Unassociated Document


    


    LEASE
      AGREEMENT

    


    


    


    BETWEEN

    


    Park
      Centre I, LLC as Landlord

    


    AND

    


    Campus
      Tech, Inc.

    


    as
      Tenant

    


    


    


    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    TABLE
      OF
      CONTENTS

    


    


    


    
      	
              Section

            	 	
              Description

            	 	
              Page
                Number

            
	 	 	 	 	 
	
              1.

            	 	
              Definitions

            	 	
              3

            
	
              2.

            	 	
              Rent;
                Additional Rent 

            	 	
              3

            
	
              3.

            	 	
              Additional
                Rent 

            	 	
              4

            
	
              4.

            	 	
              Delivery
                and Condition of Premises

            	 	
              6

            
	
              5.

            	 	
              Operation
                of Building

            	 	
              6

            
	
              6.

            	 	
              Conduct
                of Business by Tenant

            	 	
              6

            
	
              7.

            	 	
              Alterations
                and Tenant's Property

            	 	
              7

            
	
              8.

            	 	
              Repairs

            	 	
              7

            
	
              9.

            	 	
              Liens

            	 	
              8

            
	
              10.

            	 	
              Subordination
                and Modification

            	 	
              8

            
	
              11.

            	 	
              Inability
                to Perform

            	 	
              9

            
	
              12.

            	 	
              Destruction

            	 	
              9

            
	
              13.

            	 	
              Eminent
                Domain

            	 	
              10

            
	
              14.

            	 	
              Assignment
                and Subletting

            	 	
              10

            
	
              15.

            	 	
              Utilities
                and Service; Tenant's Expense

            	 	
              11

            
	
              16.

            	 	
              Default;
                Remedies 

            	 	
              12

            
	
              17.

            	 	
              Insolvency
                or Bankruptcy 

            	 	
              13

            
	
              18.

            	 	
              Fees
                and Expenses; Indemnity;

            	 	 
	 	 	
              Liability
                Insurance

            	 	
              13

            
	
              19.

            	 	
              Access
                to Premises;

            	 	 
	 	 	
              Landlord's
                Right to Enter 

            	 	
              15

            
	
              20.

            	 	
              Waiver;
                Release

            	 	
              15

            
	
              21.

            	 	
              Tenant's
                Certificates

            	 	
              16

            
	
              22.

            	 	
              Rules
                and Regulations

            	 	
              16

            
	
              23.

            	 	
              Tax
                on Tenant's Personal Property

            	 	
              16

            
	
              24.

            	 	
              Authority

            	 	
              16

            
	
              25.

            	 	
              Signage

            	 	
              16

            
	
              26.

            	 	
              Parking

            	 	
              16

            
	
              27.

            	 	
              Miscellaneous

            	 	
              16

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    LEASE

    


    


    


    THIS
      LEASE is made and entered into as of this 10TH
      day of
_September
      2007,
      by and
      between PARK CENTRE I, LLC (herein called "Landlord"), and Campus
      Tech, Inc
      (herein
      called "Tenant"). W
      I T
      N E S S E T H:

    


    


    Upon
      and
      subject to the terms, covenants and conditions hereinafter set forth, Landlord
      leases to Tenant and Tenant leases from Landlord the Property (as hereinafter
      defined):

    


    


    1. Definitions

    


    
      	 	 	
              1.1

            	
              Additional
                Rent:
                As defined in Section 2.4, below.

            


    

    


    
      	 	 	
              1.2

            	
              Basic
                Rent:
                As defined in Section 2.1, below.

            


    

    


    
      	 	 	
              1.3

            	
              Building:
                The building located at 803 SE Sycolin Road, Leesburg, VA 20175,
                upon the
                Real Property.

            


    

    


    	1.4  	
            Guarantor(s):
              In the event of early termination of the lease, other than termination
              as
              hereinafter provided, Campus
              Tech, Inc.
              does guarantee the repayment of any unamortized leasing commissions
              and
              unamortized Tenant Improvements. These costs will be amortized on a
              monthly basis over the lease period beginning with the first month.
              The
              amount of Tenant Improvements will be determined within 90 days of
              the
              date of rent commencement and will not exceed $15,000 (fifteen thousand
              dollars). An interest rate of 10 % will be used.
              

          


    


    
      	 	 	
              1.5

            	
              Lease:
                This Lease, as amended from time to time, and all Exhibits attached
                hereto.

            


    

    


    
      	 	 	
              1.6

            	
              Lease
                Year:
                Each period of twelve (12) calendar months during the Term, commencing
                on
                the Rent Commencement Date and Partial Lease Year ending on the Term
                Expiration Date.

            


    

    


    
      	 	 	
              1.7

            	
              Premises:
                1,708
                rentable
                square feet of rentable floor area, located within the Building,
                Suite
                # 205 as
                depicted on Exhibit-A.

            


    

    


    
      	 	 	
              1.8

            	
              Real
                Property:
                The land comprising all that certain parcel of land situated in Loudoun
                County, Virginia, and identified as Parcel D, Tax Map
                60.

            


    

    


    
      	 	 	
              1.9

            	
              Rent
                Commencement Date:
                October 1, 2007 or sooner upon a mutually agreed date between tenant
                and
                Landlord.

            


    

    


    
      	 	 	
              1.10

            	
              Term:
                 
                3
                years, unless the Term shall sooner terminate as hereinafter
                provided

            


    

    


    	1.11  	
            Term
              Expiration Date:
              September
              30, 2010

          


    


    	1.12  	
            Landlord
              Consent: Whenever
              Landlord consent is required, consent shall not unreasonably be withheld
              or delayed.

          


    


    
      	 	 	
              1.13

            	
              Operating
                Expenses Base Amount:
                The actual Operating Expenses of the
                2007calendar
                year

            


    

    


    1.14 Real
      Estate Taxes Base Amount:
      The
      actual real estate taxes of 2007
      calendar
      year.

    


    2. Rent;
      Additional Rent

    


    2.1
      Basic
      Rent.
      Commencing on the Rent Commencement Date, Tenant shall pay to Landlord during
      the Term a base rental ("Basic Rent") which shall be in the amount
      of $24.00
      (twenty four dollars) per
      square foot. Basic Rent shall be payable by Tenant in lawful money of the United
      States in equal consecutive monthly installments of one-twelfth the Basic Rent
      on or before the first day of each calendar month, in advance, at the address
      specified for Landlord below, or such other place as Landlord shall designate,
      without any prior demand therefor and without any deductions or setoff
      whatsoever. Rent for any partial month shall be pro rated at the rate of
      one-thirtieth (1/30th) of the monthly Basic Rent per day.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2.2
      Improvement
      Rental Rate.
      Intentionally Deleted

    


    2.3
      Adjustment
      of Rent.
      The
      Basic Rent set forth in Paragraph 2.1 herein above shall be adjusted annually
      on
      each anniversary of the Rent Commencement Date during the Term by multiplying
      the Basic Rent for the immediately preceding Lease Year by Three percent (3%)
      per annum, computed annually.

    


    2.4
      Additional
      Rent.
      Tenant
      shall pay to Landlord as Additional Rent (as such term is defined in Section
      3.2) hereunder, all charges and other amounts required under this Lease
      including, without limitation, all charges specified in Section 3 hereof. All
      such amounts and charges shall be payable to Landlord at the time and at the
      place where Basic Rent is payable. Landlord shall have the same remedies for
      a
      default in the payment of Additional Rent as for a default in the payment of
      Basic Rent.

    


    2.5
      Late
      Payment Charge.
      If
      Tenant shall fail to pay any Basic Rent or Additional Rent within five (5)
      days
      after the same is due and payable, such unpaid amounts shall be subject to
      a
      late payment charge equal to five percent (5%) of such unpaid amounts in each
      instance to cover Landlord's additional administrative costs resulting from
      Tenant's failure. Such late payment charge shall be paid to Landlord together
      with such unpaid amounts.

    


    2.6
      Returned
      Check Charge.
      A
      service charge of One Hundred Dollars ($100.00) will be automatically made
      for
      each instance in which a check is returned unpaid for any reason by the Tenant's
      bank.

    


    3. Additional
      Rent   

    


    3.1
      For
      purposes of this Section 3, the following terms shall have the meanings
      hereinafter set forth:

    


    (a)
      "Tenant's Share" shall mean that proportion which the rentable floor area of
      Tenant's Premises bears to the total rentable floor area of the Building; i.e.,
      1,708
      divided
      by 69,400 square feet or 2.46%
      .

    


    (b)
      "Real
      Estate Taxes" shall mean all taxes, assessments and charges levied upon or
      with
      respect to the Real Property and Building or any personal property of Landlord
      used in the operation thereof, or Landlord's interest in the Building or such
      personal property, and shall also include any other tax, fee or other excise,
      however described, that may be levied or assessed as a substitute for, or as
      an
      addition to, in whole or in part, any other Real Estate Taxes, whether or not
      now customary or in the contemplation of the parties on the date of this Lease.
      Real Estate Taxes shall not include franchise or income taxes measured by the
      net income of Landlord from all sources, unless, due to a change in the method
      of taxation, any of such taxes is levied or assessed against Landlord as a
      substitute for, or as an addition to, in whole or in part, any other tax that
      would otherwise constitute a Real Estate Tax. Real Estate Taxes shall also
      include reasonable legal fees, costs and disbursements incurred in connection
      with proceedings to contest, determine or reduce Real Estate Taxes.

    


    (c)
      "Expenses" shall mean the total of all reasonable costs and expenses paid or
      incurred by Landlord in connection with the management, operation, maintenance
      and repair of the Building and the Real Property, including, without limitation
      (i) the cost of air conditioning, electricity, steam, heating, gas, mechanical,
      ventilating, escalator and elevator systems and all other utilities and the
      cost
      of supplies and equipment and maintenance and service contracts in connection
      therewith, (ii) the cost of repairs and general maintenance and cleaning, (iii)
      the cost of fire, extended coverage, boiler, sprinkler, public liability,
      property damage, rent, earthquake and other insurance, (iv) wages, salaries
      and
      other labor costs, including taxes, insurance, retirement, medical and other
      employee benefits, (v) fees, charges and other costs, including Landlord's
      reasonable management fees, consulting fees, and accounting fees, of all
      independent contractors engaged by Landlord in connection with the Building,
      (vi) the cost of supplying, replacing and cleaning employee uniforms, (vii)
      the
      cost of any capital improvements made to the Building after completion of its
      construction as a labor-saving device or to effect other economies in the
      operation or maintenance of the Building, or made to the Building after the
      date
      of this Lease, that are required under any governmental law or regulation that
      was not applicable to the Building at the time that permits for the construction
      thereof were obtained, such cost to be amortized over such reasonable period
      as
      Landlord shall determine, together with interest on the unamortized balance
      at
      the rate of ten percent (10%) per annum or higher rate as may have been paid
      by
      Landlord on funds borrowed for the purpose of constructing such capital
      improvements, and (viii) any other expenses of any other kind whatsoever
      reasonably incurred in managing, operating, maintenance and repairing the
      Building or in connection with the managing, operating, maintaining and
      repairing the common areas of 801 Sycolin Rd, and which are allocated to the
      Building.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (d)
      If
      during all or part of any calendar year, Landlord shall not furnish any
      particular item of work or service that would be included in the Operating
      Expenses to ninety-five percent (95%) of the rentable area of the Building
      because less than ninety-five percent (95%) of the Building is occupied or
      any
      other tenant is itself obtaining and providing such item of work or service,
      then an adjustment shall be made in the Operating Expenses for such calendar
      year so that the Tenant's Share of the Operating Expenses for such calendar
      year
      shall be increased to the amount that Landlord determines are reasonably
      attributable to the Tenant's use of the Premises.

    


    (e)
      Expenses shall exclude (i) costs attributable to specific tenants which are
      recovered from those tenants, (ii) the cost of any capital improvements except
      those stated in subparagraph 3.1(c) (vii), and (iii) interest and principal
      payments on mortgages.

    


    (f)
      "Monthly Expenses" with respect to each calendar month during the Term shall
      mean one-twelfth (1/12) of the total Expenses for the calendar year in which
      such month occurs.

    


    3.2
      Payment
      of Tenant's Share.
      For
      each calendar year after the calendar year in which the Lease Commencement
      Date
      occurs (the “Adjustment Year”), commencing as of the first day of the month in
      which each anniversary of the Lease Commencement Date occurs, Tenant shall
      pay
      to Landlord as additional rent (The “Additional Rent”) on or before the first
      day of each calendar month, an amount which is the sum of the Tenant's Share
      of
      (I) any amount by which the total Real Estate Taxes are estimated by Landlord
      in
      its reasonable judgement, levied during such Adjustment Year, is expected to
      exceed the Real Estate Taxes Base Amount specified in Section 1.10, plus (ii)
      any amount by which the total Operating Expenses for the Adjustment Year as
      estimated by Landlord in its reasonable judgement, is expected to exceed the
      Operating Expenses Base Amount specified in Section 1.8 (as the same may be
      adjusted pursuant to Section 3.3 below). After the expiration of each calendar
      year commencing or ending during the Term, Landlord shall furnish Tenant with
      a
      statement (herein called Landlord's Expense Statement") setting forth in
      reasonable detail the Expenses for such calendar year. If the actual Expenses
      for such calendar year exceed the estimated Expenses paid by Tenant for such
      calendar year, Tenant shall pay to Landlord the difference between the amount
      paid by Tenant and the actual Expenses within fifteen (15) days after the
      receipt of Landlord's Expense Statement, and if the total amount paid by Tenant
      for any such calendar year shall exceed the actual Expenses for such calendar
      year, such excess shall be credited against the next installment of the
      estimated Expenses due from Tenant to Landlord hereunder, if any, or shall
      be
      paid by Landlord to Tenant together with Landlord's Expense Statement. The
      obligations of Landlord and Tenant under this Section 3.2 shall survive any
      termination of this Lease.

    


    	3.3  	
            Excessive
              Increase in Operating Expenses Occasioned by
              Tenant.

          


    


    (a)
      Notwithstanding anything to the contrary in this Lease, in the event Tenant
      installs or operates any heavy duty mechanical or electrical equipment,
      including auxiliary cooling equipment, in the Premises or conducts by an
      excessive amount under the facts and circumstances, Tenant shall be solely
      responsible for the costs of any excess electrical consumption or other charges
      that may be occasioned thereby, in which event, the charges attributed to such
      excess electrical consumption or other charges shall not be considered an
      Operating Expense or allocated pro
      rata
      among
      the tenants of the Building but shall instead be added to and payable on a
      monthly basis as Additional Rent of the Tenant.

    


    (b)
      The
      total average consumption of electricity, including lighting, in excess of
      three
      and one half (3-1/2) watts per square foot for the Premises shall be deemed
      excessive. Additionally, any individual piece of electrically operated machinery
      or equipment having a name plate rating in excess of two (2) kilowatts shall
      also be deemed as requiring excess electric current.

    


    (c)
      Landlord may require that one or more separate meters be installed to record
      the
      consumption or use of electricity or shall have the right to cause a reputable
      independent electrical engineer to survey and determine the quantity of
      electricity consumed by such excessive use. The cost of any such survey or
      meters and of installation, maintenance and repair thereof shall be paid for
      by
      Tenant. Tenant agrees to pay Landlord (or the utility company, if direct service
      is provided by the utility company), promptly upon demand therefor, for all
      such
      electric consumption and demand as shown by said meters, or a flat monthly
      charge determined by the survey, as applicable at the rates charged for such
      service by local public utility company. If Tenant’s cost of electricity based
      on meter readings is to be paid to Landlord, Tenant shall pay a reasonable
      service charge related thereto.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4. Delivery
      and Condition of Premises.
      Landlord agrees that it will use reasonable efforts to cause construction of
      the
      Premises to be completed in the manner and utilizing materials similar to those
      described in the agreed Space Plan. If Landlord shall be unable to give
      possession of the Premises on the Rent Commencement Date by reason of the fact
      that the construction of the Initial Improvements is not substantially
      completed, Landlord shall not be subject to any liability for failure to give
      possession on said date. Under such circumstances, the rent payable pursuant
      to
      Paragraph 2 of this Lease shall be abated and shall not commence until Initial
      Improvements are substantially completed. No such failure to give possession
      on
      the Rent Commencement Date shall affect the validity of this Lease or the
      obligations of Tenant extended hereunder, and in no event shall the Term be
      extended beyond the Lease Termination Date. Notwithstanding the foregoing,
      in
      the event that Tenant fails to meet any deadline set forth for approval or
      other
      performance by Tenant in agreed space plan, then the obligation of Landlord
      to
      cause construction of the Premises to be completed shall be extended, on a
      day-for-day basis, for each day by which Tenant has failed to meet any such
      deadline, and the obligation to pay rent pursuant to Paragraph 2 of this Lease
      shall commence on the Rent Commencement Date, regardless of whether construction
      of the Initial Improvements is substantially completed.

    


    5. Operation
      of the Building and Real Property

    


    5.1 Maintenance
      of Building and Real Property.
      The
      manner in which the Building and Real Property are maintained and operated
      and
      the expenditures therefor shall be at the sole discretion and expense of
      Landlord and consistent with other first class office buildings in the Northern
      Virginia area.

    


    5.2 Alterations
      or Additions.
      Landlord hereby reserves the right, at its expense, at any time and from time
      to
      time, to make alterations or additions to the Building and Real Property.
      Landlord also reserves the right at any time and from time to time to construct
      other improvements in the Building or on the Real Property and to enlarge same
      and make alterations therein or additions thereto.

    


    6. Conduct
      of Business by Tenant

    


    6.1 Permitted
      Use.
      Tenant
      shall use and occupy the Premises during the Term of the Lease solely for use
      as
      normal office space as permitted by law, and for no other use or uses without
      the prior written consent of Landlord.

    


    6.2 Uses
      not Permitted.
      Tenant
      shall not use or occupy, or permit the use or occupancy of, the Premises or
      any
      part thereof for any use other than the use specifically set forth in Section
      6.1 hereof, or in any manner that, in Landlord's judgment, would adversely
      affect or interfere with any services required to be furnished by Landlord
      to
      Tenant or to any other tenant or occupant of the Building, or with the proper
      and economical rendition of any such service, or with the use or enjoyment
      of
      any part of the Building by any other tenant or occupant.

    


    6.3 Tenant's
      Compliance with Laws.
      Tenant,
      at Tenant's cost and expense, shall comply with all laws, orders and regulations
      of federal and municipal authorities, and with all directions, pursuant to
      law,
      of all public officers, that shall impose any duty upon Landlord or Tenant
      with
      respect to the Premises or the use or occupancy thereof.

    


    6.4 Tenant's
      Compliance with Insurance Requirements, etc.
      Tenant
      shall not do anything, or permit anything to be done, in or about the Premises
      which shall conflict with the provisions of any insurance policies covering
      the
      Building or any property located therein, or result in a refusal by any
      insurance company to insure the Building or any such property, in amounts
      reasonably satisfactory to Landlord, or subject Landlord to any liability or
      responsibility for injury to any person or property by reason of any business
      operation being conducted in the Premises, or cause any increase in the
      insurance rates applicable to the Building or property located therein. Tenant,
      at Tenant's expense, shall comply with all rules, orders, regulations or
      requirements of the American Insurance Association (formerly the National Board
      of Fire Underwriters) and with any similar body that shall hereafter perform
      the
      function of such Association. Landlord shall give twenty day written notice
      to
      Tenant to cure any deficiencies. 

    


    7. Alterations
      and Tenant's Property

    


    7.1 Initial
      Improvements.
      Landlord is under no obligation to make structural or other alterations,
      decorations, additions or improvements in or to the Premises; provided, however,
      Landlord shall install the Initial Improvements as set forth in the agreed
      space
      plan.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    7.2 Approved
      Alterations.
      Tenant
      shall make no alterations, installations, additions or improvements in or to
      the
      Premises or any portion thereof or any alteration to the mechanical systems
      of
      the Premises or any portion thereof, including, without limitation, the plumbing
      and air conditioning systems of the Premises or any portion thereof or to the
      apparatus of the Premises or any portion thereof of other or like nature without
      Landlord's prior written consent (any such alteration, installation, addition
      or
      improvement for which Landlord's approval is required is hereinafter referred
      to
      as an "Approved Alteration", and shall include Initial Improvements). Consent
      will not be unreasonably withheld. Unless otherwise agreed in writing by
      Landlord, Tenant shall remove all such Unapproved Alterations and restore the
      portion of the Premises affected thereby to its former condition at its sole
      cost and expense on or before the Term Expiration Date.

    


    7.3 Requirements
      for Approved Alterations.
      Each
      alteration, installation, addition or improvement, shall be subject to the
      limitations that such Alteration (a) does not adversely affect the structural
      strength of the Premises or any portion thereof; (b) does not adversely affect
      the mechanical, plumbing, electrical and HVAC systems of the Premises or any
      portion thereof; (c) does not materially affect the external appearance of
      value
      of the Premises or any portion thereof; and (d) does not diminish or impair
      the
      use of the Building as a first class office building. Prior to making any
      Approved Alteration, plans and specifications therefor in such detail as
      Landlord may request shall be submitted to Landlord and the mortgagees of the
      Building and Real Property for approval.

    


    7.4 Standards
      for Approved Alterations.
      All
      Alterations made by Tenant in the Premises or any portion thereof shall be
      constructed and completed in a good and workmanlike manner at Tenant's sole
      cost
      and expense by contractors approved by Landlord. Prompt payment shall be made
      by
      Tenant and Tenant shall keep the Premises free of mechanics' and materialmen's
      liens and cause the same to be promptly discharged or bonded. Tenant shall
      deliver to Landlord written and unconditional waivers of mechanics' and
      materialmen's liens upon the Real Property for all work, labor and services
      to
      be performed and material to be furnished in connection with the proposed
      Alterations. Tenant shall obtain all necessary governmental permits, licenses
      and approvals, and shall promptly comply with all applicable laws. The
      Alterations shall be completed in accordance with the approved plans and
      specifications where such approvals are required.

    


    7.5 Tenant's
      Property.
      All
      appurtenances, fixtures, improvements, additions and other property attached
      to
      or installed in the Premises, whether by Landlord or by or on behalf of Tenant,
      and whether at Landlord's expense or Tenant's expense, or at the joint expense
      of Landlord and Tenant, shall be and remain the property of Landlord. Any
      furnishings and personal property placed in the Premises that are removable
      without material damage to the Building or the Premises, whether the property
      of
      Tenant or leased by Tenant, are herein called "Tenant's Property". Any
      replacements of any property of Landlord, whether made at Tenant's expense
      or
      otherwise, shall be and remain the property of Landlord.

    


    7.6 Removal
      of Tenant's Property.
      Any of
      Tenant's Property on the Premises prior to the Term Expiration Date shall be
      removed by Tenant at Tenant's cost and expense, and Tenant shall, at its cost
      and expense, repair any damage to the Premises or the Building caused by such
      removal, all on or before the Term Expiration Date. Any of Tenant's Property
      not
      removed from the Premises prior to the expiration of the Term shall, at
      Landlord's option, become the property of Landlord or Landlord may remove such
      Tenant's Property, and Tenant shall pay to Landlord Landlord's costs of removal
      and of any repairs in connection therewith within ten (10) days after the
      receipt of a bill therefor. Tenant's obligation to pay any such costs shall
      survive any termination of this Lease.

    


    8. Repairs

    


    8.1 Maintenance
      of Premises.
      Tenant
      shall maintain the Premises and, at Tenant's cost and expense, shall make all
      repairs and replacements to preserve the Premises in good working order and
      in
      clean, safe and sanitary condition. Landlord shall maintain HVAC.

    


    8.2 Repairs
      by Tenant.
      All
      repairs and replacements made by or on behalf of Tenant or any person claiming
      through or under Tenant shall be made and performed (a) at Tenant's cost and
      expense and at such time and in such manner as Landlord may designate, (b)
      by
      contractors or mechanics approved by Landlord, (c) so that same shall be at
      least equal in quality, value, and utility to the original work or installation,
      and (d) in accordance with the rules and regulations for the Building and the
      Real Property adopted by Landlord from time to time, and in accordance with
      all
      applicable laws and regulations of governmental authorities having jurisdiction
      over the Premises. If Landlord gives Tenant notice of the necessity of any
      repairs or replacements required to be made under Section 8.1 above and Tenant
      fails to commence diligently to effect the same within ten (10) days thereafter,
      Landlord may proceed to make such repairs or replacements and the expenses
      incurred by landlord in connection therewith shall be due and payable from
      Tenant upon demand as Additional Rent; provided, that Landlord's making any
      such
      repairs or replacements shall not be deemed a waiver of Tenant's default in
      failing to make the same.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    8.3 Maintenance
      of Common Areas.
      Landlord shall operate and maintain the common or public areas of the Real
      Property and the Building in a manner deemed by Landlord, in its sole
      discretion, to be appropriate and consistent with other first class office
      buildings in the Northern Virginia area.

    


    9. Liens

    9.1 Work
      Done on Tenant's Behalf.
      Any
      Alterations, repairs, replacements or other work done on the Premises shall
      be
      solely on behalf, and for the account, of Tenant and not of Landlord. Landlord's
      consent to any Alterations shall not be deemed or construed to be Landlord's
      consent or agreement to subject Landlord's interest in the Premises or the
      Real
      Property to any mechanics' or materialmen's liens which may be filed on account
      of such Alterations. Tenant shall keep the Premises free from any liens arising
      out of any work performed, material furnished or obligations incurred by or
      for
      Tenant or any person or entity claiming through or under Tenant.

    


    9.2 Landlord's
      Right to Release Lien.
      In the
      event that Tenant shall not, within thirty (30) days following the imposition
      of
      any lien described in Section 9.1 above, cause same to be released of record
      by
      payment or posting of a proper bond, Landlord shall have, in addition to all
      other remedies provided herein and by law, the right but not the obligation
      to
      cause same to be released by such means as it shall deem proper, including
      payment of the claim giving rise to such lien. All such sums paid by Landlord
      and all expenses incurred by it in connection therewith shall be considered
      Additional Rent and shall be payable to it by Tenant on demand. Any such action
      by Landlord shall not in any event be deemed a waiver of Tenant's default with
      respect thereto.

    


    9.3 Landlord's
      Right to Post Notices.
      Landlord shall have the right at all times to post and keep posted on the
      Premises any notices permitted or required by law, or that Landlord shall deem
      proper, for the protection of Landlord, the Premises, the Building, and any
      other party having an interest therein, from mechanics' and materialmen's liens,
      and Tenant shall give to Landlord at least ten (10) business days' prior notice
      of commencement of any construction on the Premises.

    


    10. Subordination
      and Modification

    


    10.1 Subordination
      of Lease.
      Without
      the necessity of any additional document being executed by Tenant for the
      purpose of effecting a subordination, Tenant agrees that this Lease and Tenant's
      tenancy hereunder are and shall be automatically subject and subordinate at
      all
      times to (a) all ground leases or underlying leases that may now exist or
      hereafter be executed affecting the Building or the Real Property or both,
      (b)
      the lien of any mortgage deed of trust or similar security instrument that
      may
      now exist or hereafter be executed in any amount for which the Building, the
      Real Property, ground leases or underlying leases, or Landlord's interest or
      estate in any of said items is specified as security, and (c) all renewals,
      modifications, consolidations, replacements and extensions of any of the
      foregoing.

    


    Tenant
      covenants and agrees to execute and deliver, upon demand by Landlord and in
      the
      form requested by Landlord, any additional documents evidencing the
      subordination of this Lease with respect to any such ground lease or underlying
      lease, or the lien of any such mortgage or deed of trust. If Tenant fails to
      execute such instruments within fifteen (15) days after written request
      therefor, Landlord is hereby appointed Tenant's attorney-in-fact to execute,
      acknowledge and deliver any and all such instruments for an on behalf of
      Tenant.

    


    10.2 Attornment.
      In the
      event that any ground lease or underlying lease terminates for any reason or
      any
      mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure
      is made for any reason, Tenant shall, notwithstanding any subordination of
      any
      ground lease, underlying lease or lien to this Lease, attorn to and become
      the
      Tenant of the successor in interest to Landlord at the option of such successor
      in interest.

    


    10.3 The
      foregoing notwithstanding, subordination of this Lease to any mortgage and
      attornment by Tenant pursuant to Section 10.2 is conditioned on the holder
      of
      such mortgage executing a nondisturbance agreement in favor of
      Tenant.

    


    11. Inability
      to Perform; No Delay to Constitute Eviction.
      If, for
      any reason, Landlord is unable to perform or make or is delayed in fulfilling
      any of its obligations under this Lease, and such failure arises from or through
      acts of God, strikes, lockouts, labor difficulties, explosions, sabotage,
      accidents, riots, civil commotions, acts of war or warlike conditions in this
      or
      any foreign country, fire and casualty, legal requirements, energy shortage
      or
      causes beyond the reasonable control of Landlord, no such inability or delay
      shall constitute an actual or constructive eviction, in whole or in part, or
      entitle Tenant to any abatement or diminution of Basic Rent or Additional Rent,
      or relieve Tenant from any of its obligations under this Lease, or impose any
      liability upon Landlord or its agents by reason of inconvenience or annoyance
      to
      Tenant or by reason of injury to or interruption of Tenant's business, or
      otherwise.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    12. Destruction

    


    12.1 Damages
      Caused By Tenant.
      Subject
      to the provisions of section 9.2 all injury to the demised premises and other
      portions of the building of which it is a part, caused by Tenant, its agents,
      employees, invitees and visitors, will be repaired by Landlord at the expense
      of
      Tenant, except as otherwise provided in section 8.2, or repaired by Tenant
      with
      Landlord’s approval in accordance with Section 8. Tenant shall reimburse
      Landlord for such repairs within ten (10) days of receipt of invoice from
      Landlord of the costs. At its election, Landlord may regard the same as
      additional rent, in which event the cost shall become additional rent payable
      with the installment of rent next becoming due after notice is received by
      Tenant from Landlord. This provision shall be construed as an additional remedy
      granted to Landlord and not limitation of any other rights and remedies which
      Landlord has or may have in said circumstances.

    Fire
      or Casualty Damage.
      In the
      event of damage or destruction of the demised premises by fire or any other
      casualty without the fault or neglect of Tenant, its agents, employees, invitees
      and visitors, this Lease shall not be terminated, but structural damage to
      the
      premises including demising partition and doors shall be promptly and fully
      repaired and restored as the case may be by Landlord at its own cost and
      expense. Due allowance, however, shall be given for reasonable time required
      for
      adjustment and settlement of insurance claims, and for such other delays as
      may
      result from government restrictions and controls on construction, if any and
      for
      strikes, national emergencies and other conditions beyond the control of
      Landlord. Restoration by Landlord shall not include replacement of furniture,
      equipment or other items that do not become part of the building or any
      improvements to the demised premises in excess of those provided for as building
      standard items as of the commencement date of this Lease. Tenant shall be
      responsible for the repair and restoration of the demised premises and Tenant’s
      property beyond Landlord’s obligation at not cost to Landlord, in accordance
      with the provisions of Section 8, for which it shall maintain adequate insurance
      pursuant to section 18.3 herein. In the event of fire or casualty damage to
      the
      demised premises caused by the fault or neglect of Tenant, its agents,
      employees, invitees or visitors. Landlord shall restore structural damages
      as
      described herein at Tenant’s cost and expense. It is agreed that in any of the
      aforesaid events, this Lease shall continue in full force and
      effect.

    


    12.2 Termination
      of Lease in the Event of Total Destruction.
      Notwithstanding the provisions of Section 12.1 hereof, if, prior to or during
      the Term (a) the Premises shall be totally damaged or rendered wholly
      untenantable by fire or other casualty, and if Landlord shall determine, in
      its
      sole discretion, not to restore the Premises, or (b) the Building shall be
      so
      damaged by fire or other casualty that, in Landlord's opinion, substantial
      alteration, demolition or reconstruction of the Building shall be required
      (whether or not the Premises shall have been damaged or rendered untenantable),
      then, in any of such events, Landlord, at Landlord's option, may give to Tenant
      within ninety (90) days after such fire or other casualty, a thirty (30) days'
      notice of termination of this Lease and, in the event such notice is given,
      this
      Lease and the Term shall terminate upon the expiration of such thirty (30)
      days
      with the same effect as if the date of expiration of such thirty (30) days
      were
      the Term Expiration Date; and the Basic Rent and Additional Rent shall be
      apportioned as of such date and any prepaid portion of Basic Rent or Additional
      Rent for any period after such date shall be refunded by Landlord to
      Tenant.

    


    12.3 Landlord's
      Insurance.
      Landlord shall obtain and maintain, throughout the Term, in Landlord's casualty
      insurance policies, provisions to the effect that such policies shall not be
      invalidated should the insured waive, in writing, prior to loss, any or all
      right of recovery against any party for loss occurring to the Building. In
      the
      event that at any time Landlord's casualty insurance carriers shall exact an
      additional premium for the inclusion of such or similar provisions, Landlord
      shall give tenant notice thereof. In such event, if Tenant agrees, in writing,
      to reimburse Landlord for such additional premium for the remainder of the
      Term,
      Landlord shall require the inclusion of such or similar provisions by Landlord's
      casualty insurance carriers. As long as such or similar provisions are included
      in Landlord's fire insurance policies then in force, Landlord hereby waives
      any
      right of recovery against Tenant, any other permitted occupant of the Premises,
      and any of their servants, employees, agents or contractors, for any loss
      occasioned by fire or other casualty that is an insured risk under such
      policies. In the event that at any time Landlord's casualty insurance carriers
      shall not include such or similar provisions in Landlord's fire insurance
      policies, the waivers set forth in the foregoing sentence shall be deemed of
      no
      further force or effect.

    


    12.4 Tenant
      not Relieved from Liability.
      Except
      to the extent expressly provided in Section 12.3 hereof, nothing contained
      in
      this Lease shall relieve Tenant of any liability to Landlord or to its insurance
      carriers which Tenant may have under law or under the provisions of this Lease
      in connection with any damage to the Premises or the Building by fire or other
      casualty.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    12.5 No
      Abatement of Rent if Damage Caused by Tenant.
      Notwithstanding the foregoing provisions of Section 12 hereof, if any such
      damage is due to the fault or neglect of Tenant, any person claiming through
      or
      under Tenant, or any of their servants, employees, agents, contractors, visitors
      or licensees, then there shall be no abatement of Basic Rent or Additional
      Rent
      by reason of such damages, unless Landlord is reimbursed for such abatement
      of
      Basic Rent or Additional Rent pursuant to any rental insurance policies that
      Landlord may, in its sole discretion, elect to carry.

    


    13. Eminent
      Domain

    


    13.1 Total
      Condemnation.
      If all
      of the Premises is condemned or taken in any manner for public or quasi-public
      use, including but not limited to a conveyance or assignment in lieu of a
      condemnation or taking, this Lease shall automatically terminate as of the
      date
      of dispossession of Tenant as a result of such condemnation or other taking.
      If
      a part of the Premises is so condemned or taken, this Lease shall automatically
      terminate as to the portion of the Premises so taken as of the date of
      dispossession of Tenant as a result of such condemnation or taking. If such
      portion of the Building is condemned or otherwise taken so as to require, in
      the
      opinion of Landlord, a substantial alteration or reconstruction of the remaining
      portions thereof, this Lease may be terminated by Landlord, as of the date
      of
      dispossession of Tenant as a result of such condemnation or taking, by written
      notice to Tenant within sixty (60) days following notice to Landlord as of
      the
      date on which said dispossession will occur.

    


    13.2 Landlord
      Entitled to Award.
      Landlord shall be entitled to the entire award in any condemnation proceeding
      or
      other proceeding for taking for public or quasi-public use, including, without
      limitation, any award made for the value of the leasehold estate created by
      this
      Lease. No award for any partial or entire taking shall be apportioned, and
      Tenant hereby assigns to Landlord any award that may be made in such
      condemnation or other taking, together with any and all rights of Tenant now
      or
      hereafter arising in or to same or any part thereof; provided, however, that
      nothing contained herein shall be deemed to give Landlord any interest in or
      to
      require Tenant to assign to Landlord any separate award made to Tenant
      specifically for its relocation expenses, the taking of personal property and
      fixtures belonging to Tenant or the interruption of or damage to Tenant's
      business. Tenant shall be entitled to moving expenses.

    


    13.3 Partial
      Condemnation.
      In the
      event of a partial condemnation or other taking that does not result in a
      termination of this Lease as to the entire Premises, the Basic Rent and
      Additional Rent shall abate in proportion to the portion of the Premises taken
      by such condemnation or other taking.

    


    13.4 No
      Termination of Lease.
      . If
      all or any portion of the Premises is condemned or otherwise taken for public
      or
      quasi-public use for a limited period of time (not to exceed 30 days), this
      Lease shall remain in full force and effect and Tenant shall continue to perform
      all of the terms, conditions and covenants of this Lease, and Basic Rent and
      Additional Rent shall abate in proportion to the portion of the Premises taken
      during such temporary condemnation or other taking.

    


    14. Assignment
      and Subletting

    


    14.1 No
      Assignment or Subletting Permitted.
      Tenant
      shall not directly or indirectly, voluntarily or by operation of law, sell,
      assign, sublease, encumber, pledge or otherwise transfer or hypothecate all
      or
      any part of the Premises or Tenant's leasehold estate hereunder, without first
      obtaining Landlord's prior written consent, which will not be unreasonably
      withheld. A transfer of fifty percent (50%) or more of the ownership interests
      of Tenant within any twelve (12) month period shall be deemed equivalent to
      an
      assignment or subletting requiring the consent of Landlord. Notwithstanding
      the
      foregoing, a corporate reorganization within the meaning of Section 368 of
      the
      Internal Revenue Code of 1986 shall not be considered an assignment or
      subletting within the meaning of this Section 14.1. Tenant agrees that any
      permitted assignment or subletting hereunder may be conditioned upon payment
      of
      consideration to be agreed upon by Landlord and Tenant.

    


    14.2 Procedure
      for Assignment, Subletting.
      If
      Tenant desires at any time to assign, sublease or otherwise transfer the
      Premises or any portion thereof, it shall send a written notice to Landlord,
      which notice shall contain (a) the name of the proposed occupancy or subtenant,
      (b) the nature of the proposed occupant's or subtenant's business to be carried
      on in the Premises, (c) the portion(s) of the Premises to be subject to such
      assignment or sublease and the other terms and provisions of the proposed
      assignment or sublease, (d) such financial information as Landlord may
      reasonably request concerning the proposed occupant or subtenant, and (e) a
      true
      copy of a proposed assignment or sublease.

    


    14.3 No
      Release of Tenant.
      No
      assignment or sublease by Tenant shall relieve Tenant of any obligation to
      be
      performed by Tenant under this Lease, whether arising before or after the
      assignment or sublease. Any assignment or sublease that is not in compliance
      with this Section 14 shall be void and, at the option of Landlord, shall
      constitute a default by Tenant under this Lease.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	15.  	
            Building
              Services.

          


    


    Standard
      Services. Landlord
      shall furnish reasonably adequate (consistent with other, comparable buildings
      in the Northern Virginia areas) electrical power for all normal office machines
      and lighting, water and char services without additional cost to Tenant.
      Landlord shall furnish hot and cold water at those points of supply provided
      for
      the general use of all of the tenants in the Building, as well as central heat
      and air-conditioning in season, at such time as Landlord normally furnishes
      these services to other tenants in the Building and at such temperatures and
      in
      such amounts as are considered by Landlord to be standard, Monday through
      Friday, from 8:00 A.M. to 6:00 P.M., and on Saturday from 9:00 A.M. to 1:00
      P.M.
      or other such hours as Landlord may in its discretion deem appropriate,
      exclusive of Sundays and all Federally-designated and Virginia designated
      holidays which Landlord may choose to acknowledge during such seasons of the
      year when such services are normally and usually furnished in modern office
      buildings in the Northern Virginia Area. Landlord shall provide routine
      maintenance, painting and electrical lighting service for all public areas
      and
      special service areas of the Building, in the manner and to the extent deemed
      by
      the Landlord to be standard. In the event an air conditioner unit or units
      (in
      excess of the Building Standard Improvements), for the purpose of cooling
      computers or other office machinery, are installed by Tenant, the operation
      of
      the unit(s) all be under Tenant’s control, and the maintenance costs shall be
      the obligation of Tenant. Failure by Landlord to any extent to furnish these
      defined services, or any cessation thereof, or delay thereof caused by
      breakdown, maintenance, repairs, strikes, scarcity of labor or materials, acts
      of God or from any other cause, shall not render Landlord liable in any respect
      for damages to either person or property, nor shall such events be construed
      an
      eviction of Tenant, nor work an abatement of Basic Rent or Additional Rent,
      nor
      relieve Tenant from the fulfillment of any term, condition, covenant or
      agreement contained in this Lease. Should any of the Building equipment or
      machinery break down, or for any cause or reason cease to function properly,
      Landlord shall use reasonable diligence to repair the same promptly, but Tenant
      shall have no claim for rebate of Basic Rent or Additional Rent or for any
      damages on account of any interruptions in service occasioned thereby or
      resulting therefrom.

    


    15.2 Additional
      Services.
      Should
      Tenant require heating and cooling services beyond the hours and/or days
      stipulated in Section 15.1, provided Tenant gives Landlord notice of the nature
      and extent of additional services desired by 1:00 P.M. on any day it desires
      additional services in the evening, or by 1:00 P.M. on the Friday before it
      desires additional services on the succeeding Saturday or Sunday, or by 1:00
      P.M. of the last normal business day preceding any holidays Landlord has
      indicated it will acknowledge, then, in any such event Landlord will furnish
      such additional services requested at Twenty Five and 00/100 dollars ($25.00)
      per hour which hourly charge may be increased by Landlord after review of
      Landlord’s actual cost of providing such additional services; provided, further,
      that there will be a minimum charge of four (4) hours each time overtime
      services are required.


     

    16. Default;
      Remedies

    


    16.1 Events
      of Default.
      The
      following shall constitute an event of default under this Lease:

    


    (a)
      The
      failure to pay any amount of Basic Rent or Additional Rent in full within seven
      (7) days after the same is due.

    


    (b)
      The
      failure to perform or honor any other covenant or condition made under this
      Lease provided Tenant shall have a grace period of ten (10) days from the date
      of written notice from Landlord within which to cure any such failure governed
      by this subparagraph (b) but not specifically by the other subparagraphs of
      this
      Section 16.1; provided, however, that with respect to any such default that
      cannot reasonably be cured within the ten (10) day grace period, Tenant shall
      not be deemed in default if Tenant commences to cure within ten (10) days from
      Landlord's notice and continues to prosecute diligently the curing thereof
      to
      completion within a reasonable time; and provided, further, that if any such
      failures which would be deemed defaults hereunder upon expiration of such grace
      period occur more often that twice in any twelve month period, the foregoing
      requirements of written notice and a grace period shall be deemed waived with
      respect to any such subsequent failures for the remainder of the
      Term.

    


    (c)
      If
      any representation or warranty made by Tenant, or others on behalf of Tenant,
      under or pursuant to the Lease shall prove to have been false or misleading
      in
      any material respect (including by way of material omissions) as of the date
      on
      which such representation or warranty was made.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (d)
      If
      Tenant makes or consents to an assignment for the benefit of creditors or a
      common law composition or creditors, or a receiver of Tenant's assets is
      appointed, or Tenant files a voluntary petition in any bankruptcy or insolvency
      proceeding, or an involuntary petition in bankruptcy or insolvency proceeding
      is
      filed against Tenant and not discharged or dismissed within thirty (30) days,
      or
      Tenant is adjudicated bankrupt or admits in writing its inability to pay its
      debts or that it is insolvent.

    


    (e)
      Unless adequately covered by insurance in the reasonable opinion of the
      Landlord, the entry of a final judgment for the payment of money in excess
      of
      $200,000.00 against the Tenant and the failure by the Tenant to discharge the
      same, or cause it to be discharged, or bonded off to the Landlord's
      satisfaction, within thirty (30) days from the date of the order, decree or
      process under which or pursuant to which such judgment was
      entered."

    


    (f)
      If
      Tenant shall dissolve or liquidate, and such dissolution or liquidation is
      not
      in connection with a reorganization, merger or consolidation approved in writing
      by Landlord.

    


    16.2 Landlord's
      Remedies.
      Upon
      the occurrence of an Event of Default which is not cured by Tenant within the
      grace periods specified in Section 16.1 hereof, Landlord shall have the
      following rights and remedies in addition to all other rights or remedies
      available to Landlord in law or equity:

    


    (a)
      Landlord may terminate this Lease by notice to Tenant (and Tenant hereby
      expressly waives any other or additional notice to quit or notice of Landlord's
      intention to re-enter), whereupon this Lease and the Term shall terminate,
      Tenant shall quit, vacate and surrender the Premises and all amounts accrued
      and
      unpaid Basic rent and Additional Rent shall be due and payable in
      full.

    


    (b)
      Upon
      any termination of this Lease pursuant to Section 16.2(a) or Section 17,
      Landlord may (i) proceed to re-enter the Premises and recover possession
      thereof; (ii) as attorney-in-fact for Tenant, remove therefrom all persons
      and
      Tenant's Property, store such Tenant's Property in a public warehouse or
      elsewhere at the cost, and for the account, of Tenant, sell such Tenant's
      Property and apply the proceeds thereof to payment of Tenant's obligations
      and
      liabilities under this Lease, and hold the balance of such proceeds, if any,
      in
      trust for Tenant; (iii) restore the Premises to good order and repair or
      otherwise prepare the Premises for reletting by making such alterations, repairs
      or replacements in the Premises as Landlord, in its sole discretion deems
      necessary or appropriate; and (iv) relet the Premises for such rent, for such
      term (which may be longer or shorter than the Term originally reserved
      hereunder) and upon such other terms and conditions as are not unreasonable
      under the circumstances. Tenant shall be liable for all damages sustained by
      Landlord in connection with such termination of this Lease, including without
      limitation the excess of the aggregate amounts of Basic Rent and Additional
      Rent
      reserved under this Lease for the Term originally reserved hereunder over net
      amounts actually realized in reletting the Premises, reasonable attorneys'
      fees,
      brokerage commissions and the costs and expenses of recovering possession of
      the
      Premises and restoring the Premises to first class condition for
      reletting.

    


    Any
      such
      damages may, at Landlord's election, be recovered in one or more actions upon
      termination of the Term, at the time of any initial reletting or from time
      to
      time as such damages may become more easily ascertainable by successive
      relettings. In no event shall Landlord be liable for any failure to relet the
      Premises or for any failure to collect any amounts due on account of relettings
      and in no event shall Tenant have any right to any excess of amounts received
      by
      Landlord on account of relettings over amounts which Tenant may be liable
      hereunder.

    


    (c)
      Landlord may elect not to terminate this Lease but to recover the Basic Rent
      and
      Additional Rent accruing hereunder in one or more actions as the same become
      due
      or, in advance, the present value of Basic rent and Additional Rent to become
      due hereunder, discounted by a factor of eight percent (8%) per annum; or,
      as
      attorney-in-fact for Tenant, Landlord may from time to time sublet the Premises
      or any part thereof for such term or terms (which may extend beyond the Term)
      and at such rent and such other terms as Landlord in its sole discretion may
      deem advisable, with the right to make alterations and repairs to the Premises.
      Upon each such subletting (i) Tenant shall be immediately liable for payment
      to
      Landlord of, in addition to Basic Rent and Additional Rent due hereunder, the
      cost of such subletting and such alterations and repairs incurred by landlord
      and the amount, if any, by which the Basic Rent and Additional Rent for the
      period of such subletting (to the extent such period does not exceed the Term)
      exceeds the amount to be paid as Basic Rent and Additional Rent for the Premises
      for such period, or (ii) at the option of Landlord, rents received from such
      subletting shall be applied, first, to payment of any indebtedness other than
      Basic Rent and Additional Rent due hereunder from Tenant to Landlord; second,
      to
      the payment of any costs of such subletting and of such alterations and repairs;
      third, to payment of Basic Rent and Additional Rent due and unpaid hereunder;
      and the residue, if any, shall be held by Landlord and applied in payment of
      future Basic Rent and Additional Rent as the same become due
      hereunder.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    If
      Tenant
      has been credited with any rent to be received by such subletting under clause
      (i) and such rent shall not be promptly paid to Landlord by the subtenant(s),
      or
      if such rentals received from such subletting under clause (ii) during any
      month
      are less than those to be paid during that month by Tenant hereunder, Tenant
      shall pay any such deficiency to Landlord. Such deficiency shall be calculated
      and paid monthly. No subletting of the Premises by Landlord, as attorney-in-fact
      for Tenant, shall be construed as an election on its part to terminate this
      Lease unless a notice of such termination is given to Tenant. Notwithstanding
      any such subletting without termination, Landlord may at any time thereafter
      elect to terminate this Lease for such previous breach; and

    


    (d)
      Landlord may have a receiver appointed for Tenant, upon application by Landlord,
      to take possession of the Premises and to apply any rental collected from the
      Premises and to exercise all other rights and remedies granted to Landlord
      as
      attorney-in-fact for Tenant pursuant to Section 16.2(b) hereof.

    


    (e)
      Tenant hereby expressly and unconditionally waives, in connection with any
      suit,
      action or proceeding brought by Landlord under this Lease, any and every right
      it may have to (i) injunctive relief, (ii) a trial by jury, (iii) interpose
      any
      counterclaim therein and (iv) have the same consolidated with any other or
      separate suit, action or proceeding. Nothing herein contained shall prevent
      or
      prohibit Tenant from instituting or maintaining a separate action against
      Landlord with respect to any asserted claim.

    


    17. Insolvency
      or Bankruptcy.
      Upon
      the appointment of a receiver to take possession of all or substantially all
      of
      the assets of Tenant, or an assignment by Tenant for the benefit of creditors,
      or any action taken or suffered by Tenant under any insolvency, bankruptcy,
      reorganization, moratorium or other debtor relief act or statute, whether now
      existing or hereafter amended or enacted, this Lease shall automatically
      terminate without notice or other action by Landlord or Tenant; provided
      further, that Landlord shall have the right, within thirty (30) days after
      Landlord has actual knowledge of the events effecting such termination, to
      revoke such termination and reinstate this Lease retroactively to the date
      of
      such termination. Upon, and at any time after, such termination, Landlord shall
      have the right to exercise the remedies reserved under Section 16.2(b). In
      no
      event shall this Lease or any rights or privileges hereunder be an asset of
      Tenant under any bankruptcy, insolvency, reorganization or other debtor relief
      proceedings.

    


    18. Fees
      and Expenses; Indemnity; Liability Insurance

    


    18.1 Performance
      by Landlord.
      If
      Tenant shall default in the performance of its obligations under this Lease,
      Landlord, at any time thereafter and without notice, may remedy such default
      for
      Tenant's account and at Tenant's expense, without thereby waiving any other
      rights or remedies of Landlord with respect to such default.

    


    	18.2  	
            Indemnification
              by Tenant.
              

          


     

    (a)Tenant
      agrees to indemnify Landlord, its employees, agents, contractors, mortgagees
      and
      successors in interest against and save Landlord, its employees, agents,
      contractors, mortgagees and successors in interest harmless from any and all
      loss, cost, liability, damage and expense including, without limitation,
      penalties, fines and reasonable counsel fees, incurred in connection with or
      arising from any cause whatsoever in, on or about the Premises, including,
      without limiting the generality of the foregoing (i) any default by Tenant
      in
      the observance or performance of any of the terms, covenants or conditions
      of
      this Lease on Tenant's part to be observed or performed, or (ii) the use or
      occupancy or manner of use or occupancy of the Premises by Tenant or any person
      or entity claiming through or under Tenant, (iii) any acts, omissions or
      negligence of Tenant or any person or entity claiming through or under Tenant,
      or of the contractors, agents, servants, employees, visitors or licensees of
      Tenant or any such person or entity, in, on or about the Premises or the
      Building,, during, the Term, including without limitation, any acts, omissions
      or negligence in the making or performing of any Alterations. 

    


    (b)
      Landlord shall indemnify, defend and hold harmless Tenant, its employees,
      shareholders, agents and contractors, from and against all loss, liability,
      damages, claims, liabilities and costs (including, but not limited to attorney'’
fees) incurred in connection with or arising from (I) the negligence or willful
      misconduct of Landlord, its agents, employees or contractors, (ii) Landlord’s
      operation and management of the Premises; (iii) latent defects in the Premises,
      (iv) any breach of Landlord’s obligation sunder this Lease; and (v) the presence
      of any hazardous materials in the or contamination in the Building or on the
      Real Property resulting from Landlord’s acts or omissions. This section 18.2
      shall survive termination or expiration of this Lease.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    18.3 Liability
      Insurance.
      (A)
      PROPERTY INSURANCE. Tenant shall maintain during its term
      of
      this Lease and any extensions thereof, appropriate insurance (or self insurance)
      on all equipment and personal property of Tenant Located in Premises. All
      property Insurance obtained by Landlord and Tenant in accordance with this
      Article 18.3 of the Lease shall be written by a financially responsible company
      or companies. (B) LIABILITY INSURANCE. Both Landlord and Tenant shall maintain
      during the term of this Lease and any extensions thereof, commercial general
      liability insurance policies, with a minimum coverage of 1,000,000 per
      occurrence for property damage, bodily injuries or deaths of persons occurring
      in or about the Building and Premises. Said insurance shall be written by a
      financially responsible company or companies. Upon written request, each party
      shall provide the other party with certificates of insurance, evidencing the
      liability coverage required by this Article 18.3 of the Lease. (C) WAIVER OF
      SUBROGATION. Anything in this Lease to the contrary notwithstanding, Landlord
      and Tenant each waive any and all rights of recovery, claims, actions or causes
      of action , against the other, its agents,, officers, or employees, for any
      loss
      or damage that may occur to the Premises or
      Building, regardless of cause or origin, including the negligence of Landlord
      or
      Tenant, their agents, officers or employees, if: (i) any such loss or damage
      is
      covered by insurance benefiting the party suffering such loss or damage or
      (ii)
      is required to be covered by insurance pursuant to this Lease. (D) INDEMNITY.
      Unless due to Landlord’s negligence or willful misconduct, Tenant shall protect,
      indemnify, defend and hold Landlord harmless from any and all cost, loss,
      damage, liability or expense arising out of or connected with injury or damage,
      including death, to persons or property occurring on the Premises, or arising
      out of any act or omission of Tenant, its agents, officers, employees or
      invitees. Unless due to Tenant’s negligence or willful misconduct, Landlord
      shall protect, indemnify, defend and hold Tenant harmless from any and all
      cost,
      loss, damage, liability or expense arising out of, or connected with injury
      or
      damage, including death, to persons or property occurring in or around the
      Building, common areas or parking lot, or arising out of any act or omission
      of
      Landlord, its agents, officers, employees or invitees.

    


    18.4 Delivery
      of Policies.
      Tenant
      shall deliver policies of all required insurance, or certificates thereof,
      to
      Landlord on or before the Rent Commencement Date, and thereafter at least thirty
      (30) days before the expiration dates of expiring policies. In the event Tenant
      shall fail to procure such insurance, or to deliver such policies or
      certificates, Landlord may, at its option, procure same for the account of
      Tenant, and the cost thereof shall be paid to Landlord as Additional Rent within
      five (5) days after delivery to Tenant of bills therefor. Landlord shall give
      Tenant opportunity to cure. Tenant's compliance with the provisions of this
      Section 18.4 shall in no way limit Tenant's liability under any of the other
      provisions of this Section.

    


    18.5 Landlord
      Not Liable.
      Landlord shall not be responsible for or liable to Tenant for any loss or damage
      that may be occasioned by or through the acts or omissions of persons occupying
      adjoining premises or any part of the premises adjacent to or connection with
      the Premises or any part of the Building or of third parties either legally
      or
      illegally within the Premises or the Building or for any loss or damage
      resulting to Tenant or its property from burst, stopped or leaking water, gas,
      sewer or steam pipes or for any damage or loss or property within the Premises
      from any causes whatsoever, including theft or vandalism.

    


    18.6 Payment
      by Tenant.
      Except
      as specifically provided to the contrary in this Lease, Tenant shall pay to
      Landlord, within ten (10) days after notice by Landlord to Tenant of the amount
      thereof: (a) sums equal to all expenditures made and monetary obligations
      incurred by Landlord including, without limitation, expenditures made and
      obligations incurred for reasonable counsel fees, in connection with the
      remedying by Landlord for Tenant's account pursuant to the provisions of Section
      18.1 hereof; (b) sums equal to all losses, costs, liabilities, damages and
      expenses referred to in Section 18.2 hereof; and (c) sums equal to all
      expenditures made and monetary obligations incurred by Landlord, including,
      without limitation, expenditures made and obligations incurred for reasonable
      counsel fees, in collecting or attempting to collect the Basic Rent, Additional
      Rent or any other sum of money accruing under this Lease or in enforcing or
      attempting to enforce any rights of Landlord under this Lease or pursuant to
      law. Any sum of money (other than Basic Rent) accruing from Tenant to Landlord
      pursuant to any provision of this Lease, whether prior to or after the Rent
      Commencement Date, may, at Landlord's option, be deemed Additional Rent.
      Tenant's obligations under this 18.6 shall survive the expiration or earlier
      termination of the Term.

    


    19. Access
      to Premises; Landlord's Right to Enter.
      Landlord reserves and shall have the right to enter the Premises at all
      reasonable times to inspect same, to show the Premises to prospective
      purchasers, mortgagees or tenants, to post notices of nonresponsibility, and
      to
      alter, improve or repair the Premises, adjacent premises and any other portion
      of the Building or any systems serving any of the same, without abatement of
      Basic Rent or Additional Rent, and may for that purpose erect, use and maintain
      scaffolding, pipes, conduits and other necessary structures in and through
      the
      Premises where reasonably required by the character of the work to be performed;
      provided that the entrance to the Premises shall not be blocked thereby.
      Landlord and its agents shall also have unrestricted access to the Premises
      at
      any time in the event of an emergency, without abatement of Basic Rent or
      Additional Rent. Tenant hereby waives any claim for damages for any injury
      or
      inconvenience to or interference with Tenant's business, any loss of occupancy
      or quiet enjoyment of the Premises or any other loss occasioned thereby. For
      each of the aforesaid purposes, Landlord shall at all times have and retain
      a
      key with which to unlock all of the doors in, upon and about the Premises,
      excluding Tenant's vaults and safes, or special security areas (designated
      as
      such by Tenant in advance), and Landlord shall have the right to use any and
      all
      means that Landlord may deem necessary or proper to open said doors in an
      emergency, in order to obtain entry to any portion of the Premises, and any
      entry to the Premises or portions thereof obtained by Landlord by any of said
      means, or otherwise, shall not under any circumstances be construed or deemed
      to
      be a forcible or unlawful entry into, or a detainer of, the Premises, or an
      eviction, actual or constructive, of Tenant from the Premises or any portion
      thereof. Landlord shall also have the right at any time, without same
      constituting an actual or constructive eviction and without incurring any
      liability to Tenant therefor, to change the arrangement and/or location of
      entrances or passageways, doors and doorways, and corridors, elevators, stairs,
      toilets and other public parts of the Building.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    20. Waiver;
      Release

    


    20.1 No
      Waiver.
      No
      failure by Landlord to insist upon the strict performance of any obligation
      of
      Tenant under this Lease or to exercise any right, power or remedy consequent
      upon a breach thereof, no acceptance of full or partial Basic rent or Additional
      Rent during the continuance of any such breach, and no acceptance of the keys
      to
      or possession of the Premises prior to the termination of the Term by any
      employee of Landlord shall constitute a waiver of any such breach or of such
      term, covenant or condition or operate as a surrender of this Lease. No payment
      by Tenant or receipt by Landlord or a lesser amount than the aggregate of all
      Basic Rent and Additional Rent then due under this Lease shall be deemed to
      be
      other than on account of the first items of such Basic Rent and Additional
      Rent
      then accruing or becoming due, unless Landlord elects otherwise; and no
      endorsement or statement on any check and no letter accompanying any check
      or
      other payment of Basic Rent or Additional Rent in any such lesser amount and
      no
      acceptance of any such check or other such payment by Landlord shall constitute
      an accord and satisfaction, and Landlord may accept such check or payment
      without prejudice to Landlord's right to recover the balance of such Basic
      Rent
      or Additional Rent or to pursue any other legal remedy.

    


    20.2 Modifications
      in Writing.
      Neither
      this Lease nor any term or provision hereof may be changed, waived, discharged
      or terminated orally, and no breach thereof shall be waived, altered or
      modified, except by a written instrument signed by the party against which
      the
      enforcement of the change, waiver, discharge or termination is sought. No waiver
      of any breach shall affect or alter this Lease, but each and every term,
      covenant and condition of this Lease shall continue in full force and effect
      with respect to any other then existing or subsequent breach
      thereof.

    


    21. Tenant's
      Certificates.
      Tenant,
      at any time and from time to time upon not less than fifteen (15) days' prior
      written notice from Landlord, will execute, acknowledge and deliver to Landlord
      and, at Landlord's request, to any prospective purchaser, or mortgagee of any
      part of the Building and Real Property, a certificate of Tenant stating: (a)
      that Tenant has accepted the Premises (or, if Tenant has not done so, that
      Tenant has not accepted the Premises and specifying the reasons therefor),
      (b)
      the Commencement and Term Expiration Dates of this Lease, (c) that this Lease
      is
      unmodified and in full force and effect (or, if there have been modifications,
      that same is in full force and effect as modified and stating the
      modifications), (d) whether or not there are then existing any defenses against
      the enforcement of any of the obligations of Tenant under this Lease (and,
      if
      so, specifying same), (e) the dates, if any, to which the Basic Rent and
      Additional Rent and other charges under this Lease have been paid. It is
      intended that any such certificate of Tenant delivered pursuant to this Section
      21 may be relied upon by Landlord and any prospective purchaser, ground or
      underlying lessor or mortgagee of any part of the Real Property.

    


    22. Rules
      and Regulations.
      Tenant,
      its agents, employees, invitees, licensees, customers, clients and guests shall
      at all times faithfully observe and comply with the rules and regulations
      attached hereto as Exhibit
      C,
      and
      such other rules and regulations as may be promulgated from time to time by
      Landlord, and all modifications thereof and additions thereto, from time to
      time, put into effect by Landlord. Landlord shall not be responsible for the
      nonperformance by any other tenant or occupant of the Building of any said
      rules
      and regulations. In the event of an express and direct conflict between the
      terms, covenants, agreements and conditions of this Lease and the terms,
      covenants, agreements and conditions of such rules and regulations, as modified
      and amended from time to time by Landlord, this Lease shall
      control.

    


    23. Tax
      on
      Tenant's Personal Property.
      Prior
      to delinquency, Tenant shall pay all taxes levied or assessed upon Tenant's
      equipment, furniture, fixtures and other personal property located in or about
      the Premises. If the assessed value of Landlord's property is increased by
      the
      inclusion therein of a value placed upon Tenant's equipment, furniture, fixtures
      or other personal property, Tenant shall pay to Landlord, upon demand, the
      taxes
      so levied against Landlord, or the portion thereof resulting from said increase
      in assessment.

    


    24. Authority.
      The
      persons executing this Lease on behalf of Tenant hereby covenant and warrant
      that Tenant is a duly authorized and existing entity, that Tenant has and is
      qualified to do business in the Commonwealth of Virginia, that Tenant has full
      right and authority to enter into this Lease, and each person signing on behalf
      of Tenant is authorized to do so. Upon Landlord's request, Tenant shall provide
      Landlord with evidence reasonably satisfactory to Landlord confirming the
      foregoing covenants and warranties.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    25. Signage.
      Tenant
      shall be allowed signage rights in accordance with applicable local zoning
      ordinances and the Covenants, provided, however, that no sign, advertising
      or
      notice shall be inscribed, affixed or displayed on any part of the outside
      or
      inside or the Building, unless such sign specifications and location are
      approved in writing in advance by Landlord. If any sign, advertisement or notice
      is improperly exhibited Landlord shall have the right to remove the same, and
      Tenant shall be liable for any and all expenses incurred by Landlord in such
      removal. Landlord shall have the right to prohibit any advertising by Tenant
      which, in Landlord's opinion, tends to impair the reputation of the Building
      or
      its desirability as a high quality retail, commercial or office
      building.

    


    	26.  	
            Parking.
              Tenant shall have the right to use the parking facilities of the Building.
              Tenants use of such facilities 

          


    shall
      be
      in common with other tenants or occupants of the Building and their respective
      licensees and permitees and Tenant shall not be entitled to assigned parking
      spaces. In any event, Tenant's use of the parking facilities shall be in
      accordance with the rules and regulations of Landlord or any operator of such
      facilities in effect from time to time. The parking facilities shall be lighted
      during evening hours. Tenant shall be allowed the use of three.four (3.4)
      parking spaces per 1,000 sq ft leased. Landlord has the right to restrict the
      use of the parking area to this number

    


    27. Miscellaneous

    


    27.1 Notices.
      Except
      as otherwise expressly provided in this Lease, any bills, statements, notices,
      demands, requests or other communications given or required to be given under
      this Lease shall be effective only if rendered or given in writing, sent by
      mail
      or delivered personally as follows:

    


    To
      Tenant:  Campus
      Tech, Inc.

    Attention:
        Robert
      Frank, President

    Address:  803
      Sycolin Road, Suite 204

    Telephone
      #  800.543.8188

    Fax
      #  866.871.0829

     

    To
      Landlord:  PARK
      CENTRE I, LLC

       C/o
      Ward
      Corporation

    Attention:
        Richard
      E. Ward

       1300
      Piccard Drive

       Rockville,
      MD 20850

    Telephone:
        301/948-0333

    Fax:
        301/926-6881

    


    or
      to
      such other address as either Landlord or Tenant may designate as its new address
      for such purpose by notice to the other in accordance with the provisions of
      this Section. Any such bill, statement notice, demand, request or other
      communication shall be deemed to have been rendered or given two (2) days after
      the date when it shall have been mailed as provided in this Section if sent
      by
      registered or certified mail, or upon the date personal delivery is made. If
      Tenant is notified of the identity and address of Landlord's mortgagee or ground
      or underlying lessor, Tenant shall give to such mortgagee or ground or
      underlying lessor notice of any default by Landlord under the terms of this
      Lease in writing sent by registered or certified mail, and such mortgagee or
      ground or underlying lessor shall be given a reasonable opportunity to cure
      such
      default prior to Tenant's exercising any remedy available to it.

    


    27.2 Interpretation.
      The
      words "Landlord" and "Tenant" as used herein shall include the plural as well
      as
      the singular. The words used in the neuter gender include the masculine and
      the
      feminine. The captions preceding the articles of this Lease have been inserted
      solely as a matter of convenience and such captions in no way define or limit
      the scope or intent of any provision of this Lease.

    


    27.3 Successors
      and Assigns.
      All
      rights, remedies and liabilities herein given to or imposed upon either of
      the
      parties hereto, shall extend to their respective heirs, executors,
      administrators, successors, and assigns. This provision shall not be deemed
      to
      grant Tenant any right to assign this Lease or to sublet the
      premises.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    27.4 Severability.
      If any
      provision of this Lease or the application thereof to any person or circumstance
      shall, to any extent, be invalid or unenforceable, the remainder of this Lease,
      or the application of such provisions to persons or circumstances other than
      those as to which it is invalid or unenforceable, shall not be affected thereby,
      and each provision of this Lease shall be valid and be enforced to the full
      extent permitted by law.

    


    27.5 Applicable
      Law.
      This
      Lease shall be construed and enforced in accordance with the laws of the
      Commonwealth of Virginia.

    


    27.6 No
      Option to Lease.
      Submission of this instrument for examination or signature by Tenant does not
      constitute a reservation of or an option for lease, and it is not effective
      as a
      lease or otherwise until execution and delivery by both Landlord and
      Tenant.

    


    27.7 Entire
      Agreement.
      This
      instrument, including the Exhibits hereto, which are made a part of this Lease,
      contains the entire agreement between the parties and all prior negotiations
      and
      agreements are merged herein. Neither Landlord nor Landlord's agents have made
      any representations or warranties with respect to the Premises, the Building,
      the Real Property or this Lease except as expressly set forth herein, and no
      rights, easements or licenses are or shall be acquired by Tenant by implication
      or otherwise unless expressly set forth herein.

    


    27.8 Inspection
      by Landlord.
      The
      review, approval, inspection or examination by Landlord of any item to be
      reviewed, approved, inspected or examined by Landlord under the terms of this
      Lease or the Exhibits attached hereto shall not constitute the assumption of
      any
      responsibility by Landlord for either the accuracy or sufficiency of any such
      item or the quality or suitability of such item for its intended use. Any such
      review, approval, inspection or examination by Landlord is for the sole purpose
      of protecting Landlord's interests in the Building and under this Lease, and
      no
      third parties, including, without limitation, Tenant or any person or entity
      claiming through or under Tenant, or the contractors, agents, servants,
      employees, visitors or licensees of Tenant or any such person or entity, shall
      have any rights hereunder.

    


    27.9 Legal
      Fees Paid by Prevailing Party.
      In the
      event that either Landlord or Tenant fails to perform any of its obligations
      under this Lease or in the event a dispute arises concerning the meaning or
      interpretation of any provision of this Lease, the defaulting party or the
      party
      not prevailing in such dispute, as the case may be, shall pay any and all costs
      and expenses incurred by the other party in enforcing or establishing its rights
      hereunder, including, without limitation, court costs and reasonable counsel
      fees.

    


    27.10 Surrender
      of Premises.
      Upon
      the expiration or sooner termination of the Term, Tenant will quietly and
      peacefully surrender to Landlord the Premises in the condition in which they
      are
      required to be kept as provided hereunder, ordinary wear and tear
      excepted.

    


    27.11 Quiet
      Enjoyment.
      Upon
      Tenant paying the Basic Rent and Additional Rent and performing all of Tenant's
      obligations under this Lease, Tenant may peacefully and quietly enjoy the
      Premises during the Term as against all persons or entities lawfully claiming
      by
      or through Landlord; subject, however, to the provisions of this Lease and
      to
      any mortgages, ground or underlying lease referred to herein.

    


    27.12 No
      Reduction in Rent.
      Tenant
      covenants and agrees that no diminution of light, air or view by any structure
      that may hereafter be erected (whether or not by Landlord) shall entitle Tenant
      to any reduction of Basic Rent or Additional Rent under this Lease, result
      in
      any liability of Landlord to Tenant, or in any other way affect this Lease
      or
      Tenant's obligations hereunder.

    


    27.13 Holding
      Over by Tenant.
      Any
      holding over after the Term Expiration Date or the termination of the Term
      if
      sooner with the consent of Landlord shall be construed to be a tenancy from
      month to month at a rental equal to two (2) times the Basic Rent herein
      specified unless Landlord shall specify a different rent in its sole discretion,
      together with an amount estimated by Landlord for the monthly Additional Rent
      payable under this Lease, and shall otherwise be on the terms and conditions
      herein specified so far as applicable. Any holding over without Landlord's
      consent shall constitute a default by Tenant and entitle Landlord to reenter
      the
      Premises as provided in Section 16 hereof.

    


    27.14 Broker;
      Indemnification Therefore.
      Landlord warrants that they have engaged N/A
      .,
      (the
      "Landlord's Broker") and Tenant warrants that they have engaged
      Donna
      Koski, Cassidy and Pinkard,
      (the
      "Tenant's Broker"), respectively, as their exclusive brokers in connection
      with
      negotiating and entering into this Lease and Landlord hereby agrees to pay
      the
      Broker(s) a commission under the terms of a separate agreement. Tenant and
      Landlord shall indemnify each other and hold each other harmless respectively
      from and against any and all claims, demands, losses, liabilities, actions,
      judgments, costs and expenses (including reasonable attorneys' fees) suffered
      or
      incurred by the other and arising out of any claims for commissions or other
      compensation alleged to be owing on account of Tenant and Landlord,
      respectively, dealing with any other broker, agent or finder.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    .  27.15 No
      Recordation of Lease by Tenant.
      Tenant
      will not record this Lease or any memorandum or short form hereof, but at the
      request of Landlord; Tenant shall execute, acknowledge and deliver to Landlord
      in proper form for recordation a memorandum of this Lease, setting forth the
      terms and provisions hereof in summary form.

    


    27.16 No
      Merger of Estates.
      The fee
      title of Landlord and the leasehold estate of Tenant shall at all times be
      separate and apart, and shall in no event be merged, notwithstanding the fact
      that this Lease or the leasehold estate created hereby, or any interest in
      either thereof, may be held directly or indirectly by or for the account of
      any
      person who shall own the fee estate in the Premises or any portion thereof;
      and
      no such merger of estates shall occur by operation of law, or otherwise, unless
      and until all persons at the time having any interest in the fee estate and
      all
      persons having any interest in the Lease or the leasehold estate, including
      any
      mortgagee or leasehold mortgagee, shall join in the execution of a written
      instrument affecting such merger of estates.

    


    27.17 Security
      Deposit.
      Simultaneously with the execution of this Lease, Tenant shall deposit with
      Landlord the sum of $3,416
      ,
      as a
      security deposit for the performance by Tenant of the provisions of this Lease.
      The Security Deposit shall be one (1) month Basic Rent. Such deposit shall
      be
      considered as security for the payment and performance by Tenant of all Tenant's
      obligations, covenants, conditions and agreements under this Lease. 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 deposit to cure such default,
      in
      which event Tenant shall be obligated to promptly deposit with Landlord the
      amount necessary to restore the deposit to its original amount. If Tenant is
      not
      in default at the expiration of the Term, Landlord shall return the security
      deposit to Tenant 

    


     

    27.18 Additional
      Documents.
      This
      Lease includes and incorporates the Exhibits listed in the Table of Contents
      and
      the following additional documents, all of which are attached hereto and made
      a
      part hereof (check if applicable):

    


    (x
      )
      Rules & Regulations

    (
      ) First
      Addendum to Lease   
      ( )
      Guarantee of Lease

    (
      x )
      Other:: Floor plan Layout -Exhibit A

    


    


    IN
      WITNESS WHEREOF, Landlord and Tenant have executed this Lease Agreement as
      of
      the day and year first above written.

    


    LANDLORD: PARK
      CENTRE I ,
      LLC                                      
TENANT:
      

    


    By:___________________________________     By:__________________________________     

    Michael
      L. Accardi, Member     

     

    Robert
      Frank, President

    Print
      Name and Title

    
Date:__________________________________   Date:_________________________________

    WITNESS:                                                                                     WITNESS:

    


    By:___________________________________   By:___________________________________

        


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    RULES
      AND REGULATIONS

    


    


    Reference
      is made to a certain Lease dated __September
      10, 2007____________  to
      which
      these Rules and Regulations are attached. Definition of terms is set forth
      in
      the Lease.

    


    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 Lease Premises. Landlord shall have the
      right
      to control and operate the public portions of the Building, and the facilities
      furnished for the 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 Leased Premises of persons in such numbers or under such conditions
      as to
      interfere with the use and enjoyment by other tenants of the entrances,
      passages, courts, elevators, vestibules, stairways, corridors, halls and other
      public portions or facilities of the Building.

    


    2. No
      awnings or other projections shall be attached to the outside walls of the
      Building without the prior written consent of the Landlord. No drapes, blinds,
      shades or screens shall be attached to, hung in, or used in connection with
      any
      window or door of the Leased Premises, without the prior written consent of
      the
      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
      sign,
      advertisement, notice or other lettering shall be exhibited, inscribed, painted
      or affixed by any tenant on any part of the outside or inside of the Leased
      Premises or the Building without the prior written consent of the Landlord.
      In
      the event of the violation of the foregoing by any tenant, Landlord may remove
      same without incurring any liability, and may charge the expense incurred by
      such removal to the tenant or tenants violating this rule. Interior signs on
      doors and directory tablets shall be inscribed, painted or affixed for each
      tenant by the Landlord at the expense of such tenant, and shall be of a size,
      color and style acceptable to the Landlord.

    


    4. No
      showcases or other articles shall be put in front of or affixed to any part
      of
      the exterior of the Building, not placed in the halls, corridors or vestibules
      without the prior written consent of the Landlord.

    


    5. The
      water, 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, 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.

    


    6. There
      shall be no marking, painting, drilling into or in any way defacing any part
      of
      the Leased Premises or the Building. No boring, cutting or stringing of wires
      shall be permitted. Tenant shall not construct, maintain, use or operate within
      the Leased Premises or elsewhere within or on the outside of the Building,
      any
      electric device, wiring or apparatus in connection with a loud speaker system
      or
      other sound system.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    7. No
      bicycles, vehicles or animals, birds or pets of any kind shall be brought into
      or kept in or about the Leased Premises, and no cooking shall be done or
      permitted by any tenant on said Leased Premises. No tenant shall cause or permit
      any unusual or objectionable odors to be produced upon or permeate from the
      Leased Premises.

    


    8. No
      space
      in the Building shall be used for the sale of merchandise, goods or property
      of
      any kind at auction.

    


    9. No
      tenant
      shall make, or permit to be made, any unseemly or disturbing noises or disturb
      or interfere with occupants of this or neighboring buildings or premises of
      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.

    


    10. No
      inflammable, combustible or explosive fluid, chemical or substance shall be
      brought or kept upon the Lease Premises.

    


    11. 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
      mechanisms thereof. The doors leading to the corridors or main halls shall
      be
      kept closed 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 the Landlord the cost thereof.

    


    12. All
      removals, or the carrying in or out of any safes, freight, furniture or bulky
      matter or any description must take place only at the loading dock. There shall
      be no loading or unloading at the main entrance of the Building. The 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 are a part. 

    


    13. Any
      person employed by any tenant to do janitor work within the Leased Premises
      must
      obtain Landlord's consent and such person shall, while in the Building and
      outside of said Leased Premises, comply with all instructions issued by the
      Landlord, its agents or employees. No tenant shall engage or pay any employees
      on the Leased Premises, except those actually working for such tenant on said
      Leased Premises.

    


    14. Landlord
      shall have the right to prohibit any advertising by any tenant which, in
      Landlord's opinion, tends to impair the reputation of the Building or its
      desirability as a building for offices, and upon written notice from Landlord,
      tenant shall refrain from or discontinue such advertising.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    15. The
      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 any building
      management or watchman on duty. Each tenant shall be responsible for all persons
      from whom he authorizes entry into or exit out of the Building, and shall be
      liable to the Landlord for all acts of such persons.

    


    16. The
      Leased Premises shall not be used for lodging or sleeping or for any immoral
      or
      illegal purpose.

    


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

    


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

    


    19. 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
      sideguards.

    


    20. Access
      plates to underfloor conduits shall be left exposed. Where carpet is installed,
      carpet shall be cut around access plates.

    


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

    


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

    


    23. The
      tenant shall refer to the Building only by the name from time to time designated
      by the Landlord, and shall use such name only for the business address of the
      Leased Premises and not for any promotional or other purposes.

    


    24. Violation
      of these rules and regulations, or any amendments thereto, shall be sufficient
      cause for termination of this Lease at the option of the Landlord.

    


    25. Landlord
      may, upon request by any tenant, waive the compliance by such tenant of any
      of
      the foregoing 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 or 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 foregoing 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.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    26. Prior
      to
      commencing any construction, improvements or work in the Premises, Tenant shall
      notify Landlord and obtain Landlord’s approval, which shall not be unreasonably
      delayed or withheld.

     

    27. Tenant
      shall only move furniture, fixtures and equipment into and out of the Premises
      during non-business hours unless Landlord gives approval otherwise.