue or inconvenient forum.


    


    
      
         

      

      
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    I.          Lien on Personal Property.
Landlord reserves its right of distress under the law and shall have a lien upon
all the personal property of Tenant moved into the Premises, excluding personal
files, as and for security for the obligations of Tenant in this Lease. At
Landlord's request, Tenant shall execute all financing statements reasonably
required by Landlord to perfect such lien. Landlord may, at any time after
Default by Tenant of any obligation to be performed or complied with by Tenant
under this Lease, seize and take possession of any and all personal property
belonging to Tenant which may be found in and upon the Premises. If Tenant fails
to redeem the personal property so seized, by payment of the amount due Landlord
under this Lease, then Landlord shall have the right, after ten (10) days'
written notice to Tenant, to sell such personal property so seized at public or
private sale and upon such terms and conditions as may appear advantageous to
Landlord, and after the payment of all proper charges incident to such sale,
apply the proceeds thereof to the payment of any balance due to Landlord on
account of Rent or other obligations of Tenant pursuant to this Lease. In the
event there is a balance realized from such sale, the same shall be paid over to
Tenant.

     

    17.          HOLDING OVER. If Tenant
retains possession of the Premises after the expiration or termination of the
Term or Tenant's right to possession of the Premises, Tenant shall be deemed a
tenant by the month. Tenant shall pay Rent during such holding over at one
hundred fifty percent (150%) of the Rent in effect immediately preceding such
holding over computed on a monthly basis for each month or partial month that
Tenant remains in possession. Except as otherwise provided above with respect to
the payment of Rent, Tenant shall, as a monthly tenant, be subject to all of the
terms, conditions, covenants and agreements of this Lease. Tenant shall give
Landlord at least thirty (30) days' written notice of any intention to quit the
Premises, and Tenant shall be entitled to thirty (30) days' written notice to
quit the Premises; provided, however, that if Tenant is in default hereunder,
Tenant shall not be entitled to any notice to quit, the usual thirty (30) days'
notice to quit being hereby expressly waived. Tenant shall also pay, indemnify
and defend Landlord from and against all claims and damages, consequential as
well as direct, sustained by reason of Tenant's holding over. Notwithstanding
the foregoing provisions of this Section 17, in the event that Tenant shall hold
over as set forth in the first sentence of this Section 17 and if Landlord shall
desire to regain possession of the Premises, then Landlord, at its option, may
forthwith reenter and take possession of the Premises by any legal process in
force in the Commonwealth of Virginia.

     

    18.          SECURITY
DEPOSIT.

     

    A.          Amount. Upon execution of this
Lease, Tenant shall deposit the security deposit set forth in Item 9 of the
Schedule (the "Security Deposit")
with Landlord as security for the performance of Tenant's obligations under this
Lease.

     

    B.          Security. Such Security
Deposit shall be considered as security for the payment and performance by
Tenant of all of Tenant's obligations, covenants, conditions and agreements
under this Lease.

     

    C.          Form. Such Security Deposit
may, at Tenant's option, be deposited by Tenant with Landlord in the form of
cash or Tenant shall deliver to Landlord an irrevocable standby letter of credit
(the "Letter of
Credit"), in the amount set forth in Item 9 of the Schedule. If Tenant
elects to provide the Letter of Credit as such Security Deposit, Tenant shall
maintain the Letter of Credit in full force and effect throughout the entire
term of this Lease and until sixty (60) days after the end of the calendar year
in which the Expiration Date occurs, and shall cause the Letter of Credit to be
renewed or replaced not less than sixty (60) days prior to its expiry date. The
Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable
to Landlord on sight at a metropolitan Washington, D.C. area financial
institution, in partial or full draws, (ii) be substantially in the form
attached hereto and incorporated herein as Exhibit F, and otherwise be in form
and content reasonably acceptable to Landlord, (iii) shall be issued by a
financial institution reasonably acceptable to Tenant and Landlord, and (iv)
contain an "evergreen" provision which provides that it is automatically renewed
on an annual basis unless the issuer delivers sixty (60) days' prior written
notice of cancellation to Landlord and Tenant. Any and all fees or costs charged
by the issuer in connection with the Letter of Credit shall be paid by
Tenant.

     

    D.          Right
to Draw.

     

    1.          If
the Security Deposit is in the form of cash, in the event of any Default by
Tenant hereunder, Landlord shall have the right, but shall not be obligated, to
apply all or any portion of the Security Deposit to compensate Landlord (whether
in whole or in part) for such default, in which event, within five (5) business
days thereafter, Tenant shall be obligated to deposit with Landlord the amount
necessary to

     

    
      
         

      

      
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    restore
the balance of the Security Deposit to its original amount; provided, however,
neither the application of the Security Deposit as set forth above nor the
payment by Tenant to restore such Security Deposit shall operate to cure such
default or to estop Landlord from pursuing any remedy to which Landlord would
otherwise be entitled, unless and until Tenant has fully compensated Landlord
for any damage resulting from such default and Tenant has restored any Security
Deposit and otherwise complied with the terms hereof.

     

    2.            If
the Security Deposit is in the form of a Letter of Credit, Landlord shall have
the right to draw upon the Letter
of Credit in whole or in part and apply the proceeds thereof as may be
necessary to compensate Landlord for any Default under this Lease on the
part of Tenant, and Tenant, within five (5) business days after Landlord
delivers written demand therefor to Tenant, shall forthwith restore the Letter
of Credit to its original amount; provided, however, neither the application of
the Security Deposit as set forth
above nor the restoration by Tenant of such Security Deposit shall operate to
cure such Default or to estop Landlord from pursuing any remedy to which
Landlord would otherwise be entitled, unless and until Tenant has fully
compensated Landlord for any damage resulting from such Default and Tenant has
restored any Security Deposit and otherwise complied with the terms hereof.
Should Landlord elect to draw the full amount of the Letter of Credit upon a
Default by Tenant, Tenant expressly waives any right it might otherwise have to
prevent Landlord from drawing on the Letter of Credit and agrees that an action
for damages and not injunctive or other equitable relief shall be Tenant's sole
remedy in the event Tenant disputes Landlord's claim to any such
amounts.

     

    3.            Landlord
shall also have the right to draw upon the Letter of Credit in any of the
following circumstances (which circumstances described in items (i) and (ii),
below, shall apply to all issuers, including without limitation the issuer of
the original Letter of Credit): (i), if the total assets of the issuer of the
Letter of Credit are at anytime less than Three Billion Dollars
($3,000,000,000.00), or such issuer has a Standard & Poor's commercial paper
rating of less than A-1 (provided if at anytime the current Standard &
Poor's commercial paper rating system is no longer in existence, a comparable
rating of a comparable commercial paper rating system from a comparable company
shall be selected by Landlord, in its reasonable discretion, for purposes of
this Section 18) and Tenant fails to deliver to Landlord a replacement Letter of
Credit complying with the terms of this Lease within thirty (30) days of request
therefor from Landlord, (ii) if the issuer of the Letter of Credit shall enter
into any supervisory agreement with any governmental authority, or the issuer of
the Letter of Credit shall fail to meet any capital requirements imposed by
applicable law, and Tenant fails to deliver to Landlord a replacement Letter of
Credit complying with the terms of this Lease within thirty (30) days of request
therefor from Landlord, or (iii) if Tenant fails to provide Landlord with any
renewal or replacement Letter of Credit complying with the terms of this Lease
at least sixty (60) days prior to expiration of the then-current Letter of
Credit, In the event the Letter of Credit is drawn upon due solely to the
circumstances described in the foregoing clauses (i), (ii) or (iii), the amount
drawn shall be held by Landlord without interest as a Security Deposit to
be otherwise retained, expended or disbursed by Landlord for any amounts or sums
due under this Lease to which the proceeds of the Letter of Credit could have
been applied pursuant to this Lease, and Tenant shall be liable to Landlord for
restoration, in cash or Letter of
Credit complying with the terms of this Lease, of any amount so expended to
the same extent as set forth in this Section 18.

     

    E.           Right
to Pledge or Assign. Landlord shall have the right to pledge or assign its
interest in the Security Deposit and proceeds thereof to any lender holding a
security interest in the Premises. In the event of any sale or transfer of
Landlord's interest in the Building, Landlord shall have the right to transfer
the Security Deposit to such purchaser or transferee, in which event such
purchaser or transferee shall hold, use and apply the Security Deposit and
proceeds thereof in accordance with the covenants, terms and conditions of this
Lease, Tenant shall look solely to the new landlord for the return of the
Security Deposit and Landlord shall thereupon be released from all liability to
Tenant for the return of such Security Deposit, provided that the Landlord has
transferred such Security Deposit to such purchaser or transferee and that such
purchaser or transferee has actually received such Security Deposit. No
mortgagee or other purchaser of any or all of the Building at any foreclosure
proceeding brought under the provisions of any mortgage shall (regardless of
whether the Lease is at the time in question subordinated to the lien of any
mortgage) be liable to Tenant or any other person for any or all of such sums or
the return of any Security Deposit (or any other or additional Security Deposit
or other payment made by Tenant under the provisions of this Lease), unless Landlord has
actually delivered the Security Deposit, or proceeds thereof, to such
mortgagee or purchaser, and in no event shall any mortgagee at any such
foreclosure proceedings have a claim against the Security Deposit or the
proceeds thereof to apply same to cure any default of Landlord


     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    under the
mortgage documents which are the subject of the foreclosure proceedings. If the
Security Deposit is in the form of a Letter of Credit and if requested by any
such mortgagee or other purchaser, Tenant shall obtain an amendment to the
Letter of Credit which names such mortgagee or other purchaser as the
beneficiary thereof in lieu of Landlord. This Security Deposit shall not be
transferable by Tenant to any assignee or subtenant, but shall be held and
returned directly to Tenant.

     

    F.           Reservation of
Rights. No right or remedy
available to Landlord as provided in this Section 18 shall preclude or extinguish
any other right to which Landlord may be entitled. In furtherance of the
foregoing, it is understood that in the event Tenant fails to perform its
obligations to take possession of the Premises on the Commencement Date,
any amounts recovered from the Security Deposit shall not be deemed liquidated damages. Landlord may
apply such sums to reduce Landlord's damages and such application of funds shall not in any
way limit or impair Landlord's right to seek or enforce any and all other
remedies available to Landlord to the extent allowed hereunder, at law or
in equity.

     

    G.           Return of Security Deposit. If
no default by Tenant exists hereunder, the Security Deposit or any balance
thereof shall be returned to Tenant within thirty (30) days after the expiration
of the Term and vacation of the Premises by Tenant.

     

    19.           SUBSTITUTION OF OTHER
PREMISES. During the Term, from time to time, Landlord may substitute for
the Premises other premises in the Building (the "New Premises"),
provided that the New Premises shall be of equal or greater quality and kind.
Landlord shall pay all reasonable expenses incurred by Tenant in connection with
such relocation, including but not limited to costs of moving, door
lettering, telephone relocation, reasonable quantities of new stationery
and for improving the New Premises so that they are substantially similar to the
Premises.

     

    20.           ESTOPPEL CERTIFICATE. Tenant
agrees that, from time to time upon not less than ten (10) days' prior request
by Landlord, Tenant shall execute and deliver to Landlord an estoppel
certificate in the form attached
hereto as Exhibit D or such other certificate as reasonably requested by
Landlord (to the extent such certificate is accurate), it being agreed
that such certificate may be relied upon by any prospective purchaser, mortgagee
or other person having or acquiring an interest in the Property. If Tenant fails
to execute and deliver any such certificate within ten (10) business days after
written request, Tenant shall be deemed to have irrevocably appointed Landlord
and Landlord's beneficiaries as Tenant's attorneys-in-fact, coupled with an
interest, to execute and deliver such certificate in Tenant's name.

     

    21.           FINANCING.

     

    A.           Subordination. This Lease is
and shall be expressly subject and subordinate at all times to (i) any ground or
underlying lease of the Building, now or hereafter existing, and all amendments,
renewals and modifications to any such lease, and (ii) the lien of any mortgage
or deed of trust now or hereafter encumbering fee title to the Property (or any
part thereof) or the leasehold estate, or both, under any such lease, and all
amendments, renewals and modifications to any such mortgage or deed of trust,
unless such ground lease or ground lessor, or mortgage or mortgagee, expressly
provides or elects that this Lease shall be superior to such lease or mortgage.
If any such mortgage or trust deed is foreclosed, or if any such lease is
terminated, upon request of the mortgagee, holder or lessor, as the case may be,
Tenant will attom to the purchaser at the foreclosure sale or to the lessor
under such lease, as the case may be, and at the request of such purchaser enter
into a new lease with such purchaser or lessor with the identical terms and
conditions of this Lease. The foregoing provisions are declared to be
self-operative and no further instruments shall be required to effect such
subordination or attornment, or both; provided, however, that Tenant agrees upon
request by any such mortgagee, holder, lessor or purchaser at foreclosure, to
execute and deliver such subordination or attornment, or both, instruments as
may be required by such person to confirm such subordination or attornment, or
both, or any other documents required to evidence superiority of the ground
lease or mortgage, should ground lessor or mortgagee elect such superiority. If Tenant fails
to execute and deliver any such instrument or document within ten (10)
business days after request, Tenant shall be deemed to have irrevocably
appointed Landlord and Landlord's
beneficiaries as Tenant's attorneys-in-fact, coupled with an interest, to
execute and deliver such instrument or document in Tenant's
name.

     

    B.          Mortgagee Requirements. Tenant
agrees to give any beneficiary of a mortgage or lessor under a ground lease, by
certified mail, return receipt requested, a copy of any notice of default served
upon Landlord, provided that prior to such notice Tenant has been notified in
writing of the

    


     

    
      
         

      

      
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    address
of such beneficiary or lessor. Tenant further agrees that if Landlord shall have
failed to cure such default within the time provided for in this Lease, then
such mortgagees and/or lessor shall have a reasonable period of time thereafter
to commence and diligently pursue the remedies necessary to cure such default
(including but not limited to commencement of foreclosure proceedings, if
necessary, to effect such cure), in which event Tenant shall not take any action
to remedy such default, abate any Rent and or to terminate this Lease (in each
such case only to the extent it has a right to do so) while such remedies are
being so diligently pursued. In the event of the sale of the Building, by
foreclosure or deed in lieu thereof, or the termination of any ground lease, the
purchaser at such sale or lessor shall only be responsible for the return of any
Security Deposit to the extent that such purchaser or lessor actually receives
such Security Deposit. Tenant further agrees that any such purchaser or lessor
shall not be bound by (i) any payment of Rent for more than one (1) month in
advance, (ii) any amendment or modification of this Lease made without the
consent of Landlord's mortgagee or such purchaser or lessor or (iii) any acts,
omissions, events or conditions arising prior to the time any such successor
becomes the record owner of the Building.

     

    22.           QUIET ENJOYMENT. As long as no
Default exists, Tenant shall peacefully and quietly have and enjoy the Premises
for the Term, free from interference by Landlord, subject, however, to the
provisions of this Lease. The loss or reduction of Tenant's light or view will
not be deemed a disturbance of Tenant's occupancy of the Premises nor will it
affect Tenant's obligations under this Lease or create any liability of Landlord
to Tenant. Additionally, no disturbance of Tenant's occupancy of the Premises by
other occupants or tenants of the Building, including any noise or odors, will
affect Tenant's obligations under this Lease or create and liability of Landlord
to Tenant, although Landlord agrees to use its reasonable efforts to alleviate
such disturbance upon notice from Tenant to Landlord thereof.

     

    23.           BROKER. Tenant represents to
Landlord that Tenant has dealt only with the broker(s) set forth in Item 10 of
the Schedule (collectively the "Broker") in
connection with this Lease and that, insofar as Tenant knows, no other broker
negotiated this Lease or is entitled to any commission in connection herewith.
Tenant agrees to indemnify, defend and hold Landlord and Landlord's
beneficiaries and agents harmless from and against any claims for a fee or
commission made by any broker, other than the Broker, claiming to have acted by
or on behalf of Tenant in connection with this Lease. Landlord agrees to pay the
Broker, or to cause Landlord's Broker to pay Tenant's Broker, a commission in
accordance with separate agreements to which it or its Broker is a
party.

     

    24.           NOTICES. All notices and
demands to be given by one party to the other party under this Lease shall be
given in writing, mailed or delivered to Landlord or Tenant, as the case may be,
at the following addresses:

     

    If to
Landlord:                                                         c/o
Monument Realty LLC

    1700 K
Street, NW Suite 600

    Washington,
DC 20006

     

    Attention:
Mr. Michael J. Darby

     

    With courtesy copy
to:                                          Holland
& Knight LLP

    2099
Pennsylvania Avenue, N.W.

    Suite
100

    Washington,
D.C.   20006-6801

     

    Attention:
David C. Silver, Esquire

     

    If to
Tenant:                                                            
At the Premises

    Attention:
Lavi De Silva

    


     

    or at
such other address as either party may hereafter designate in accordance with
this Section 24. Notices shall be delivered by hand or by United States
certified or registered mail, postage prepaid, return receipt requested, or by a
nationally recognized overnight air courier service that provides receipts.
Notices shall be considered to have been given upon the earliest to occur of
actual receipt, three (3) business days after posting in the United States mail
in the manner specified above or one (1) business

    


     

    
      
         

      

      
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    day
following delivery to such courier service. In the event that Tenant requests
that more than one (1) person or address receive notices on its behalf
hereunder, Landlord shall use commercially reasonable efforts to send notices to
all requested parties; however, it shall not be a condition to the effectiveness
of any notice that more than one (1) person or address receive such
notices.

     

    25.           PARKING. Tenant shall have the
right to 1.7 parking contracts per 1,000 rentable square feet in the Premises
made available to it by Landlord and/or the parking operator (as Landlord may
determine). The contracts will be applicable to unreserved spaces in the
underground parking structure serving the Building. Tenant shall purchase each
parking contract from Landlord and/or the parking operator (as Landlord may
determine) at the prevailing rates, terms and conditions as established by
Landlord and/or the parking operator from time to time. The current monthly rate
for unreserved parking spaces is Eighty Dollars ($80.00) for a five (5) day pass
or One Hundred Four Dollars ($104.00) for a seven (7) day pass. Tenant agrees
that it and its employees shall observe reasonable safety precautions in the use
of the underground parking structure serving the Building, and shall at all
times abide by all reasonable rules and regulations promulgated by Landlord or
the parking garage operator governing the use of the Building's underground
parking structure. It is understood and agreed that Landlord has no
responsibility to provide security to the Building's underground parking
structure and shall not be responsible for any theft of any property from the
parking structure. It is also understood and agreed that Landlord does not
assume any responsibility for any damage or loss to any automobiles parked in
the Building's underground parking structure or to any personal property located
therein, or for any injury sustained by any person in or about the Building's
underground parking structure, except in the event of the negligence or willful
misconduct of Landlord or Landlord's agents or employees.

     

    26.           MISCELLANEOUS.

     

    A.           Successors and Assigns.
Subject to Section 14 of this Lease, each provision of this Lease shall extend
to, bind and inure to the benefit of Landlord and Tenant and their respective
legal representatives, successors and assigns, and all references herein to
Landlord and Tenant shall be deemed to include all such parties.

     

    B.           Entire Agreement. This Lease,
and the riders and exhibits, if any, attached hereto which are hereby made a
part of this Lease including those described in Item 11 of the Schedule,
represent the complete agreement between Landlord and Tenant, and Landlord has
made no representations or warranties except as expressly set forth in this
Lease. No modification or amendment of or waiver under this Lease shall be
binding upon Landlord or Tenant unless in writing signed by Landlord and
Tenant.

     

    C.          Time of Essence. Time is of
the essence of this Lease and each and all of its provision.

     

    D.          Execution, Delivery and Authority.
Submission of this instrument for examination or signature by Tenant does
not constitute a reservation of space or an option for lease, and it is not
effective until execution and delivery by both Landlord and Tenant. Execution
and delivery of this Lease by Tenant to Landlord shall constitute an irrevocable
offer by Tenant to lease the Premises on the terms and conditions set forth
herein which offer may not be revoked for fifteen (15) days after such delivery.
Tenant hereby represents and warrants that the individual signing this Lease is
duly authorized to execute and deliver this Lease on behalf of Tenant and that
Tenant is a duly organized entity under the laws of the state of its formation,
is qualified to do business in the Commonwealth of Virginia, is in good standing
under the laws of the state of its formation and the laws of the Commonwealth of
Virginia, and has the power and authority to enter into this Lease, and that all
action requisite to authorize Tenant to enter into this Lease has been duly
taken.

     

    E.          Severability. The invalidity
or unenforceability of any provision of this Lease shall not affect or impair
any other provisions.

     

    F.          Governing Law. This Lease
shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia.

     

    G.          Attorneys' Fees. Tenant shall
pay to Landlord all costs and expenses, including, without limitation,
reasonable attorneys' fees, incurred by Landlord in enforcing this Lease or
incurred by Landlord as a result of any litigation to which Landlord becomes a
party as a result of this Lease. In the event of any action or proceeding
brought by either party against the other under this Lease, the prevailing
party


    


    
      
         

      

      
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    shall be
entitled to recover from the other party the fees of its attorneys in such
action or proceeding in such amount as the court may judge to be reasonable for
such attorneys' fees.

     

    H.           Joint and Several Liability.
If Tenant is comprised of more than one party, each such party shall be jointly
and severally liable for Tenant's obligations under this Lease.

     

    I.           Force Majeure. Landlord or
Tenant, as the case may be, shall not be in default hereunder and the other
party hereto shall not be excused from performing any of its obligations
hereunder if Landlord or Tenant, as the case may be, is prevented from
performing any of its obligations hereunder due to any accident, breakage,
strike, shortage of materials, acts of God or other causes beyond such party's
reasonable control; provided, however, that no event or cause shall relieve
Tenant of its obligations hereunder to make full and timely payments of Rent as
provided herein or extend any time period for the fulfillment of Tenant's
obligations set forth in Exhibit B attached hereto.

     

    J.           Captions. The headings and
titles in this Lease are for convenience only, and shall have no effect upon the
construction o interpretation of this Lease.

     

    K.           No Waiver. No receipt of money
by Landlord from Tenant after termination of this Lease or after the service of
any notice or after the commencing of any suit or after final judgment for
possession of the Premises shall renew, reinstate, continue or extend the Term
or affect any such notice or suit. No waiver of any default of Tenant shall be
implied from any omission by Landlord to take any action on account of such
default if such default persists or is repeated, and no express waiver shall
affect any default other than the default specified in the express waiver and
then only for the time and to the extent therein stated.

     

    L.           Limitation of Liability; Effect of
Sale. Any liability of Landlord in the event of any claim against
Landlord arising out of or in connection with this Lease, the relationship of
Landlord and Tenant or Tenant's use of the Premises shall be limited solely to
its interest in the Property; provided, however, upon any sale of the Building,
Tenant shall be entitled to look to the net proceeds of the sale (i.e., after
all commissions, closing costs, liens and other costs associated with the sale
have been satisfied) solely for the satisfaction of any claim brought by Tenant
against Landlord. In no event shall any personal liability be asserted against
Landlord in connection with any such claim nor shall any recourse be had to any
other property or assets of Landlord. No property owned by any member, partner
or other owner of Landlord, or any of their or Landlord's employees, officers,
directors, shareholders, members or partners, shall be subject to levy,
execution or other enforcement procedures for the satisfaction of any judgment
(or other judicial process) or for the satisfaction of any other remedy of
Tenant in connection with any such claim. Landlord and any successor will be
relieved of its obligations accruing after any sale of the Building or Premises
and Tenant will look solely to the successor for performance of those
obligations, provided such purchaser assumes or is deemed to have assumed all of
the obligations of Landlord under this Lease. Notwithstanding anything contained
in this Lease to the contrary (including without limitation, the provisions of
Section 11.B hereof), in no event shall Landlord be liable to Tenant on account
of any claims for lost business or profits or any indirect or consequential
losses or damages or any punitive damages.

     

    M.           No Partnership. Nothing
contained in this Lease shall be deemed or construed to create a partnership or
joint venture of or between Landlord and Tenant or to create any other
relationship between the parties hereto other than that of Landlord and
Tenant.

     

    N.           Financial Statements. Tenant
(and any guarantor of this Lease), within fifteen (15) business days after
Landlord delivers to Tenant (or such guarantor) written request therefor
("Landlord Financial Statement Request"), will provide Landlord with a copy of
its most recent financial statements, consisting of a Balance Sheet, Earnings
Statement, Statement of Changes in Financial Position, Statement of Changes in
Owner's Equity, and related footnotes, prepared in accordance with generally
accepted accounting principles. Such financial statements must be either
certified by a certified public accountant or sworn to as to their accuracy by
Tenant's (or the guarantor's, if applicable) chief financial officer. The
financial statements provided must be as of a date not more than twelve (12)
months prior to the date of request. Landlord shall retain such statements in
confidence, but may provide copies to lenders and potential lenders as required.
In no event shall Landlord make more than one Landlord Financial Statement
Request in any twelve (12) month period, unless such request is made on behalf
of Landlord's lender, potential lender or a potential purchaser of the Building,
or unless such request in made while Tenant is in default
hereunder.

     

    
      
         

      

      
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    O.          USA Patriot Act and Anti-Terrorism
Laws. Tenant represents and warrants to, and covenants with, Landlord
that neither Tenant nor any of its respective constituent owners or affiliates
currently are, or shall be at any time during the Term hereof, in violation of
any laws relating to terrorism or money laundering (collectively, the
"Anti-Terrorism Laws"), including without limitation Executive Order No. 13224
on Terrorist Financing, effective September 24, 2001 and relating to Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to
Commit, or Support Terrorism (the "Executive Order") and/or the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (Public Law 107-56) (the "USA Patriot Act").
Tenant covenants with Landlord that neither Tenant nor any of its respective
constituent owners or affiliates is or shall be during the Term hereof a
"Prohibited Person," which is defined as follows: (i) a person or entity that is
listed in the Annex to, or is otherwise subject to, the provisions of the
Executive Order; (ii) a person or entity owned or controlled by, or acting for
or on behalf of, any person or entity that is listed in the Annex to, or is
otherwise subject to the provisions of, the Executive Order; (iii) a person or
entity with whom Landlord is prohibited from dealing with or otherwise engaging
in any transaction by any Anti-Terrorism Law, including without limitation the
Executive Order and the USA Patriot Act; (iv) a person or entity who commits,
threatens or conspires to commit or support "terrorism" as defined in Section
3(d) of the Executive Order; (v) a person or entity that is named as a
"specially designated national and blocked person" on the then-most current list
published by the U.S. Treasury Department Office of Foreign Assets Control at
its official website, http://www.treas.gov/offices/eotffc/ofac/sdn/tl lsdn.pdf, or at any
replacement website or other replacement official publication of such list; and
(vi) a person or entity who is affiliated with a person or entity listed in
items (i) through (v), above. At any time and from time-to-time during the Term,
Tenant shall deliver to Landlord, within ten (10) days after receipt of a
written request therefor, a written certification or such other evidence
reasonably acceptable to Landlord evidencing and confirming Tenant's compliance
with this Section 26.0.

     

    27.            COMMUNICATION
DEVICES.

     

    A.          Tenant
shall have the non-exclusive right to use a portion of the roof of the Building
(and a portion of the Building risers) for the installation of
communications devices, the number and type of which shall be approved by
Landlord in accordance with the terms of this Section 27, and conduit, cabling
and wiring associated therewith (collectively, the "Communication
Devices"), provided that (i) the Communication Devices are permitted
under the laws, rules and regulations of the Federal Communications Commission,
the Federal Aviation Administration and the Commonwealth of Virginia and any
other governmental and quasi-governmental authorities having jurisdiction over
the Building or the Landlord, (ii) the Communication Devices conform to all such
laws, rules and regulations, (iii) Tenant has obtained all permits, licenses,
variances, authorizations and approvals that may be required in order to install
such Communication Devices and any insurance reasonably required by Landlord,
(iv) the Communication Devices do not weigh more than the weight that Landlord
shall reasonably determine is appropriate for the roof (which Landlord shall
specify to Tenant upon Tenant's written request), (v) Tenant shall have obtained
Landlord's prior written consent, which consent shall not be unreasonably
withheld, (vi) Tenant installs any screen or other covering for the
Communication Devices that Landlord in its reasonable discretion may require
(the size, type and style of which shall be subject to Landlord's prior written
approval) in order to camouflage or conceal the Communication Devices, (vii)
Tenant shall pay Landlord (within thirty (30) days after demand therefor) an
amount equal to all reasonable, out-of-pocket costs incurred by Landlord to have
an engineer review the plans and specifications for the Communication Devices,
the location specifications for the Communication Devices and the plans,
specifications and method for attaching the Communication Devices to the
Building, and (viii) the Communication Devices do not adversely affect any
antenna or other equipment that is on the roof of the Building. In addition, the
style, color, materials, exact location, number and method of installation of
the Communication Devices must be approved by Landlord (in its reasonable
discretion). Tenant shall maintain the Communication Devices in good condition
and repair and in compliance with all applicable laws, rules, regulations and
requirements. The rights set forth in this Section 27 shall be personal to
Bridgeline Software, Inc. and shall not be transferable to any other third
party, tenant, subtenant or assignee.

     

    B.          Prior
to or contemporaneous with requesting Landlord's approval of the installation of
the Communication Devices, Tenant shall provide to Landlord:  (i)
plans and specifications for the Communication Devices (including the size,
number, location, height, weight and color thereof) and plans and specifications
for installation thereof; (ii) copies of all required governmental and
quasi-governmental permits, licensees, special zoning variances, and
authorizations, all of which Tenant shall obtain at its own cost
and

    


    


    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    expense;
and (iii) a policy or certificate of insurance evidencing such insurance
coverage as may reasonably be required by Landlord for the installation,
operation and maintenance of the Communication Devices and sufficient to cover,
among other things, the indemnities from Tenant to Landlord provided in the
Lease. Landlord may withhold its approval of the installation of any or all of
the Communication Devices if the installation, operation or removal of any or
all of the Communication Devices may (a) damage the structural integrity of the
Building or void any warranty or guaranty applicable to the roof or Building,
(b) interfere with any service provided by Landlord to the Building or any
tenant or occupant thereof, (c) interfere with the use of any part of the
Building by any tenant or occupant in the Building, (d) cause the violation of
any zoning ordinance or other governmental or quasi-governmental law, rule or
regulation applicable to the Building, or (e) reduce the amount of leasable
space in the Building. Tenant shall not be entitled to rely on any such approval
as being a representation by Landlord that such installation and operation is
permitted by or in accordance with any zoning ordinance or other governmental or
quasi-governmental law, rule or regulation applicable to the
Building.

     

    C.           Landlord,
at its sole option and discretion, may require Tenant, at any time prior to the
expiration of the Lease, to terminate the operation of any or all of the
Communication Devices if they are causing physical damage to the structural
integrity of the Building or voids any warranty or guaranty applicable to the
roof or the Building, interfering with any other service provided by the
Building, interfering with any other tenant's business, or causing the violation
of any condition or provision of the Lease or any governmental or
quasi-governmental law, rule or regulation applicable to the Building (now or
hereafter in effect). If, however, Tenant can correct the damage or prevent said
interference caused by the Communication Devices to Landlord's reasonable
satisfaction within thirty (30) days, Tenant may restore its operation so long
as Tenant promptly commences to cure such damage and diligently pursues such
cure to completion. If the
Communication Devices are not completely corrected and restored to operation
within thirty (30) days, Landlord, at its sole option, may require that
any or all of the Communication Devices which fail to comply with the terms of
this lease be removed at Tenant's expense. If Landlord or any other tenant or
occupant in the Building shall require that any of the Communication Devices be
moved to another location on the roof, either to accommodate Landlord or to
provide other tenants or occupants in the Building with access to the roof or
the Property for placement of other antennas, other electrical equipment or
other Landlord-approved uses or installations, Landlord shall have the right, at
its sole expense, to relocate same to another place on the roof, provided that
such new location does not materially adversely affect the operation of such
Communication Device.

     

    D.           At
the expiration or earlier termination of the Term or upon termination of the
operation of the Communication Devices, at Tenant's sole cost, the Communication
Devices and all cabling and other equipment relating thereto shall be removed
from the Building and the area where the Communication Devices were located
shall be restored to its condition existing prior to such installation in a
manner and with materials reasonably determined by Landlord. Tenant hereby
authorizes Landlord to remove and dispose of the Communication Devices and
charge Tenant for all reasonable, out-of-pocket costs and expenses incurred by
Landlord in connection therewith. Tenant agrees that Landlord shall not be
liable for any property disposed of or removed by Landlord. Tenant's obligation
to perform and observe this covenant shall survive the expiration or earlier
termination of the term of the Lease.

     

    E.           Tenant covenants and agrees that the
installation, operation and removal of the Communication Devices will be at its
sole risk. Tenant covenants and agrees absolutely and unconditionally
to indemnify, defend and
hold Landlord harmless from and against all claims, actions, damages, liability,
judgments, settlements,
costs and expenses (including attorneys' fees and expenses) in connection with
the loss of life, personal
or bodily injury, damage to property or business or any other loss or injury
arising out of the
installation, operation, maintenance or removal of the Communication Devices,
including without limitation, any loss or injury
resulting from transmissions from the Communication Devices, except, in each
case, to the extent such loss or damage results from the negligence or
willful misconduct of Landlord, its employees or agents.

     

    28.           SUPPLEMENTAL HVAC UNIT.
Landlord and Tenant hereby expressly acknowledge and agree that Landlord
shall, as part of the Tenant Work and in accordance with the Tenant Plans (as
such term is defined in Exhibit B attached hereto): (i) install in the Premises
that certain supplemental HVAC unit (the "Supplemental HVAC
Unit") more particularly described in the Tenant Plans, which
installation shall comply with applicable law; (ii) connect the Supplemental
HVAC Unit to the Building's condenser water

    


    


    
      
         

      

      
        26

        
          

        

      

      
         

      

    

     

    loop; and (iii) install a check meter
to measure the electricity consumed by the Supplemental HVAC Unit (the
"Check Meter").
Upon the installation of the Supplemental HVAC Unit: (1) the Supplemental HVAC
Unit shall be in good working order and repair; and (2) Landlord shall assign to
Tenant any and all warranties
relating to the operation or installation of the Supplemental HVAC Unit (or if
such assignment is not permitted, Landlord shall, upon Tenant's request,
enforce such warranties). Provided Landlord has complied with the foregoing
provisions of this Section 28, then, throughout the Term, Tenant shall (A) cause
the Supplemental HVAC Unit to comply with all applicable laws, statutes and
ordinances; (B) cause engineers, including environmental engineers, acceptable
to Landlord to inspect the Supplemental HVAC Unit at least once a year to insure
that such equipment is functioning properly; (C) maintain the Supplemental HVAC
Unit in good order and repair; (D) maintain insurance coverages with respect
thereto as are reasonably required by Landlord from time to time; and (E)
maintain all permits and governmental approvals necessary for the operation of
the Supplemental HVAC Unit. Tenant shall immediately report to
Landlord if Tenant determines that the Supplemental HVAC Unit is not
functioning properly, is leaking or is in violation of any applicable
laws. Tenant shall promptly repair all equipment malfunctions or violations of
law arising out of the operation of the Supplemental HVAC Unit.  Tenant shall enter into annual service
contracts with reputable engineering firms, including environmental
engineering firms, for the inspection, maintenance and repair of the
Supplemental HVAC Unit, and Tenant shall provide such service contracts to
Landlord on demand. Should Tenant fail to properly maintain or repair such
equipment or fail to enter into the service contracts described above, Landlord
may, but shall not be obligated to, undertake such maintenance or repairs or
enter into such service contracts, and all such reasonable costs shall
constitute additional rent under the Lease. At the expiration or earlier
termination of the Term, Tenant shall surrender the Supplemental HVAC Unit with
the Premises. Within ten (10) days after receipt of an invoice therefor, Tenant
shall pay Landlord for (a) all water utilized by the Supplemental HVAC Unit; and
(b) all electricity consumed by the Supplemental HVAC
Unit, as measured by the Check Meter.

    


    


     

    [signatures
on following page]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
         

      

      
        27

        
          

        

      

      
         

      

    

    IN
WITNESS WHEREOF, the parties hereto have executed this deed of Office Space Deed
of Lease under seal in a manner sufficient to bind them as of the day and year
first above written.

    


     

    LANDLORD:

    


     

    NDH li
Point LLC, a Delaware limited liability company

     

    By:  
  The Prudential Insurance Company of

    America, a New Jersey Corporation,
its sole

    member

    


     

    By:  /s/
Margot Sorrentino [seal]

      Name:  Margot
Sorrentino

     
Title:    Second Vice President

     

     

     

    TENANT:

     

    Bridgeline
Software, Inc., a Delaware corporation

    


     

    By: 
/s/ Gary M. Cebula [seal]

         
Name:  Gary M. Cebula

     
Title:    CFO

     

    


    


     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

    EXHIBIT
A

     

    FLOOR
PLAN OF PREMISES; FINAL SPACE PLAN

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

    [FLOOR PLAN DIAGRAM]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
B

     

    WORK
AGREEMENT

    


     

    This Work
Agreement is attached to and made a part of that certain Office Space Deed of
Lease (the "Lease"), between NDH
II Point LLC, a Delaware limited liability company ("Landlord"), and Bridgeline
Software, Inc., a Delaware corporation ("Tenant"). for the premises (the
"Premises") described therein and consisting of approximately 4,801 rentable
square feet of office space in the building located at 4300 Wilson Boulevard,
Arlington, Virginia (the "Building"). The terms used in this Exhibit B that are
defined
in the Lease shall have the same meanings as provided in the Lease.

     

    1.           General.

     

    
      	
               
      

            	
              1.1

            	
              Purpose. This Work
      Agreement sets forth the terms and conditions governing the design,
      permitting and construction of the Tenant Work (hereinafter defined) to be
      installed in the Premises.

            


    

     

    
      	
               
      

            	
              1.2

            	
              Tenant's Representative.
      Tenant acknowledges that Tenant has appointed Mr. Marc Berman of InterPlan
      as its authorized representative ("Tenant's
      Representative') with full power and authority to bind Tenant for
      all actions taken with regard to the Tenant Work. Tenant hereby ratifies
      all actions and decisions with regard to the Tenant Work that the Tenant's
      Representative may have taken or made prior to the execution of this Work
      Agreement. Landlord shall not be obligated to respond to or act upon any
      plan, drawing, change order or approval or other matter relating to the
      Tenant Work until it has been executed by Tenant's Representative. Neither
      Tenant nor Tenant's Representative shall be authorized to direct
      Landlord's general contractor with respect to the Tenant Work. In the
      event that Landlord's general contractor performs any such work under the
      direction of Tenant or Tenant's Representative, then Landlord shall have
      no liability for the cost of such work, the cost of corrective
      work required as a result of such work, any delay that may result
      from such work, or any other problem in connection with such
      work.

            


    

     

    2.           Work
and Materials.

     

    
      	
               
      

            	
              2.1

            	
              Tenant Improvements;
      Improvement Allowance. Landlord, at Tenant's expense, shall
      construct the Premises in accordance with the Tenant Plans. Tenant Plans
      shall be conclusive as to the entire scope of work to be performed by
      Landlord ("Tenant Work").
      The Tenant Work shall incorporate all of the Required Minimum Standards
      for Tenant Work as set forth in Exhibit B-1 hereof. Landlord agrees to
      provide Tenant with a maximum contribution not to exceed Fifty Dollars
      ($50.00) per rentable square foot of the Premises which is equal to a
      total of Two Hundred Forty Thousand Fifty Dollars ($240,050.00) for the
      Tenant Work ("Improvement
      Allowance"). The Improvement Allowance may be applied against work,
      services and materials (including moving related costs (excluding legal
      fees), architectural and design costs, the cost of Tenant's furniture and
      the cost of data and voice cabling and wiring installed in the Premises)
      which are incurred in connection with Landlord's construction of the
      Tenant Work (including Landlord's Administrative Fee (hereinafter
      defined), except as otherwise expressly set forth herein. Tenant shall pay
      an administrative fee ("Landlord's
      Administrative Fee") to compensate Landlord for reviewing the
      Tenant Plans and managing the Tenant Work in an amount equal to five
      percent (5%) of the Hard Construction Costs (hereinafter defined).
      Landlord's Administrative Fee shall first be deducted from the Improvement
      Allowance and Landlord shall pay the remaining Improvement Allowance
      directly to the contractor(s) performing the Tenant Work. As used herein,
      the term "Hard
      Construction Costs" means
      the cost of all materials, labor and services incurred in connection with
      the performance of the
      Tenant Work, including, without limitation, the cost of all permits and
      licenses,
      contractors' overhead and profit, insurance, bonds incurred in connection
      therewith, but not including the costs of architectural and design
      services. To the extent the full Improvement Allowance is not used by
      Tenant for the purposes set forth herein as of the occurrence of the
      Commencement Date and Tenant taking possession of
  the

            


    

    


    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    entire
Premises, then the balance thereof shall be retained by Landlord and Tenant
shall have no rights with respect thereto.

     

    3.           Architect and Engineers for Tenant
Work. Tenant shall employ an architect reasonably acceptable to Landlord
(the "Leasehold Architect") to prepare all plans for the Tenant Work. Tenant
shall employ engineers (the "Leasehold Engineers") reasonably acceptable to
Landlord to prepare the engineering drawings relating to the Tenant
Work.

     

    4.           Plans
for the Tenant Work.

     

    
      	
               
      

            	
              4.1

            	
              Landlord
      and Tenant hereby acknowledge and agree that the space plan attached to
      the Lease as Exhibit A showing, inter alia, the layout of the Premises
      upon completion of the Tenant Work, has been approved by Landlord and
      Tenant (the "Final Space
      Plan").

            


    

     

    
      	
               
      

            	
              4.2

            	
              Intentionally
      Omitted.

            


    

     

    
      	
               
      

            	
              4.3

            	
              On
      or before August 18, 2008, Tenant shall cause the Leasehold Architect and
      the Leasehold Engineers to prepare final construction documents (including
      without limitation, all mechanical, electrical, telephone, finishes
      selections and fire/life safety plans and specifications) for the Tenant
      Work (the "construction
      documents"), and Tenant shall approve such construction documents
      in writing and submit such construction documents to Landlord for its
      approval, which construction documents shall be based upon the Final Space
      Plan. If Landlord has any comment with respect to the construction
      documents, Landlord shall make such comments known to Tenant in writing
      within five (5) business days following submission of the construction
      documents to Landlord. If Landlord desires that the construction documents
      be modified in any manner, then Tenant shall, within three (3) business
      days after Landlord indicates the revisions required to the construction
      documents, make such revisions and resubmit the construction documents to
      Landlord for its approval. The construction documents for the Tenant Work
      that have been submitted by Tenant and approved by Landlord shall be
      referred to herein as the "Tenant
Plans".

            


    

     

    
      	
               
      

            	
              4.4

            	
              All
      Tenant Plans for the Tenant Work shall be subject to Landlord's prior
      written approval, which shall not be unreasonably withheld, except that
      Landlord shall have complete discretion with regard to granting or
      withholding approval of Tenant Plans to the extent they impact the
      Building's structure, materially impact the base Building systems or would
      be visible from the exterior of the Building or any common area within the
      Building. Any changes, additions or modifications that Tenant desires to
      make to the Tenant Plans also shall be subject to Landlord's prior written
      approval, which shall not be unreasonably withheld except as provided
      above for Building structure, system or appearance
      impact.  Notwithstanding the foregoing, Tenant shall be solely
      responsible for the content of the Tenant Plans and coordination and
      conformity of the Tenant Plans with base building design and
      specifications. In addition, Landlord's approval of the Tenant Plans shall
      not constitute a warranty, covenant or assurance by Landlord that (i) any
      equipment or system shown thereon will have the features or perform the
      functions for which such equipment or system was designed; (ii) the Tenant
      Plans satisfy applicable code requirements; (iii) the Tenant Plans are
      sufficient to enable Landlord's contractor to obtain a building permit for
      the Tenant Work; or (iv) the Tenant Work described thereon will not
      interfere with, and/or otherwise adversely affect, base Building systems.
      Tenant shall be solely responsible for the Tenant Plans' compliance with
      all applicable laws, rules and regulations of any governmental entity
      having jurisdiction over the Building and the
  Premises.

            


    

     

    
      	
               
      

            	
              4.5

            	
              Tenant
      shall pay the cost of preparing the Tenant Plans. Promptly after the
      construction documents have been approved by Landlord, Tenant shall
      provide to Landlord a CAD diskette of the construction documents and, upon
      any revisions to the construction documents pursuant to this Work
      Agreement, provide to Landlord a CAD diskette of the revised construction
      documents.

            


    

    


    


    
      
         

      

      
        Exhibit
B, Page 2

        
          

        

      

      
         

      

    

    


     

    
      	
               
      

            	
              4.6

            	
              If
      Landlord requests any additional information or clarifications from Tenant
      regarding the Tenant Work or the Tenant Plans, Tenant shall provide such
      information or respond to such inquiries, as requested, within three (3)
      business days after such request.

            


    

     

    
      	
               
      

            	
              4.7

            	
              Once
      the Lease has been fully executed, Landlord and Tenant intend for each
      deadline expressed in this Work Agreement to bind the parties even if any
      such deadline is before the date the Lease is
  executed.

            


    

     

    5.           Pricing
and Construction.

     

    
      	
               
      

            	
              5.1

            	
              Selection
      of Contractor. Within ten (10) business days after approval by Landlord of
      the Tenant Plans, Landlord shall solicit bids for the Tenant Work from
      general contractors selected by Landlord. Landlord shall select the
      general contractor for the Tenant Work (the "General
      Contractor"). Landlord shall request that the General Contractor
      solicit bids for performance of each of the major trades contained within
      the Tenant Work from at least three (3) licensed subcontractors (at least
      two (2) of which shall be designated by Landlord and one (1) of which
      shall be designated by Tenant and reasonably approved by Landlord
      (provided that, if Tenant does not give Landlord its designation within
      three (3) business days after Landlord requests such designation, then
      Tenant shall be deemed to have waived its right to make any such
      designation); provided, however, the General Contractor shall be required
      to utilize the subcontractors reasonably designated by Landlord for each
      of the following work: electrical, mechanical, plumbing, structural,
      heating, ventilating and air conditioning, roofing, glazing and sprinkler
      and life/safety work.

            


    

     

    
      	
               
      

            	
              5.2

            	
            	
                    
                Cost
      Estimate. Within ten (10) business days after approval of the
      construction documents by Landlord, Landlord shall submit to Tenant a
      written estimates of the total cost
      of the Tenant Work (the "Cost
      Estimate").
      The Cost Estimate shall include all amounts charged by Landlord's
      contractor for performing all work and providing all materials in
      connection with the Tenant Work (including Landlord's general contractor's
      general conditions, overhead and profit, as well as permit fees, and
      Landlord's Administrative
      Fee). The amount, if any, by which the Cost Estimate exceeds the
      Improvement Allowance (as hereinafter defined) shall be referred to
      herein as "Excess
Cost."

              

            


    

     

    
      	
               
      

            	
              5.3

            	
              Acceptance
      of Cost Estimate; Value Engineering. Tenant, within five (5) days after
      receipt of the Cost Estimate, shall notify Landlord as to whether Tenant
      (i) accepts such Cost Estimate and wishes Landlord to commence the Tenant
      Work; or (ii) wishes to redesign the Premises so as to reduce the Excess
      Cost, if any. In the event Tenant wishes to redesign the Premises so as to
      reduce the Excess Cost:

            


    

     

    
      	
               
      

            	
              (a)

            	
              said
      redesign shall be preformed at Tenant's sole
  expense;

            


    

     

    
      	
               
      

            	
              (b)

            	
              said
      redesign (including revisions to the Tenant Plans) shall be completed and
      submitted to Landlord for approval within ten (10) days after Tenant's
      notice to Landlord that it wishes to redesign the Premises so as to reduce
      the Excess Cost;

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      delay resulting from said redesign shall be deemed a Tenant Delay;
      and

            


    

     

    
      	
               
      

            	
              (d)

            	
              said
      redesign shall be conclusive and binding on
  Tenant.

            


    

     

    In the
event Tenant elects not to redesign the Premises or to partially redesign the
Premises, any remaining Excess Cost shall be paid for in full by Tenant within
five (5) business days after Tenant's receipt of the Cost Estimate (or within 5
business days after Tenant's receipt of a revised Cost Estimate, if Tenant
redesigns the Premises). Landlord shall not be obligated to commence any work
until such Excess Cost is paid, and any delay in such payment shall be deemed a
Tenant Delay.

     

    
      	
               
      

            	
              5.4

            	
              Construction.
      After approval of the construction documents and the Cost Estimate,
      Landlord shall administer the construction of the Tenant Work in
      accordance with the approved construction documents and any change orders
      approved by Landlord. All Tenant Work shall be constructed by Landlord's
      general contractor with the exception
of

            


    

    


     

    
      
         

      

      
        Exhibit
B, Page 3

        
          

        

      

      
         

      

    

     

    those items constructed by Tenant or
Tenant's contractor or vendor (collectively, "Tenant's Special Equipment") which
shall be limited to telephone equipment, computer equipment, specialized office equipment
wiring, cabling, systems furniture, signage audio/visual equipment and wiring.
Landlord's prior written approval shall be required of any and all Tenant Special Equipment
and any other equipment installed by Tenant or any vendor or contractor of Tenant and
any equipment required to be installed by Landlord pursuant to the Tenant
Plans.

     

    
      	
               
      

            	
              6.

            	
              Change Orders. If Tenant
      request any change or addition to the work or materials to be provided by
      Landlord pursuant to this Exhibit B after Landlord's approval of the
      construction documents,
      Tenant shall submit with such request revised construction documents for
      Landlord's approval. Landlord shall respond to Tenant's request for
      consent no event later than five (5) business days after it being made. If
      Landlord approves such a request, Landlord shall as soon as practicable
      after such approval notify Tenant of the cost of such change order and the
      delay in substantial completion of the Tenant Work in the Premises, if
      any, due to the change order which would be Tenant's sole responsibility.
      All additional expenses attributable to any change order requested by
      Tenant and approved by Landlord, whether or not such change order relates
      to improvements paid for under the Tenant Work, shall be payable by
      Tenant, along with an additional construction administrative fee equal to
      five percent (5%) of the costs relating to such change order, upon
      approval by Tenant of the change order cost and/or delay, if any. Any
      delay in substantial completion of the Tenant Work in the Premises
      resulting from such change order shall be deemed a Tenant
      Delay.

            


    

     

    7.           Substantial
Completion.

     

    
      	
               
      

            	
              7.1

            	
              Substantial Completion.
      For purposes of the Lease (including all provisions of this Work
      Agreement) the Premises (and Tenant Work therein) shall conclusively be
      deemed to be "substantially
      complete" as soon as the Tenant Work (specifically excluding any of
      Tenant's systems furniture, other furniture and personal property and any
      Tenant Special Equipment) to be installed by Landlord pursuant to this
      Work Agreement has been constructed in accordance with the Tenant Plans
      approved by Landlord and any change orders approved by Landlord, as
      certified by Landlord's construction manager, subject to Landlord's
      completion of any punchlist items of work which do not materially
      interfere with Tenant's permitted and intended use of the Premises. The
      issuance of a temporary certificate of occupancy by the proper
      governmental entity shall not be required for substantial completion but,
      if granted, shall be deemed conclusive evidence that substantial
      completion has occurred. Notwithstanding the above, the Premises shall be
      considered substantially complete even though (a) there remain to be
      completed in the Premises punchlist items, including but not limited to
      minor or insubstantial details of construction, decoration or mechanical
      adjustment, the lack of completion of which will not materially interfere
      with Tenant's permitted and intended use of the Premises; and/or (b) there
      remains to be completed in the Premises any of Tenant's systems furniture
      and other Tenant Special Equipment.

            


    

     

    7.2           Tenant Delays. The following
items shall be referred to individually as a "Tenant
Dela

     

    
      	
               
      

            	
              (a)

            	
              Tenant's
      failure to comply with any of the deadlines specified in this Work
      Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              changes
      or additions to the Tenant Work or to the Tenant Plans (including without
      limitation, any changes or additions requested or required for the
      Premises by Tenant or by any governmental authority or required in order
      to comply with any legal or base Building requirements or otherwise)
      subsequent to the date of Landlord's approval of the construction
      documents for the Premises;

            


    

     

    
      	
               
      

            	
              (c)

            	
              any delay in obtaining any
      required permits or approvals with respect to the Tenant Work resulting from any
      deficiency in the Tenant Plans or any act or omission of Tenant, or
      any agent, employee or contractor of
Tenant);

            


    

     

    
      	
               
      

            	
              (d)

            	
              Tenant's
      failure to pay when due any amounts required pursuant to this Work
      Agreement;

            


    

    


    


    
      
         

      

      
        Exhibit
B, Page 4

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (e)

            	
              the
      failure of any equipment, materials or other items that are provided by
      Tenant and installed by Landlord to be delivered to Landlord In the time
      necessary for their installation or use or the failure of any such
      equipment, materials or other items to comply with all required
      specification;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      performance of any work by any person or firm employed or retained by
      Tenant;

            


    

     

    
      	
               
      

            	
              (g)

            	
              Tenant's
      request for materials, finishes or installations which are not available
      as needed to meet the general contractor's schedule for substantial
      completion; or

            


    

     

    
      	
               
      

            	
              (h)

            	
              Tenant's
      or Tenant's agent, including Tenant's contractors, vendors, and Tenant's
      Representative's interference with the general contractor's
      schedule;

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      default under the Lease (including without limitation any provisions of
      this Work Agreement) that causes a delay in the substantial completion of
      the Tenant Work; or

            
	 	 	 
	 	(j) 	any
      other Tenant-caused delay.


    

     

           

    
      	
               
      

            	
              7.3

            	
              Punchlist. Prior to delivery of possession
      of the Premises to Tenant, the Leasehold Architect and the Leasehold
      Engineers shall prepare a preliminary punchlist in writing for
      Landlord and
      Tenant's review and Landlord and Tenant shall examine the Premises and
      shall agree on a
      final "punchlist" which shall specify the items of work that require
      correction, repair or replacement. Tenant and Landlord shall
      approve such punchlist in writing within two (2) working days of the
      walk-through.

            


    

     

    
      	
               
      

            	
              8.

            	
              Possession By Tenant.
      Tenant's taking of possession of and the conduct of business by Tenant
      from the Premises shall constitute an acknowledgement by Tenant that the
      Premises are in good condition and that all work and materials provided by
      Landlord are satisfactory and Landlord has satisfactorily performed all
      work to be performed by it pursuant hereto, subject to certain punchlist
      items described in Paragraph 7.3,
above.

            


    

    


    


    


    


    


    


    


    
      
         

      

      
        Exhibit
B, Page 5

        
          

        

      

      
         

      

    

    EXHIBIT
B-1

     

    REQUIRED
MINIMUM STANDARDS FOR TENANT WORK

     

    NOTE: Where applicable, Tenant
may substitute materials of equal or greater quality upon Landlord's
reasonable
approval.

    


    
    

     

    
      	 	Partitions -
      Interior Offices	 	      
              Partitions consisting of 2-1/2"
      (3-5/8" on first
      floor only) steel studs to underside of ceiling construction
      with one (1) layer of 1/2" gypsum board on each
      side.

            
	 	 	 	 
	 	Partitions -
      Demising (Multi-Tenant Floors)	 	      
              Building standard rated demising
      partitions consisting of 2-1/2" or 3-5/8" steel studs to underside of slab
      above with one (1) layer of fire-rated (Type X) 1/2" gypsum board,
      each side taped and finished with 2-1/2" sound attenuation fire blanket
      for a sound transmission reduction rating meeting STC42. Fire safing
      sealant at top and bottom full length of wall and a continuous resilient
      acoustic sealant where partition abuts exterior window
      mullions.

            
	 	 	 	 
	 	      
              Doors,
      Frames and Hardware;
      Suite Entry

            	 	      
              Suite
      entry doors shall be Eggers Industries, 3'-0" x 8'-0" solid or full lite,
      tempered glass, prefinished plain sliced Anigre stain grade wood with
      finish Gardall II, to match building standard, with Corbin Russwin mortise
      ML2200 series entry lockset ("Princeton ASB" lever/ADA compliant in 630
      satin stainless steel finish) in a stained wood frame. Refer to the
      attached detail drawings.

            
	 	 	 	 
	 	Doors,
      Frames and Hardware; Interior Doors	 	      
              Interior
      doors shall be Eggers Industries 3'-0" x 8'-O" solid core pre-finished
      rotary birch with Gardall II, #01 natural finish or paint, with Corbin
      Russwin
      CL3600 series interior door latchset ("Princeton AZD" lever/ADA
      compliant
      in 626 satin chrome plated).

            
	 	 	 	 
	 	      
              Doors,
      Frames and

              Hardware;
      Door Frames

            	 	      
              Door
      frames to be hollow metal, knockdown, with 2" profile, (4) hinges,
      silencers and throat size to match partition.

            
	 	
               

            	 	 
	 	Doors,
      Frames and Hardware;
      Side Lights	 	      
              Integral with door frame
      providing an 8'-0" opening and a 12" to 24" wide tempered glass
      side light. Suite entry door frames may be provided with wider side lights
      at the discretion of the Landlord.

            
	 	 	 	 
	 	Roof
      Work	 	      
              Tenant's subcontractor shall
      utilize base building contractor to maintain roofing
      warranty.

            
	 	 	 	 
	 	Ceilings	 	      
              Consisting
      of 2' x 2' tegular edged acoustical lay-in ceiling tile (Armstrong Cirrus: #589) with a NRC range of
      .60 to.70 throughout premises, with an exposed narrow grid
      (Silhouette 9/16") at 9'-0" above the finished floor, subject to lighting
      and/or other mechanical equipment.

            
	 	 	 	 
	 	Flooring	 	      
              A
      minimum 32-ounce face weight carpet and 1/8" standard grade building
      standard vinyl composition tile. Carpet to be installed direct glue
      down.

            
	 	 	 	 
	 	Base	 	      
              4" vinyl cove or carpet base for
      carpet, or 4" vinyl cove base for VCT.  Vinyl is to be
      rolled goods only.

            
	 	 	 	 


    

     

    
 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


     

    
      	 	      
              Electrical

            	 	      
              Electrical
      power available for Tenant use includes 7 watts per square footfor 120/208
      low voltage and 2.5 watts per square foot for 277/480 high voltage
      lighting requirements.

            
	 	 	 	 
	 	 	 	      
              Tenant
      shall utilize base building fire alarm subcontractor for fire alarm
      connections and supervision of fire alarm work. Electrical subcontractors
      shall utilize wire management systems for AC cables entering electrical
      closets.

            
	 	 	 	 
	 	      
              Lighting
      Fixtures

            	 	      
              2'x2'
      12-cell
      parabolic recessed fluorescent fixture (Lithonia).
      2'x4'
      fixtures, 24-cell oriented with long dimension perpendicular to exterior
      window lines are optional as approved at Landlord's
      discretion.

            
	 	 	 	 
	 	 	 	      
              Each
      2'x2' recessed fluorescent parabolic light fixture is pre-lamped with
      three (3) 3500K "U31" fluorescent lamps and has a three inch deep 12 cell
      parabolic chrome-finished louver.

            
	 	 	 	 
	 	 	 	      
              Each
      2'x4' recessed fluorescent parabolic light fixture light fixture is
      prelamped with three (3) 3500K fluorescent lamps and has a three inch deep
      24 cell parabolic chrome-finished louver. All fixtures will utilize high
      efficiency electronic ballast with T-8 lamps.

            
	 	 	 	 
	 	 	 	      
              Down
      lights and wall washers shall be compact fluorescent type with overall
      depth of 6 inches or less.

            
	 	 	 	 
	 	 	 	      
              Tenant
      shall have sole responsibility for maintenance and repair of all
      non-building standard light fixtures.

            
	 	 	 	 
	 	      
              Switches

            	 	      
              Single
      pole switches in partitions, silent-type toggle switch, white in color and
      trimmed in a stainless steel cover plate.

            
	 	 	 	 
	 	      
              Electrical
      Outlets

            	 	      
              Standard
      duplex receptacles to be white in color and trimmed in a stainless steel
      cover plate.

            
	 	 	 	 
	 	 	 	      
              Devices
      not approved in perimeter walls except in furred out
      walls.

            
	 	 	 	 
	 	 	 	      
              NOTE:
      Special function receptacles such as dedicated circuits or isolated
      grounds to be color-coded.

            
	 	 	 	 
	 	      
              Telephone/Data

            	 	      
              Telephone
      and data receptacles to be installed with cabling by Tenant's designated
      vendor using pull string provided in wall by Tenant Improvement
      Contractor.

            
	 	 	 	 
	 	 	 	      
              Devices
      not approved in perimeter walls except in furred out walls. Tenant
      responsible for all aspects of incoming telephone
      service.

            
	 	 	 	 
	 	      
              Painting

            	 	      
              Paint
      the entire premises using one (1) prime coat and one (1) finish coat
      eggshell wall paint on all standard partitions and semi-gloss on all paint
      grade doors and frames.

            
	 	 	 	 
	 	      
              HVAC

            	 	      
              Tenant
      design documents shall include stand alone specifications (do notrefer to
      base building specifications) that require VAV boxes, Automatic
      Temperature controls, and EMS programming same as existing. Tenant
      supplemental units shall have EMS interface and flow switch with automatic
      restart of unit after loss of condenser water flow. Alarm notification
      metering and service maintenance for Tenant equipment installed shall be
      responsibility of Tenant. Maintenance and repair
  of

            


    

     

     

    
      
         

      

      
        Exhibit
B-1, Page 2

        
          

        

      

      
         

      

    

    


    
    

     

    
      	 	 	 	      
              tenant-installed
      supplemental equipment shall be responsibility of Tenant.
      

            
	 	 	 	 
	 	 	 	HVAC
      Equipment:
	 	 	 	 


    

    
      	 	 	 	Perimeter
      Diffusers:	 Linear slot
      diffusers	4 ft, 2 slot, 2 way with
      8"dia. inlet (or) 4 if, 3 slot, 2 way with 10 "
      dia. MFR : Donco J slot (provide factory center notch and center tee and
      "kurf "tile edges to lay flat)
	 	 	 	 	 	 
	 	 	 	      
              Interior
      Diffusers:

            	      
              Perforated
      face:

            	      
              2
      ft. by 2 ft lay in type with vanes integral toneck and round
      inlet

            
	 	 	 	 	 	 
	 	 	 	Thermostats: 	Same as
    base	 
	 	 	 	 	 	 
	 	 	 	VAV boxes:	Same as
    base	 
	 	 	 	 	 	 


    

                                   

    
      	 	 	 	Supplemental units
      for critical areas shall send common alarm signal to a twenty-four hour
      security monitoring station and notify Tenant and building
    engineer.
	 	 	 	 
	 	 	 	Submetering shall be
      through Siemens EMS system. Tenant to provide metering equipment by
      Siemens and specify programming for all metered equipment.
	 	 	 	 
	 	 	 	      
              Tenant's
      contractors shall provide ziplock filters for all return air openings at
      core and replace VAV filters and floor unit filters upon occupancy of
      space.

            
	 	 	 	 
	 	 	 	Tenant's contractors
      shall provide building engineer with first right of refusal for all
      demolished VAV boxes and other equipment prior to removal off
    site.
	 	 	 	 
	 	 	 	Exposed batt
      insulation in ceiling plenum or in space is not approved.
	 	 	 	 
	 	 	 	Horizontal
      supplemental units shall have leak pans and leak detector
  alarm.
	 	 	 	 
	 	Sprinkler
      System	 	      
              Modify
      existing sprinkler system to accommodate proposed Tenant layout per NFPA
      and local code requirements. Tenant's contractor shall provide and install fully concealed
      sprinkler heads and shall hydraulically calculate systems for light
      hazard coverage.

            
	 	 	 	 
	 	 	 	Sprinkler heads
      shall be centered in tile where installed in accessible
  ceiling.
	 	 	 	 
	 	Interior
      Sign Package	 	Supply and install a
      wall mounted Tenant sign at the corridor wall adjacent to the suite entry
      door based on the Landlord's approved sign package.
	 	 	 	 
	 	 	 	NOTE: Tenant logo or
      sign within suite to be subject to Landlord approval if visible from
      interior corridor.
	 	 	 	 


    

     

     

     

     

    
 

    
      
         

      

      
        Exhibit
B-1, Page 3

        
          

        

      

      
         

      

    

    EXHIBIT
C

     

    RULES
AND REGULATIONS

    


     

    Definitions
of terms are set forth in the Lease to which these Rules and Regulations are
attached by reference.

     

    The
following rules and regulations have been formulated for the safety and
well-being of all tenants of the Building and to ensure compliance with all
municipal said other requirements. Strict adherence to these rules and
regulations is necessary to guarantee that each and every tenant will enjoy a
safe and unannoyed occupancy in the Building in accordance with the Lease. Any
continuing violation of these rules and regulations by Tenant, after notice from
Landlord, shall be deemed to be a Default under the Lease.

     

    Landlord
may, upon request by any tenant, waive the compliance by such tenant to any of
these rules and regulations, provided that (i) no waiver shall be effective
unless signed by Landlord or Landlord's authorized agent, (ii) any such waiver
shall not relieve such tenant from the obligation to comply with such rule and
regulation in the future unless expressly consented to by Landlord, (iii) no
waiver granted to any tenant shall relieve any other tenant from the obligation
of complying with the rules and regulations unless such other tenant has
received a similar waiver in writing from Landlord, and (iv) any such waiver by
Landlord shall not relieve Tenant from any obligation or liability of Tenant to
Landlord pursuant to the Lease for any loss or damage occasioned as a result of
Tenant's failure to comply with any such rule or regulation.

     

    
      	
               
      

            	
              1.

            	
              The
      sidewalks, entrances, passages, courts, elevators, vestibules, stairways,
      corridors, halls or other parts of the Building not occupied by any tenant
      shall not be obstructed or encumbered by any tenant or used for any
      purpose other than ingress and egress to and from the Premises, and if the
      Premises are situated on the ground floor of the Building, the tenant
      thereof shall, at said tenant's own expense, keep the sidewalks and curbs
      directly in front of the Premises clean and free from ice and snow.
      Landlord shall have the right to control and operate the public portions
      of the Building and the facilities furnished for common use of the tenants
      in such manner as Landlord deems best for the benefit of the tenants
      generally. No tenant shall permit the visit to the Premises of persons in
      such numbers or under such conditions as to interfere with the use and
      enjoyment by other tenants of the entrances, corridors, elevators and
      other public portions or facilities of the
  Building.

            


    

     

    
      	
               
      

            	
              2.

            	
              No
      awnings or other projections shall be attached to any wall of the Building
      without the prior written consent of Landlord. No drapes, blinds, shades
      or screens shall be attached to or hung in, or used in connection with,
      any window or door of the Premises, without the prior written consent of
      Landlord. Such awnings, projections, curtains, blinds, shades, screens or
      other fixtures must be of a quality, type, design and color, and attached
      in the manner, approved by
Landlord.

            


    

     

    
      	
               
      

            	
              3.

            	
              No
      showcases or other articles shall be put in front of or affixed to any
      port of the exterior of the Building, nor placed in the halls, corridors
      or vestibules without the prior written consent of
    Landlord.

            


    

     

    
      	
               
      

            	
              4.

            	
              The
      water and wash closets and other plumbing fixtures shall not be used for
      any purposes other than those for which they were constructed, and no
      sweepings, rubbish, rags, chemicals, paints, cleaning fluids or other
      substances shall be thrown therein. All damages resulting from any misuse
      of the fixtures shall be borne by the tenant who, or whose servants,
      employees, agents, visitors or licensees, shall have caused the
      same.

            


    

     

    
      	
               
      

            	
              5.

            	
              There
      shall be no marking, painting, drilling into or in any way defacing the
      Building or any part of the Premises visible from public areas of the
      Building. Tenant shall not construct, maintain, use or operate within the
      Premises any electrical device, wiring or apparatus in connection with a
      loud speaker system or
      other sound system, except as reasonably required for its communication
      system and approved prior to the installation thereof by Landlord.
      No such loudspeaker or sound system shall be constructed, maintained, used
      or operated outside of the
Premises.

            


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              6.

            	
              No
      bicycles, vehicles or animals, birds or pets of any kind (other than
      seeing-eye dogs assisting disabled persons) shall be brought into or kept
      in or about the Premises, and no cooking (except for hot-plate or
      microwave cooking by Tenant's employees for their own consumption, the
      equipment for and location of which are first approved by Landlord) shall
      be done or permitted by any tenant on the Premises. No tenant shall cause
      or permit any unusual or objectionable odors to be produced upon or
      permeate from the Premises.

            


    

     

    
      	
               
      

            	
              7.

            	
              No
      space in the Building shall be used for manufacturing of goods for sale in
      the ordinary course of business, for the storage of merchandise for sale
      in the ordinary course of business, or for the sale at auction of
      merchandise, goods or property of any kind. Furthermore, the use of the
      Premises by each tenant was approved by Landlord prior to execution of the
      Lease and such use may not be changed without the prior approval of
      Landlord.

            


    

     

    
      	
               
      

            	
              8.

            	
              No
      tenant shall make any unseemly or disturbing noises or disturb or
      interfere with occupants of the Building or neighboring buildings or
      Premises or those having business with them whether by the use of any
      musical instrument, radio, talking machine, unmusical noise, whistling,
      singing or in any other way. No tenant shall throw anything out of the
      doors or windows or down the corridors or
  stairs.

            


    

     

    
      	
               
      

            	
              9.

            	
              No
      flammable, combustible or explosive fluid, chemical, asbestos or other
      hazardous substance or any other material harmful to tenants of the
      Building shall be brought, installed in or kept upon the Premises. No
      space heaters, fans or individual air conditioning units may be used in
      the Premises. Any electrical or extension cords deemed to be a fire hazard
      by Landlord in Landlord's sole discretion shall be
  removed.

            


    

     

    
      	
               
      

            	
              10.

            	
              No
      additional locks or bolts of any kind shall be placed upon any of the
      doors or windows by any tenant, nor shall any changes be made in existing
      locks or the mechanism thereof. The doors leading to the corridors or main
      halls shall be kept closed during business hours except as they may be
      used for ingress or egress. Each tenant shall, upon the termination of his
      tenancy, restore to Landlord all keys of stores, offices, storage and
      toilet rooms either furnished to, or otherwise procured by, such tenant,
      and in the event of the loss of any keys so furnished, such tenant shall
      pay to Landlord the cost thereof.

            


    

     

    
      	
               
      

            	
              11.

            	
              Landlord
      reserves the right to inspect all freight to be brought into the Building
      and to exclude from the Building all freight which violates any of these
      rules and regulations or the Lease. The hours in which deliveries may be
      made to the Building shall be as set forth in Landlord's operating
      procedures published from time to
time.

            


    

     

    
      	
               
      

            	
              12.

            	
              No
      tenant shall pay any employees on the Premises, except those actually
      working for such tenant on the
Premises.

            


    

     

    
      	
               
      

            	
              13.

            	
              Landlord
      reserves the right to exclude from the Building at all times any person
      who is not known or does not properly identify himself to the Building
      management, security guard on duty or security system monitor. Landlord
      may, at its option, require all persons admitted to or leaving the
      Building between the hours of 6:00 p.m. and 8:00 a.m., Monday through
      Friday, and at any hour, Saturdays, Sundays and legal holidays, to
      register. Each tenant shall be responsible for all persons from whom he
      authorizes entry into or exist out of the Building, and shall be liable to
      Landlord for all acts or omissions of such
  persons.

            


    

     

    
      	
               
      

            	
              14.

            	
              The
      Premises shall not, at any time, be used for lodging or sleeping or for
      any immoral or illegal purpose.

            


    

     

    
      	
               
      

            	
              15.

            	
              Each
      tenant, before closing and leaving the Premises at any time, shall see
      that all windows are closed and all lights turned
  off.

            


    

     

    
      	
               
      

            	
              16.

            	
              Landlord's
      employees shall not perform any work or do anything outside of their
      regular duties, tenants will be attended to only upon application to
      Landlord and any such special requirements shall be billed to Tenant (and
      paid with the next installment of Rent due) at the schedule of charges
      maintained by Landlord from time to time or at such charge as is agreed
      upon in advance by Landlord and
Tenant.

            


    

    


    


    
      
         

      

      
        Exhibit
C, Page 2

        
          

        

      

      
         

      

    

     

     

    
      	
               
      

            	
              17.

            	
              Canvassing,
      soliciting and peddling in the Building is prohibited and each tenant
      shall cooperate to prevent the
same.

            


    

     

    
      	
               
      

            	
              18.

            	
              There
      shall not be used in any space, or in the public halls of the Building,
      either by any tenant or by jobbers or others, in the delivery or receipt
      of merchandise, any hand trucks except those equipped with rubber tires and
      side guards, and Tenant shall be responsible to Landlord for any
      loss or damage resulting from any deliveries of Tenant to the
      Building.

            


    

     

    
      	
               
      

            	
              19.

            	
              Mats,
      trash or other objects shall not be placed in the public
      corridors.

            


    

     

    
      	
               
      

            	
              20.

            	
              Landlord
      does not maintain suite finishes which are non-standard, such as kitchens,
      bathrooms, wallpaper, special lights, etc.  However, should the
      need for repairs of items not maintained by Landlord arise, Landlord will
      arrange for the work to be done at Tenant's
  expense.

            


    

     

    
      	
               
      21.         

            	
              Drapes
      installed by the landlord for the use of Tenant or drapes installed by
      Tenant, which are visible from the exterior of the Building, must be
      cleaned by Tenant at least once a year, without notice, at Tenant's own
      expense.

            


    

     

    
      	
              22.         

            	
              No
      minors shall be allowed to congregate or play in the common areas of the
      Building.  It shall be the responsibility of all Tenants to see
      that the minor children of employees who visit the Building(whether during
      the normal hours of operation of the Building, or after-hours, on
      Saturdays, Sunday or Legal holidays) are adequately supervised by an adult
      and do not assemble or play in the common areas of the
      Building.

            


    

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    


    


     

    
      
         

      

      
        Exhibit
C, Page 3

        
          

        

      

      
         

      

    

    EXHIBIT
D

     

    ESTOPPEL
CERTIFICATE

     

    [Date]

    


    


    _______________________________

    


    _______________________________

    


    _______________________________

    


    _______________________________

     

    Re:  ___________________________________

    


     

    To Whom
It May Concern:

    


     

    It is our
understanding that you have placed or committed to place a mortgage upon the
subject premises and have required this certification by the undersigned. The
undersigned, as Tenant, under that certain Office Space Lease
dated ______, 20_ ("Lease") made with
("Landlord"),
hereby ratifies the Lease and certifies as follows:


     

    
      	
               
      

            	
              1.

            	
              The undersigned has entered into
      occupancy of the "Premises" described in the Lease on ______,
      20__.

            


    

     

    
      	
               
      

            	
              2.

            	
              [The
      undersigned is presently preparing the Premises for use by the
      undersigned][[The undersigned is presently open and conducting business
      with the public in the Premises]];

            


    

     

    
      	
               
      

            	
              3.

            	
              The
      operation and use of the Premises do not involve the generation,
      treatment, storage, disposal or release of hazardous substance or a solid
      waste into the environment and that the Premises are being operated in
      accordance with all applicable environmental laws, zoning ordinances and
      building codes;

            


    

     

    
      	
               
      

            	
              4.

            	
              Base Rent in the annual amount of
      $_________________

            	 	
              is payable from the Commencement
      Date, i.e.,_____________;

            	 


    

     

    
      	
               
      

            	
              5.

            	
              The
      Lease is in full force and effect and has not been assigned, modified,
      supplemented or amended;

            


    

     

    
      	
               
      

            	
              6.

            	
              The Lease represents the entire
      agreement between the parties as to the leasing of the
      Premises;

            


    

     

    
      	
               
      

            	
              7.

            	
              The
      Term of the Lease expires on _________________, __;

            	
               

            


    

     

    
      	
               
      

            	
              8.

            	
              All
      conditions under the Lease to be performed by Landlord [other than payment
      of the allowance set forth in the Work Agreement, being Exhibit B to the
      Lease] have been satisfied, including but without limitation, all
      co-tenancy requirements thereunder;

            


    

     

    
      	
               
      

            	
              9.

            	
              [Intentionally omitted][[All
      required contributions by Landlord to Tenant on account of Tenant's
      improvements have been
received]];

            


    

     

    
      	
               
      

            	
              10.

            	
              On this date, there are no
      existing defenses or offsets which the undersigned has against the
      enforcement of the Lease by
Landlord.

            


    

    


     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


     

    
      	
               
      

            	
              11.

            	
              No
      rental has been paid in advance, except that the first month's rent in the
      amount of $_____________

            	
              and the Security Deposit in the
      amount of $

            	 	
              have been deposited with
      Landlord.

            


    

    


    


    


    


     

    By:___________________________________________

     

    Name:

    Its:

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
         

      

      
        Exhibit D, Page 2

        
          

        

      

      
         

      

    

    EXHIBIT
E

     

    DECLARATION
OF COMMENCEMENT DATE

     

     

    This
Declaration of Commencement Date is made as of  _________, 200_,
by ("Landlord"),
and("Tenant'),
who agree as follows:

     

     1.           Landlord
and Tenant entered into an Office Space Lease dated ___________, 200_ in which
Landlord leased the
building known as __________ in _______, Virginia. All capitalized
terms herein are as defined in the Lease.

     

    
       
2.          
 Commencement
of the Term:

    

     

    a.           The
Commencement Date of the Lease is  ____________;
and           

    b.           the
Expiration Date of the Lease is_______________. 

     

     3.           Tenant
confirms that:

     

    a.           it
has accepted possession of the Premises as provided in the Lease;

    
        
 b.         
Agreement
have been furnished and substantially completed (subject to any punchlist items
of which Tenant has notified Landlord in accordance with the
Lease);

         
c.           Landlord has
fulfilled all of its obligations to be provided to Tenant as of the date hereof;
and 

    

    d.          the
Lease is in full force and effect and has not been modified, altered, or
amended, except as
follows:

    


     

    
      	
               
      

            	
              4.

            	
              The
      provisions of this Declaration of Commencement Date shall inure to the
      benefit of, or bind, as  the case may require, the parties and
      their respective successors and assigns, subject to the restrictions on
      assignment and subleasing contained in the Lease, and are hereby attached
      to and made part of the Lease.

            


    

     

     

     

     

    
    

     

    
      	 	 	      
              LANDLORD:

            	 
	 	 	 	 
	 	 	 	 


    

     

    

       

      
      

       

      
        	 	 	      
                      
                  TENANT:

                

              	 
	 	 	 	 
	 	 	 	 


      

       

      


    

     

    


    


    


     

    


     

    


     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
F

     

    FORM
OF LETTER OF CREDIT

     

     

    


    Lending Institution
Name]

    [Address of Lending
Institution]                                                               Date:  __________,
200_

    


    IRREVOCABLE
STANDBY LETTER OF CREDIT NO. ____________

    


    Account  Party:                                            
[Account Party's
Name]

                                                 [Account Party
Address]

    


    In favor
of
Beneficiary:                                 [Beneficiary Name], its
successors and assigns

                      
                               [Beneficiary
Address]

     

     

     

    AMOUNT                                                                                        EXPIRY DATE:

     

    USD  _____________                                                                                               [Expiry Date]

    [Dollar Amount] U.S. Dollars
Only

    Gentlemen:

     

    We hereby
open our irrevocable letter of credit in your favor for an amount of USD [Numeric Dollar Amount]
([Alphabetic Dollar
Amount] U.S. Dollars Only) available by your draft at sight drawn on the
[Lending Institution Name,
Lending Institution Address], bearing the clause "Drawn under [Lending Institution Name] Letter of Credit No.
_______ dated ________, 200__," and accompanied by the following
document:

     

    Beneficiary's
signed statement stating that:  "The undersigned Beneficiary is
entitled to draw upon this Letter of Credit pursuant to the terms of that Lease
dated [Lease Date] for
premises at [Premises
Address] between [Account Party Name] and
[Beneficiary Name] for
the amount drawn hereunder. [Beneficiary Name] hereby
makes demand for the payment of _________ [draw amount] under the Letter
of Credit."  Such statement shall be conclusive as to such
matters.

     

    Partial
draws hereunder are permitted.  This Letter of Credit is
transferable.  There shall be no fee payable by Beneficiary in
connection with such transfer.  This Letter of Credit sets forth in
full the terms of our undertaking and such undertaking shall not in any way be
modified, amended, or amplified by reference to any document(s), instrument(s),
contract(s), or agreement(s) referred to herein or in which this Letter of
Credit relates, and any such reference shall not be deemed to incorporate herein
by reference any document(s), instrument(s), contract(s), or
agreement(s).

     

    It is a
condition of this Letter of Credit that it shall be deemed automatically
extended without amendment for one year from the present or any future
expiration date of this Letter of Credit unless at least sixty (60) days prior
to the then current expiration date we notify the Beneficiary by registered
letter, at the above address (or such other address of which you notify us in
writing), that we elect not to consider this Letter of Credit renewed for such
additional period.  If such notice is given, then during such notice
period (i.e., at least
sixty (60) day period commencing on the date of such notice and ending with the
then applicable expiry date of this Letter of Credit), this Letter of Credit
shall remain in full force and effect and Beneficiary may draw up to the full
amount of the sum when accompanied by your draft drawn on us at sight as
described above in the first paragraph of this Letter of Credit.

     

    We hereby
engage with you that drafts drawn and presented in compliance with the terms of
this credit will be immediately honored by us if presented at any of our offices
on or before [Expiry
Date], as such date may be extended pursuant to the terms
hereof.

     

    This
Letter of Credit is subject to International Standby
Practices (ISP98), International Chamber of Commerce Publication
No. 590.


     

    Very
truly yours,

     

    ______________________________
Authorized
Signature