duties as are inherent to his position (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder.  For purposes of this Agreement, the term “Subsidiary” shall mean any corporation, limited liability company, partnership, joint venture or other entity during any period, in which at least a majority interest in such entity is owned, directly or indirectly, by the Company (or a successor to the Company).

(d)           Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including management of his personal investments and activities involving professional, charitable, educational, religious and similar types of organizations, to the extent that such other activities do not, in the reasonable judgment of the Board, inhibit or prohibit the performance of the Executive’s duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary.

(e)           The Company shall, to the maximum extent permitted by applicable law, protect, defend, indemnify and hold harmless the Executive against any costs, losses, expenses, claims, suits, proceedings, investigations, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to, or are alleged to so arise, be based upon or relate to the Executive’s employment by the Company (and any Subsidiary) or the Executive’s service to the Company (and any Subsidiary) as an employee, officer or member of the Board, including, without limitation, reimbursement on a current basis, upon submission of invoices, for any legal or other expenses reasonably incurred by the Executive in connection with investigation and defending against any such costs, losses, expenses, claims, suits, proceedings, investigations, damages or liabilities; provided, however, that the Company shall not be required to pay any amounts under this paragraph except upon receipt of an unsecured undertaking by the Executive to repay any such amounts as to which it shall ultimately be determined by a court of competent jurisdiction that the Executive is not entitled to indemnification by the Company and any other undertaking required by law.  The Executive will be covered under the Company’s directors and officers insurance policy during the Agreement Term and for such period following the Date of Termination during which any action may be brought against the Executive related to the matters above, so long as the Company maintains such coverage for any director or officer of the Company.

2.             Compensation .  Subject to the terms of this Agreement, during the Agreement Term, while the Executive is employed by the Company, the Company shall compensate him for his services as follows:

(a)           Salary and Bonus .

(i)            During the Agreement Term, the Executive shall receive an annual base salary (the “Salary”) of Five Hundred Thousand Dollars ($500,000) subject to annual review by the Compensation Committee of the Board (the “Committee”), which, in the discretion of such Committee, may be increased

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from time to time.  Once increased, such Salary may not be decreased.  Such Salary shall be payable in arrears, in accordance with the payroll practices of the Company.

(ii)           For fiscal year 2005 and each subsequent fiscal year of the Company during the Agreement Term, the Executive shall be eligible to receive an annual cash performance-based bonus (the “Bonus”) from the Company.  The amount of any bonus shall be determined by the Committee in its sole discretion, taking into consideration the relative contribution by the Executive to the business of the Company and such other performance goals and factors as the Committee deems relevant with the following targets: threshold target – 60% of Salary; mid-point target – 100% of Salary; and above target – 175% of salary; provided, however that, no minimum bonus amount is guaranteed.

(b)           Benefits .  The Executive shall be eligible to participate in any employee pension and welfare benefit plans and programs made available to the Company’s senior level executives, on terms which are no less favorable than the terms provided generally for the Company’s senior level executives from time to time, including, without limitation, pension, profit sharing, savings and other retirement plans or programs, medical, dental, hospitalization, short-term and long-term disability and life insurance plans, accidental death and dismemberment protection, travel accident insurance, and any other pension or retirement plans or programs and any other employee welfare benefit plans or programs that may be sponsored by the Company from time to time, including any plans that supplement the above-listed types of plans or programs, whether funded or unfunded.

(c)           Vacation .  The Executive shall be entitled to four (4) weeks of paid vacation each calendar year (or a pro rata portion thereof with respect to any period during the Agreement Term which does not encompass a full calendar year).

(d)           Business Expenses .  The Company will reimburse the Executive for reasonable expenses incurred by the Executive on company business, pursuant to the Company’s standard expense reimbursement policy as in effect from time to time, so long as the Executive provides proper documentation establishing the amount, date and business purpose of those expenses.

(e)           Stock-Based Compensation .

(i)            Annual Awards .  The Company shall adopt, and Executive shall receive, awards from time to time as determined by the Committee under the Company’s 2005 Omnibus Long-Term Incentive Plan or other comparable equity arrangement (“Long Term Incentive Plan”).  Other than the IPO Award (as defined below), any restricted stock grants awarded to the Executive under the Long-Term Incentive Plan shall vest in four (4) equal installments commencing on the first anniversary of the date of grant and on the succeeding three anniversaries thereof, unless a different schedule is mutually agreed to by the Company and the Executive.

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(ii)           IPO Award .  Upon the IPO, the Executive shall receive an award of restricted shares of Common Stock, subject to the terms and conditions of the Company’s Long-Term Incentive Plan (except as provided in this Agreement), equal to 86,795 shares (the “IPO Award”).  The restricted shares granted pursuant to the IPO Award shall be fully vested; provided, that, the sale, transfer or other disposition of such restricted shares by the Executive shall be prohibited until July 1, 2007.  Notwithstanding the foregoing, the Executive may transfer such restricted shares (i) as a bona fide gift or gifts or by will or intestacy, or (ii) to any trust for the direct or indirect benefit of the Executive or the immediate family of the Executive, provided that any such transfer shall not involve a disposition for value.  The Company shall pay to the Executive a cash bonus equal to $867,946, which cash bonus shall be withheld by the Company, to the extent necessary, to pay the withholding taxes associated with the grant of restricted shares pursuant to the IPO Award and this cash bonus.

(iii)          Dividend Payments prior to Vesting .  Prior to vesting of the restricted shares, the Executive shall be entitled to receive dividends on such restricted shares in the same amounts, in the same manner and at the same time as holders of unrestricted shares of Common Stock of the Company.

(iv)          Timing of Delivery of Shares .  As provided in Section 2(e)(ii), the IPO Award shall be immediately vested.  For all other restricted stock and other equity awards, the underlying shares shall vest and be delivered, and all stock options and stock appreciation rights shall be exercisable, at the time specified in, and in accordance with the Company’s standard form of award agreement under the Company’s Long-Term Incentive Plan (which shall comply with the vesting schedule set forth in this paragraph 2(e)), except as follows:

(A)          All equity awards described in paragraph 2(e)(i) shall immediately vest and all restricted stock and other similar awards shall be deliverable upon the Date of Termination for a termination of the Executive’s employment under the circumstances described in paragraphs 3(a) (death) or 3(b) (Disability), upon a termination of the Executive’s employment under the circumstances described in paragraphs 3(d) (Constructive Termination), or under the circumstances described in paragraph 3(e) (voluntary resignation) at or after the Executive attains age 62, or under the circumstances described in paragraph 3(g) (termination by the Company for reasons other than Cause, death or Disability) or due to non-renewal of the Agreement Term by the Company prior to the Executive attaining age 62, and all stock options and stock appreciation rights held by the Executive, if any, shall be exercisable for the unexpired stated term of each such option and stock appreciation right in the case of a retirement.

(B)           The foregoing to the contrary notwithstanding, all such equity awards shall immediately vest and all such restricted stock and other similar awards shall be deliverable upon the occurrence of a Change in Control.

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(C)           For the avoidance of doubt, all unvested equity awards shall be forfeited upon a termination of the Executive’s employment under the circumstances described in paragraph 3(e) (voluntary resignation) prior to Executive attaining age 62 (including such a resignation due to a non-renewal of the Agreement Term by the Executive), or paragraph 3(c) (termination by Company for Cause).

3.             Termination .  The Executive’s employment with the Company during the Agreement Term may be terminated by the Company or the Executive without any breach of this Agreement under the circumstances described in paragraphs 3(a) through
3(g):

(a)           Death .  The Executive’s employment hereunder will terminate upon his death.

(b)           Disability .  The Company may terminate the Executive’s employment due to the Executive’s Disability.  For purposes of this Agreement “Disability” means the absence of the Executive from the Executive’s duties with the Company on a full-time basis for ninety (90) consecutive business days, or for one hundred and eighty (180) business days (which need not be continuous) during any consecutive twelve-month period, as a result of incapacity due to a physical or mental illness which renders the Executive incapable, after reasonable accommodation, of performing his duties under this Agreement.  If the Executive disputes the Company’s determination of Disability, the Executive (or his designated physician) and the Company (or its designated physician) shall jointly appoint a third-party physician to examine the Executive and determine whether the Executive has a Disability.

(c)           Termination by Company for Cause .  The Company may terminate the Executive’s employment hereunder at any time for Cause.  For purposes of this Agreement, the term “Cause” shall mean:

(i)            the willful and continued failure by the Executive, after reasonable notice and opportunity to cure, to substantially perform his duties with the Company (other than any such failure resulting from the Executive’s Disability);

(ii)           willful gross misconduct involving serious moral turpitude;

(iii)          violation of paragraph 6 of this Agreement;

(iv)          material breach of this Agreement (other than paragraph 6 of this Agreement);

(v)           conviction (or plea of no contest) of (a) a felony, (b) a crime involving fraud or (c) other illegal conduct, other than minor traffic violations, and with respect to clause (c), which is demonstrably and materially injurious to the Company.

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For purposes of this provision, no act or omission on the part of the Executive shall be considered “willful” unless it is done or omitted in bad faith and without reasonable belief that such conduct was in the best interests of the Company.  Any act, or failure to act, based for authority granted pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.  The cessation of employment of the Executive shall not be deemed to be for Cause unless (A) as to subparagraph (iv) above, if the material breach is curable, the Executive has had a reasonable opportunity and time (but in no event less than thirty (30) days) to cure such conduct or event and (B) until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (excluding the Executive), after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive is guilty of conduct described above, and specifying the particulars thereof in detail.

(d)           Constructive Termination .  The Executive shall be considered to have terminated his employment as a result of a “Constructive Termination” if, without the written consent of the Executive,

(i)            the Company reduces Executive’s Salary or bonus opportunity;

(ii)           the Company materially reduces the Executive’s duties or authority, fails to nominate the Executive to the Board, or requires the Executive to report other than to the Board or a committee of the Board;

(iii)          the Company relocates its principal offices, or the Executive’s principal place of employment, more than 50 miles from the Company’s current offices in Washington, D.C.; or

(iv)          the Company materially breaches this Agreement;

(v)           any successor to the Company fails to assume this Agreement or affirm its obligations hereunder in any material respect.

A termination by the Executive shall not be deemed to be as a result of a Constructive Termination unless (A) the Executive shall have provided notice of the Constructive Termination event and (B) as to subparagraph (iv) above, if the material breach is curable, the Company shall have a reasonable opportunity and time (but in no event less than 30 days) to cure such conduct or event.

(e)           Voluntary Resignation .  The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice of his resignation, whether pursuant to the non-renewal provision of paragraph 1(a) or otherwise, which shall be effective 30 days after receipt (provided, that, the Company may accelerate the Date of Termination to an earlier date by providing the Executive with notice of such action, or, alternatively, the Company may place the Executive on paid

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leave during such period).  The Executive shall not be required to specify a reason for any such termination under this paragraph 3(e) unless the Executive intends for such termination to be subject to paragraph 3(d).

(f)            Mutual Agreement .  This Agreement may be terminated at any time by the mutual agreement of the parties.  Any termination of the Executive’s employment by mutual agreement of the parties will be memorialized by an agreement which is reduced to writing and signed by the Executive and a duly appointed officer of the Company.

(g)           Other Termination by Company .  The Company may terminate the Executive’s employment hereunder at any time for any reason, by giving the Executive prior written notice of his termination, which shall be effective immediately or as of such later time as is specified in such notice.  Termination of the Executive’s employment by the Company shall be deemed to have occurred under this paragraph 3(g) unless the notice of termination provided to the Executive by the Company specifies that the Executive’s termination is for reasons described in paragraphs 3(b), 3(c), or 3(f), or unless the circumstances described in paragraph 3(h) apply.

(h)           Change in Control .  The Executive shall be considered to have terminated his employment under this paragraph 3(h) if a “Change in Control” occurs with respect to the Company and within 24 months thereafter the Executive is terminated by the Company for any reason whatsoever (including, without limitation, with or without Cause), death or disability or the Executive terminates his employment for any reason whatsoever (whether or not as a result of a Constructive Termination).  For purposes of this Agreement the term “Change in Control” means the happening of any of the following:

(i)            Any “Person” (having the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” within the meaning of Section 13(d)(3)) has or acquires Beneficial Ownership of thirty (30%) percent or more of the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors (“Voting Securities”); provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are held or acquired by the following: (i) the Company or any of its Related Companies (as defined in paragraph 3(h)(iv) below) or (ii) an employee benefit plan (or a trust forming a part thereof) maintained by the Company or any of its Related Companies (the persons or entities described in (i) and (ii) shall collectively be referred to as the “Excluded Group”), shall not constitute a Change in Control.  For purposes of this Agreement, “Beneficial Ownership” shall mean beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act.

(ii)           The individuals who are members of the Incumbent Board cease for any reason to constitute more than fifty (50%) percent of the Board.  For purposes of this Agreement, “Incumbent Board” shall mean the individuals who, as of the beginning of the period commencing two years prior to the

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determination date, constitute the Board; provided, however, that for purposes of this definition, any individual who becomes a member of the Board subsequent to the beginning of such two-year period, whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; and provided further, however, that any such individual whose initial assumption of office occurs as a result of or in connection with an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be considered a member of the Incumbent Board.

(iii)          A consummation of a merger, consolidation or reorganization or similar event involving the Company, whether in a single transaction or in a series of transactions (“Business Combination”), unless, following such Business Combination:

(A)          the Persons with Beneficial Ownership of the Company, immediately before such Business Combination, have Beneficial Ownership of more than fifty (50%) percent of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation (or in the election of a comparable governing body of any other type of entity) resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (the “Surviving Company”) in substantially the same proportions as their Beneficial Ownership of the Voting Securities immediately before such Business Combination;

(B)           the individuals who were members of the Incumbent Board immediately prior to the execution of the initial agreement providing for such Business Combination constitute more than fifty (50%) percent of the members of the board of directors (or comparable governing body of a noncorporate entity) of the Surviving Company; and

(C)           no Person (other than a member of the Excluded Group or any Person who immediately prior to such Business Combination had Beneficial Ownership of thirty percent (30%) or more of the then Voting Securities) has Beneficial Ownership of thirty (30%) percent or more of the then combined voting power of the Surviving Company’s then outstanding voting securities.

(iv)          The assignment, sale, conveyance, transfer, lease or other disposition of all or substantially all of the as