LEASE AGREEMENT

Exhibit 10.12

Signature document

LEASE AGREEMENT

by and between

COMSCORE NETWORKS. INC. as “Tenant”

and

COMSTOCK PARTNERS. L.C. as “Landlord”

June 23, 2003

TABLE OF CONTENTS

SECTION 1. Definitions
SECTION 2. Completion of Leased Premises; Term
SECTION 3. Rent and Additional Charges
SECTION 4. Common Areas
SECTION 5. Services and Utilities
SECTION 6. Use of Leased Premises
SECTION 7. Care of Leased Premises
SECTION 8. Rules and Regulations
SECTION 9. Tenant’s Alterations and Installations
SECTION 10. Name of Building; Tenant’s Signs
SECTION 11. Liability Insurance
SECTION 12. Fire Insurance
SECTION 13. Damage by Fire or Other Casualty
SECTION 14. Condemnation
SECTION 15. Assignment and Subletting
SECTION 16. Default Provisions
SECTION 17. Bankruptcy Termination Provisions
SECTION 18. Landlord May Perform Tenant’s Obligations
SECTION 19. Security Deposit
SECTION 20. Subordination
SECTION 21. Attornment
SECTION 22. Quiet Enjoyment
SECTION 23. Landlords Right of Access to Leased Premises
SECTION 24. Limitation on Landlord’s Liability
SECTION 25. Estoppel Certificates
SECTION 26. Surrender of Leased Premises
SECTION 27. Holding Over
SECTION 28. Parking
SECTION 29. Leasing Commission
SECTION 30. General Provisions

LEASE AGREEMENT

     THIS LEASE AGREEMENT (this “Lease”) is made and entered into this 23rd day of June, 2003 , by and between (i) COMSTOCK PARTNERS, L.C., a Virginia limited liability company (hereinafter referred to as “Landlord”), and (ii) COMSCORE NETWORKS, INC., a Delaware corporation_(hereinafter referred to as “Tenant”), and referred to by singular pronouns of the neuter gender, regardless of the number and gender of the parties involved.

     WITNESSETH: Upon and subject to the terms of this Lease, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Leased Premises (as defined below), for the Term (as defined below), except that Landlord reserves and Tenant shall have no right in and to (a) the use of the exterior faces of all perimeter walls and windows of the Building, (b) the use of the roof of the Building, or (c) the use of the air space above the Building, except as specifically set forth herein.

     1.  DEFINITIONS

     (a)  General Interpretive Principles . For purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, (i) the terms defined in this Section have the meanings assigned to them in this Section and include the plural as well as the singular, and the use of any gender shall be deemed to include all other genders; (ii) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles; (iii) references herein to “Sections,” “subsections,” “paragraphs,” and other subdivisions without reference to a document are to designated Sections, subsections, paragraphs, and other subdivisions of this Lease; (iv) a reference to a subsection without further reference to a Section is a reference to such subsection as contained in the same Section in which the reference appears, and this rule shall also apply to paragraphs and other subdivisions; (v) the words “herein,” “hereof,” “hereunder,” and other words” of similar import refer to this Lease as a whole and not to any particular provisions; (vi) the word “including” means “including, but not limited to”; (vii) daily rent is calculated on a thirty (30) day month applied to the number of days being charged, (viii) all amounts due Landlord hereunder are in Unites States dollars; and (ix) the words “months” and “years” mean calendar months and calendar years..

     (b) S pecial Lease Definitions . As used in this Lease the following words and phrases shall have the meanings indicated:

           Advance Rent : Forty Eight Thousand Three Hundred and Thirty Two and 53/00 ($48,332.53) representing the Basic Rent for the first full month of the Term after the Lease Commencement Date, which Tenant shall pay to Landlord, on or before, July 1, 2003 by wire transfer, pursuant to the terms of this Lease.

           Basic Rent : For each Lease Year, an amount equal to the product obtained by multiplying the Rentable Area of the Leased Premises leased by Landlord to Tenant during such Lease Year by the Rent per Square Foot for such Lease Year. The Basic Rent shall increase each year by 3% over the immediately prior year’s Basic Rent. Therefore the Basic Rent for the second year is determined by multiplying the Basic Rent for the first year by 103% and for each subsequent year by multiplying the Basic Rent for the immediately prior year’s Basic Rent by 103%.

          Accordingly, the Basic Rent during the Initial Term hereunder will be as follows:

           Basic Rent Escalation : See definition of Basic Rent .

           Building : The existing office building located at 11465 Sunset Hills Road, Reston, Virginia, including the parking lots and parking garage and Landlord’s right, title and interest in and to the underlying land.

           Building Rentable Area : The total net rentable area in the Building, which (although greater than the actual usable area) is agreed to be 89,221 square feet, including core factor, except as

otherwise provided in Section 3(b).

           Brokers : There are no brokers involved in this transaction and the parties hereby indemnify each other in connection therewith.

           Landlord’s Contractor : Any and all professionals or trades people engaged by or on behalf of Landlord, or by Tenant at Landlords direction and/or expense, in connection with alterations and construction in the Leased Premises, either before or during the Term of this Lease, including but not limited to general contractors, sub-contractors, architects, engineers, and any other professionals or trades people typically associated with construction and/or alterations.

           Landlord’s Notice Address : COMSTOCK PARTNERS, L.C. 11465 Sunset Hills Road, Suite 510, Reston, Virginia 20190, Attention: Mr. Christopher Clemente, Manager, with copy to Mr. Marc Bettius, Cohen, Gettings, & Caulkins, 2200 Wilson Blvd., Arlington, Virginia 22201 and a copy to the property management company, as selected by Landlord. Currently the property management company is; The Rockcrest Group, 14800 Conference Center Drive, Suite 201, Chantilly Virginia 22151-3180. Landlord may change the property management company at its option and will notify Tenant in such event.

           Lease Commencement Date : July 1, 2003.

           Leased Premises : The area located on the first, and second floors of the Building which is outlined in black on the floor plan, attached hereto as Exhibit A and incorporated herein, and containing 26,363.2 square feet of Rentable Area:

           Operating Expense Base : For each calendar year ending during the Term, the sum of the 2001 actual operating expenses for each square foot of Building Rentable Area. Notwithstanding the fact that the Lease Commencement Date hereunder is July 1, 2003, the parties have agreed that the Operating Expense Base will be based on 2001 expenses.

           Operating Expense Increases : For calendar year 2002 and each calendar year thereafter during the Term, an amount equal to the excess of Landlord’s Operating Expenses for such calendar year over the Operating Expense Base.

           Original Lease : One certain lease dated September 20, 2000 by and between Comstock Partners, LC (as Landlord) and Comscore Networks, Inc. (as Tenant) covering a portion of the Building containing 57,792.10 square feet (including the Leased Premises as defined herein), as amended July 3, 2002 (the “Original Lease”), terminated by Landlord pursuant to the terms thereof.

           Pre-ordered Rent Payments : As defined in section 3(a) hereof.

           Rent Payment Account : As defined in section 3(a) hereof.

           Rent Payment Account Minimum Balance : As defined in section 3(a) hereof.

           Rent Per Square Foot : The Basic Rent shall be Twenty Two and no/00 Dollars ($22.00) per square foot of the Leased Premises during the First Lease Year. For each Lease Year thereafter during the Term, the Rent per Square Foot of the Leased Premises shall be increased by three percent (3%) as provided for in this Lease.

           Rentable Area : The total rentable area of the Leased Premises, which (although greater than the actual usable area) is agreed to be 26,363.2 square feet.

           Security Deposit : Upon execution of this Lease, in addition to paying Landlord the Advance Rent set forth herein, Tenant shall deliver and pay to Landlord a Security Deposit as set forth in Paragraph 19 hereof.

           Tenant’s Financial Reports : Throughout the Lease term Tenant agrees to provide Landlord with regular financial reports regarding Tenant (“Tenant’s Financial Reports”) and any affiliates of Tenant within forty five (45) days after the close of each calendar month (and the end of each fiscal year), as follows; (i) a Balance Sheet, (ii) a Statement of Profit and Loss for such period, and (iii) a Cash Flow Statement prepared and certified (the certification form to be in form and content attached hereto as Exhibit J, incorporated herein by reference, and signed by an officer of the Tenant) by Tenant or by an independent certified public accounting firm using generally accepted

accounting practices. In the event Tenant fails to deliver the Tenant’s Financial Reports in a timely fashion Landlord shall provide written notice of such Default and Tenant shall have fifteen (15) days to cure such Default prior to Landlord exercising its remedies as a result of such Default

           Tenant’s Board Reports : Throughout the Lease term Tenant agrees to provide Landlord with regular written reports containing such information and details as are provided to the investors holding a seat on the Board of Directors of Tenant (“Tenants Board Reports”) within five (5) business days of each meeting of the Board of Directors of Tenant. In the event Tenant fails to deliver the Tenant’s Board Reports in a timely fashion Landlord shall provide written notice of such Default and Tenant shall have fifteen (15) days to core such Default prior to Landlord exercising its remedies as a result of such Default.

           Tenant’s Notice Address : The Tenant’s notice address is: COMSCORE NETWORKS, INC. 11465 Sunset Hills Road, Suite 200 Reston, Virginia 20190, Attention: Corporate Counsel.

           Tenant’s Proportionate Share : The percentage, which the Rentable Area of the Leased Premises is of the Building Rentable Area. The Tenant’s Proportionate Share is agreed to be thirty-one and 10/00 percent (31.10%).

           Term : The period commencing on the Lease Commencement Date and ending on the last day of the calendar month which completes FIVE (5) YEARS after the Lease Commencement Date, but in any event the Term shall end on any date when this Lease is sooner terminated by Landlord as provided for herein.

     (c)  General Definitions . As used in this Lease the following words and phrases shall have the meanings indicated:

           Additional Charges : All amounts payable by Tenant to Landlord under this Lease other than Basic Rent (including but not limited to Tenant’s Additional Costs). All Additional Charges shall, unless otherwise provided herein, be due and payable within thirty (30) days of invoice and shall be deemed to be additional rent and all remedies applicable to the non-payment of Basic Rent shall be applicable thereto. Additional Charges shall include, but not be limited to, electrical override usage.

           Additional Compensation : Within fifteen (15) days of the execution of this Lease, as additional compensation and as an inducement to Landlord to enter into this Lease with Tenant, the Tenant agrees to provide Landlord, or its assigns, with warrants for the purchase of 100,000 shares of the common stock of Tenant at a price not to exceed $0.60 per share. The form and content of the warrant agreement shall be identical to the form and content of the previous warrant agreements provided by Tenant to Landlord, except for the price. Additionally, Tenant hereby reaffirms the validity of all previous Warrants granted to Landlord by Tenant.

           Alterations : As defined in Section 9(a).

           Business Days : All days except Saturdays, Sundays, and the following legal holidays: New Year’s Day, Martin Luther King’s Birthday, President’s Day, Memorial Day, Fourth of July, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Christmas Day, and those holidays designated by an Executive Order of the President of the United States or by Act of Congress.

           Default Interest Rate : A rate per annum equal to a) the greater of (i) the sum of the prime rate of interest from time to time established and publicly announced by The Chase Manhattan Bank. N.A., New York, in its sole discretion, as its then applicable prime rate of interest to be used in determining actual interest rates to be charged to certain of its borrowers, said prime rate to change from time to time as and when the change is announced as being effective, plus four percent (4%), or fifteen percent (15%).

           Event of Default : Any of the events set forth in Section 16(a) as an event of default.

           Landlord : The Landlord named herein, its successors or assigns and any subsequent owner, lessees, or transferees, from time to time, of the Landlord’s interest in the Building and their respective successors and assigns.

           Lease : This Lease Agreement, as amended from time to time, and all Exhibits

incorporated herein and/or attached hereto.

           Lease Year : The period of twelve (12) months commencing on the Lease Commencement Date and ending on the last day of the month which completes twelve (12) full calendar months after the Lease Commencement Date, and each 12-month period thereafter commencing on the first day after the end of the immediately preceding Lease Year, except that the last Lease Year shall end on the last day of the Term.

           Legal Requirements : All laws, statutes, ordinances, orders, rules, regulations, and requirements of all federal, state, and municipal governments, and the appropriate agencies, officers, departments, boards, and commissions thereof, and the board of fire underwriters and/or the fire insurance rating organization or similar organization performing the same or similar functions, whether now or hereafter in force, applicable to the Building or any part thereof and/or the Leased Premises, as to the manner of use or occupancy or the maintenance, repair, or condition of the Leased Premises and/or the Building, and the usual and customary requirements of the carriers of all fire insurance policies maintained by Landlord on the Building.

           Mortgage : Any mortgage, deed of trust, or other security instrument of record creating an interest in or affecting title to the Building or the land on which it is constructed, or both, or any part thereof, including a leasehold mortgage or sub-leasehold mortgage, and any and all renewals, modifications, consolidations, or extensions of any such instrument; Mortgagee shall mean the holder or beneficiary of any Mortgage. Tenant shall comply with all reasonable notices from Landlord’s Mortgagee as to the manner of use or occupancy or the maintenance, repair or condition of the Leased Premises and/or the Building.

           Non-disturbance : Landlord will provide Tenant a suitable non-disturbance agreement from any current or future mortgagees. In connection therewith Tenant shall execute documents reasonably requested by such lender.

           Operating Expenses : Tenant shall pay Tenant’s Proportionate Share of annual increases in Real Estate Taxes and Operating Expenses above the Calendar 2001 Base Year. An itemized breakdown of 2001 estimated Operating Expenses will be delivered to Tenant upon completion of Landlord’s year-end consolidation. Detailed breakdowns of all charges to Tenant will be provided. The aggregate of all costs and expenses reasonably and customarily paid or incurred on a cash basis by Landlord in connection with the ownership, operation, servicing, and maintenance of the Leased Premises, the Building, the land on which the Building is constructed and any ancillary improvements constructed on the land, the surface and garage parking areas, and ingress/egress easements and private roadways servicing the Building, including, but not limited to, employees’ wages, salaries, welfare and pension benefits and other customary and usual employee fringe benefits; payroll taxes; Real Estate Taxes ; property owner’s association dues, fees and contributions of any kind, electricity and other utility charges; telephone service; painting of public or other common areas of the Building; exterminating service; security services; trash removal; sewer and water charges; premiums for fire and casualty, liability, rent loss, workmen’s compensations, sprinkler, water damage and other insurance; repairs, maintenance, additions and improvements made by Landlord to the Building (properly depreciating any capital improvements); building, janitorial and cleaning services and supplies; uniforms and dry cleaning; snow removal; landscaping maintenance; window cleaning; service contracts for the maintenance of elevators, boilers, HVAC, and other mechanical, plumbing, and electrical equipment; legal fees (other than legal fees relating to the enforcement of Landlord’s rights under leases with tenants for space in the Building); accounting fees; advertising (except for advertising expenses and leasing fees relating to leasing space in the building); management fees at reasonable and customarily incurred rates and all other expenses now or hereafter reasonably and customarily incurred in connection with the ownership, operation and maintenance of comparable office buildings in Northern Virginia. Refunds of Real Estate Taxes (reduced by Landlord’s actual expenses in obtaining such refunds), receipts from tenants of the Building for after-hours heating or air-conditioning and for excess electrical usage in an amount equal to the actual costs of providing such service, recoveries of expenses and other separate charges made to tenants of the Building for special services (but excluding any mark-up or profit realized by Landlord in connection with providing such special services) and, to the extent that Operating Expenses include the cost of any repair or reconstruction work, the amount of any insurance recoveries, shall be credited against Operating Expenses in computing the amount thereof. Operating Expenses shall also be reduced as provided in Section 3(b).

     Notwithstanding anything in this Lease to the contrary, for purposes of the calculations to be made pursuant to this paragraph, Operating Expenses shall exclude (i) capital improvements except as provided under this definition of Operating Expenses, (ii) repairs and replacements, which under

sound accounting principles and practices should be classified as capital expenditures as determined by Landlord’s independent accounting firm, depreciated as provided for above, (iii) painting, redecorating, or other work which Landlord performs for any other tenant or prospective tenant of the building other than painting, redecorating, or other work which is standard for the building and performed for tenants subsequent to their initial occupancy, (iv) repairs or other work (including rebuilding) occasioned by fire, windstorms, or other casualty, to the extent covered by insurance, or condemnation, (v) any cost (such as repairs, improvements, electricity, special cleaning or overtime services) to the extent such costs are included in tenants’ rent or are expressly reimbursable to Landlord by tenants (as opposed to partial reimbursement in the nature of rent escalation provisions) or are separately charged to and payable by tenants or to the extent Landlord is entitled to compensation by insurance proceeds, (vi) leasing commissions and expenses of procuring tenants, including lease concessions and lease take-over obligations, (vii) depreciation, (viii) interest on and amortization of debt, (ix) taxes of any nature, excluding real estate taxes, but including interest and penalties for late payment of taxes, except as provided herein, (x) rent payable under any lease to which this lease is subject, (xi) wages or salaries of employees other than on-site employees for the building or employees specifically employed, in whole or in part, in connection with the ownership and maintenance of the Building, (xii) costs and expenses of enforcing leases against tenants, including legal fees, (xiii) managing agents’ commissions in excess of rates then customarily charged by managing agents for comparable office buildings and, (xiv) expenses resulting from any violation by Landlord of the terms of any lease of space in the building or of any ground or underlying lease or mortgage to which this lease is subordinate.

In the event that pursuant to the terms of this Lease, Tenant is obligated to pay its proportionate share of Operating Expenses, Tenant shall have the right to audit Landlord’s books and records as follows:

           Option to Renew/Expansion : Tenant shall not have an option to renew this Lease and shall have no right to expansion space in the Building.

           Option to Terminate : Landlord shall have the sole and exclusive option of terminating this Lease upon five (5) months written notice to Tenant, such termination being effective at any time after the third anniversary of this Lease.

           Person : A natural person, a partnership, a limited liability company, a corporation, and any other form of business or legal association or entity.

           Real Estate Taxes : All taxes, assessments, vault rentals, water and sewer rents, if any, and other charges, if any, general, special, or otherwise, including all assessments for schools, public betterment, and general or local improvements, which are mandatory or legally compelled, levied or assessed upon or with respect to the ownership of and/or all other taxable interests in the Building and the land on which it is built imposed by any public or quasi-public authority (including The Reston Association and any related or similar organization having jurisdiction over the Building and the ability to assess fees to the owner of the Building whether now existing or created after the date hereof) having jurisdiction and personal property taxes levied or assessed on Landlord’s personal property used in connection with the operation, maintenance, and repair of the Building. Except for taxes, fees, charges, and impositions described in the next succeeding sentence, Real Estate Taxes shall not include any inheritance, estate, succession, transfer, gift, franchise, corporation, income, or profit tax or capital levy. If at any time during the Term the methods of taxation shall be altered so

that in addition to or in lieu of or as a substitute for the whole or any part of any Real Estate Taxes levied, assessed or imposed there shall be levied, assessed or imposed (i) a tax, license fee, excise or other charge on the rents received by Landlord, or (ii) any other type of tax or other imposition in lieu of, or as a substitute for, or in addition to, the whole or any portion of any Real Estate Taxes, then the same shall be included as Real Estate Taxes. A tax bill or true copy thereof, together with any explanatory or detailed statement of the area or property covered thereby, submitted by Landlord to Tenant shall be conclusive evidence of the amount of taxes assessed or levied, as well as of the items taxed. If any real property tax or assessment levied against the land, buildings or improvements covered thereby or the rents reserved therefrom, shall be evidenced by improvement or other bonds, or in other form, which may be paid in annual installments, only the amount paid or payable in any Lease Year shall be included as Real Estate Taxes for that Lease Year.

           Substantially Completed : The completion of the construction or installation, or both, of the Landlord’s improvements in question, except for any special order or long-lead items, to the extent that (i) only minor items remain unfinished, and (ii) such minor items do not prevent Tenant from occupying the Leased Premises for the use specified herein. It is understood and agreed by the parties that all construction and other improvements that are the responsibility of landlord are complete and satisfactory.

           Taking : A taking of property or any interest therein or right appurtenant or accruing thereto, by condemnation or eminent domain or by action, proceedings, or agreement in lieu thereof, pursuant to governmental authority.

           Tenant : The tenant named herein and any permitted assignee under Section 15.

           Tenant’s Additional Costs : In additional to any other provision hereof that provides for the Tenant to be responsible for certain costs incurred by Landlord, it is agreed and understood that Tenant shall be responsible for all costs of any kind (“Tenant’s Additional Costs”) incurred by Landlord in connection with (i) any repairs deemed necessary by Landlord (not to include any reasonably determined to be repairs of normal wear and tear) in any of the leased premises under the Original Lease based on an inspection made by Landlord and Tenant within ten (10) days of the Lease Commencement resulting from Tenant’s occupancy or sub-letting of the leased premises under the Original Lease, (ii), any repairs to the Building reasonably deemed necessary by Landlord, including modifications or repairs required as a direct or indirect result of Tenant relocating its equipment and personnel within the Building, (iii) any repairs reasonably deemed necessary by Landlord or as a direct or indirect result of Tenant’s failure to abide by the Rules and Regulations and other applicable lease provisions, regarding the use, upkeep and care of the Building or the leased premises under the Original Lease or to strictly enforce same upon its Subtenants under the Original Lease, (iv) any electrical override usage charges or electrical submeter charges and after hours HVAC charges for services provided Tenant hereunder and under the Original Lease, (v) any charges due for services provided to Tenant by Landlord hereunder or under the Original Lease, whether previously invoiced or not, (unless previously paid by Tenant), such as, but not limited to, key replacement charges and operating expense increase charges, as applicable hereunder or under the Original Lease, (vi) legal costs incurred by Landlord in connection with enforcement of this Lease, and (vii) legal costs incurred by Landlord in connection with enforcement of the Original Lease. The Tenant’s Additional Charges shall be payable within fifteen (15) days of invoice by Landlord regardless of when the cost is incurred by Landlord, including such costs incurred by Landlord prior to the Lease Commencement Date as defined herein. The total of all of Tenant’s Additional Costs set forth in (iv), (v), and (vii) of this paragraph that accrued or otherwise arose from circumstances prior to the date of execution hereof shall not exceed $75,000.00. There shall not be a limit regarding Additional Costs that arise from (i), (ii), (iii), or (vi) of this paragraph.

           Tenant’s Special Installations : As defined in Section 9(d).

           Unavoidable Delays : Delays caused by strikes, acts of God, lockouts, labor difficulties, riots, explosions, sabotage, accidents, inability to obtain labor or materials, governmental restrictions or delays in obtaining required building permits or occupancy permits, enemy action, civil commotion, fire, unavoidable casualty, or similar causes not caused by and beyond the reasonable control of the Landlord.

     2.  COMPLETION OF LEASED PREMISES, SCHEDULE AND INSPECTIONS

Notwithstanding anything to the contrary contained in this Lease, the Original Lease, or elsewhere provided, it is understood and agreed that the Leased Premises are currently occupied by Tenant and are hereby unconditionally accepted by Tenant, in all respects, in their

“AS IS, WHERE IS” condition, and further that Landlord has fully satisfied all of its obligations regarding the completion of construction of the Leased premises under this Lease or the Original Lease, completion of any repairs that are the responsibility of the Landlord under this Lease or the Original Lease, completion of the Building as required by this Lease or the Original Lease, providing the Tenant with the Tenant Improvement Allowance as required by the Original Lease, providing Tenant the services as required under the Original Lease, and that Landlord has fully complied with all requirements under this Lease (except those requirements which by their nature are not required to be complied with at this time) and the Original Lease.

          (a) Base Building Definition : To the best knowledge and belief of Landlord the building shell was completed in accordance with the project specifications set forth in the Base Building Definition attached hereto as, Exhibit B and incorporated herein, (the “Base Building Definition”).

          (b) Tenant Improvement Allowance : It is agreed and understood that pursuant to the Original Lease Landlord previously provided Tenant a Tenant Improvement Allowance in connection with the construction of Tenant Improvements within the Building, including within the Leased Premises, in the amount of One Million Five Hundred and Fifteen Thousand Seven Hundred and Forty and 72/00 Dollars (the “Tenant Improvement Allowance”), receipt and sufficiency of which is hereby acknowledged by Tenant, used by Tenant for space planning, preparation of the Tenant Improvement Plans (as described below), architectural and engineering services related to the Tenant Improvement Plans, permitting required in connection with the Tenant Improvement Plans, leasehold improvements (including modifications to the existing building specifications required as a result of the Tenant Improvement Plans), Tenant’s building signage, and other costs incurred by Landlord in connection with the Tenant Improvement Plans or construction of the Tenant’s Improvements. Accordingly, Landlord shall not provide any additional allowance for improvements or alterations to the Leased Premises in connection with this Lease. In the event of Tenant’s full and faithful compliance with each and every term and condition of this Lease the Landlord shall not be entitled to any return of the Tenant Improvement Allowance, however in the event of Tenant’s abandonment of the Leased Premises or Tenant’s Default hereunder resulting in Tenant being evicted from the Leased Premises (as evidenced by court order or Landlord’s Notice of Default and Termination as provided for herein) within five (5) years of the Lease Commencement Date Landlord shall, among other remedies provided for in this Lease, be entitled to the full and immediate repayment of the Tenant Improvement Allowance which Tenant shall repay to Landlord upon demand therefore. However, it is agreed and understood that the amount of the Tenant Improvement Allowance that Tenant shall be required to repay to Landlord, as required by this provision, shall be reduced by one hundred and fifty thousand dollars ($150,000.00) on each anniversary of the Lease Commencement Date hereunder.

          (c) Tenant’s Improvements : In accordance with the Original Lease, Landlord and Tenant jointly developed a mutually acceptable space plan and finishing schedule for the Leased Premises that met Tenant’s requirements (the “Space Design”). Upon completion of the Space Design, an architectural firm was selected from those listed on Exhibit C, attached hereto and incorporated herein, to prepare the complete construction documents (the “Tenant Improvement Plans”). The Tenant Improvement Plans fully describe all leasehold improvements in connection with the Leased Premises (the “Tenant’s Improvements”) and include all required construction drawings, construction documents and specifications, finishing schedules, structural designs and plans, mechanical designs and plans, electrical designs and plans, plumbing designs and plans, and other documents or items connection with obtaining building permits for the Tenant Improvement Plans and occupancy certificates or use permits for the Leased Premises. The Space Design and the Tenant Improvement Plans created in connection with the Original Lease are attached hereto as Exhibit D-1 and D-2 respectively, each hereby being incorporated herein. Landlord’s specifications for interior building finishes, (the Building Interior Finish Specifications), are attached hereto as Exhibit E, and incorporated herein.

          (d) Tenant’s Costs : All costs of any modifications of any kind to the Leased Premises that the Tenant desires shall be the sole responsibility of Tenant and shall be payable as provided below. In the event the Tenant desires to make any alterations (“Tenant Alterations”) to the Leased Premises all subject work shall be strictly in accordance with this paragraph 2(d) and Paragraph 9 below, and in such event Tenant shall provide Landlord a written request describing, in adequate detail, the nature of any proposed Tenant Alterations and Landlord shall secure a bid for the proposed Tenant Alterations from Landlord’s General Contractor and provide same to Tenant in writing, provided that the amount payable to Landlord’s General Contractor, is commercially reasonable. In the event Tenant desires to proceed with the proposed Tenant Alterations, Tenant shall deposit cash

in the amount of one hundred percent (100%) of the cost identified in the bid for the proposed tenant Alterations with Landlord prior to commencement of the Tenant Alterations (the “Tenant Alterations Deposit”). Landlord’s General Contractor, Signet Construction, Inc. shall be used for all Tenant Improvements, or such other contractor as selected by Landlord.

          (e) Plan Approvals : All Tenant Alteration Plans, and any related modifications to the Building shall be subject to Landlord’s sole but reasonable approval. Prior to any work commencing, Landlord shall approve all plans and specifications. Prior to any work commencing all required permits shall be obtained by Landlord.

          (f) Schedule : RESERVED

          (g) Delays : RESERVED

          (h) Subcontractors and Suppliers : All sub-contractors and material suppliers performing work or supplying materials to the Building shall be selected by the Landlord’s general contractor and shall be subject to the Landlord’s approval in its sole but reasonable discretion. In order to protect the integrity and efficiency of the mechanical, electrical and plumbing systems, all mechanical, electrical and plumbing within the Tenant’s space shall be designed by the design build team responsible for the mechanical, electrical and plumbing systems in the building.

          (i) Inspections : At the time Tenant surrenders the Leased Premises or at the end of the Term, or within ten (10) business days thereafter, Landlord and Tenant, or their respective agents, shall make a similar inspection of the Leased Premises to note the condition of the Leased Premises at the time of surrender and shall prepare a punch list of any items of repair that Tenant shall be responsible for completing, reasonable wear and tear excepted (the “Tenant’s Punchlist”). Landlord shall not be obligated to refund to Tenant all or any part of the Security Deposit then being held by Landlord until all repairs that are the responsibility of Tenant are completed to Landlord’s reasonable satisfaction. In the event Tenant fails to attend the inspection, as reasonably scheduled by Landlord, the Tenant shall be bound by the Tenant Punchlist, as prepared by Landlord.

          (j) Acceptance of Space : Tenant is currently in possession of the Leased premises and hereby acknowledges that the condition of the Leased Premises is acceptable in its present “as is” condition. Accordingly no repairs are needed and Tenant accepts the Leased Premises in its “as is” condition on the date hereof.

     3.  RENT AND ADDITIONAL CHARGES

          (a) Payment of Rent and Additional Charges . Tenant shall pay the Basic Rent for each Lease Year in equal monthly installments in advance on the first day of each month during the Term, commencing on the Lease Commencement Date. The Basic Rent and all Additional Charges shall be paid promptly when due, in lawful money of the United States, without notice or demand and without deduction, diminution, abatement, counterclaim, or setoff of any amount or for any reason whatsoever, except as otherwise expressly provided in subsection (b), to Landlord at Landlord’s Notice Address or at such other address or to such other person as Landlord may from time to time designate in writing. If Tenant makes any payment to Landlord by check, such payment shall be by check of Tenant and Landlord shall not be required to accept the check of any other person, and any check received by Landlord shall be deemed received subject to collection. If any check is mailed by Tenant, Tenant shall post such check in sufficient time prior to the date when payment is due so that such check will be received by Landlord on or before the date when payment is due. Tenant shall assume the risk of lateness or failure of delivery of the mails, and no lateness or failure of the mails will excuse Tenant from its obligation to have made the payment in question when required under this Lease. If, during the Term, Landlord receives two or more checks from Tenant which are returned by Tenant’s bank for insufficient funds or are otherwise returned unpaid, Tenant agrees that all checks thereafter shall be either bank certified, cashiers’, or treasurers’ checks. Landlord shall be reimbursed by Tenant an amount equal to one hundred and fifty percent (150%) of all bank service charges resulting from any returned checks plus a handling fee of five hundred dollars ($500.00). The rent reserved under this Lease shall be the total of all Basic Rent and Additional Charges, increased and adjusted as elsewhere herein provided, payable during the entire Term and, accordingly, the methods of payment provided for herein, namely, annual and monthly rental payments, are for convenience only and are made on account of the total rent reserved hereunder. Notwithstanding anything to the contrary contained herein, or elsewhere provided, it is agreed and understood that throughout the Lease Term Tenant agrees to establish and maintain with a commercial bank or financial institution reasonably acceptable to Landlord, a special account for the payment of Tenant’s Basic Rent obligations from which the payments of Basic Rent shall be wired

directly to Landlord’s account no later then the first regular business day of each calendar month (the “Rent Payment Account”). It is further agreed that throughout the Lease Term, no later then the 10 ^th calendar day of each month, the Landlord shall receive written verification from the bank or financial institution holding the Rent Payment Account that Tenant has irrevocably pre-ordered automatic wire transfers from the Rent Payment Account to Landlord’s account to occur on the first business day of each of the next two (2) months for the full payment of Basic Rent (“Pre-ordered Rent Payments”) for the subject months and that the Rent Payment Account has sufficient balances to provide for said payments (“Rent Payment Account Minimum Balance”).

          (b) Payment of Operating Expense Increases . Tenant shall pay as Additional Charges its Proportionate Share of any Operating Expense Increases in accordance with Section 1(b) for each calendar year, commencing with the calendar year 2002, it being understood and agreed that Tenant shall pay such Additional Charges for 2002 in spite of the fact that the Lease Commences July 1, 2003. Landlord shall make a reasonable estimate of Tenant’s Operating Expense Increase for each calendar year, and Tenant shall pay to Landlord 1/12th of the amount so estimated on the first day of each month in advance. If Landlord’s estimate of Tenant’s Operating Expense Increases for any calendar year is received by Tenant after January 1 of the calendar year, Tenant shall pay to Landlord in a lump sum, within thirty (30) days after receipt of the estimate, the arrearage in the monthly estimates for each month in the calendar year before receipt of the estimate and shall pay the remaining monthly installments on the first day of each month in advance during the balance of the calendar year. After the end of each calendar year, Landlord shall submit to Tenant a statement setting forth in reasonable detail the Operating Expenses for such calendar year and the amount (if any) of Tenant’s Operating Expense Increases for such calendar year. If Tenant’s Operating Expense Increases so stated are more than the amount (if any) theretofore paid by Tenant for Operating Increases based on Landlord’s estimate, Tenant shall pay to Landlord the deficiency within thirty (30) days after the submission of such statement. If Tenant’s Operating Expense Increases so stated are less than the amount (if any) theretofore paid by Tenant for Operating Expense Increases based on Landlord’s estimate, Landlord shall refund to Tenant the excess within thirty (30) days after submission of such statement. If either the Lease Commencement Date shall not coincide with the beginning of a calendar year or the last day of the Term shall not coincide with the end of a calendar year, then the amount of Operating Expense Increases payable for the calendar year in which the Lease Commencement Date or the last day of the Term occurs, as the case may be, shall be pro-rated on a daily basis between Landlord and Tenant based on the number of days in such calendar year in which this Lease is in effect. Tenant’s obligations under this subsection to pay Operating Expense Increases and Landlord’s obligation to reimburse Tenant for an overpayment of Operating Expenses shall survive the expiration of the Term. If any part of the Building is leased to tenants (hereinafter referred to as “Special Tenants”) which, in accordance with the terms of their leases, provide their own cleaning and janitorial services, electrical services, or are not required to pay Operating Expense Increases on the basis of operating expenses for the Building which include substantially the same components as the Operating Expenses (as defined in this Lease), the following provisions shall apply: (i) the Building Rentable Area shall be reduced by the rentable area of the space leased to Special Tenants; (ii) Tenant’s Proportionate Share shall be the percentage which the Rentable Area is of the Building Rentable Area (determined after the reduction specified in clause (i); and (iii) Operating Expenses shall be reduced by the sum of the amounts payable to Landlord by Special Tenants, in accordance with the terms of their leases, as reimbursements for Real Estate Taxes and expenses of owning, operating, managing and maintaining the Building and the amount of the applicable operating expense base under such Special Tenants’ leases.

          (c) Interest . If Tenant fails to make any payment of Basic Rent or Additional Charges on the due date thereof, interest shall, at Landlord’s option, accrue on the unpaid portion thereof from the due date at the Default Interest Rate, but in no event at a rate higher than the maximum rate allowed by law, and shall be payable on demand.

          (d) Accord and Satisfaction . No payment by Tenant, receipt or acceptance by Landlord of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account of the earliest stipulated Basic Rent or Additional Charges; nor shall any endorsement or statement on any check or letter be deemed an accord and satisfaction, and Landlord may accept any check or payment without prejudice to Landlord’s right to recover the balance due or to pursue any other remedy available to Landlord.

          (e) Late Payment Charge . If Tenant fails to pay any Basic Rent or Additional Charges within five (5) days after the same become due and payable, Tenant shall also pay to Landlord a late payment service charge within thirty (30) days of Landlord’s notice that a late payment service charge is due (to cover Landlord’s administrative and overhead expenses of processing late payments) equal to the greater of $100.00 or five percent (5%) of such unpaid sum

for each and every calendar month or part thereof after the due date that such sum has not been paid to Landlord. Such payment shall be deemed liquidated damages and not a penalty, but shall not excuse the untimely payment of rent.

     4.  COMMON AREAS

          Throughout the Term, Tenant and its agents, employees and business invitees shall have the nonexclusive right, in common with others, to use the public lobbies, parking lots, elevator, corridors, stairways, and other common areas in the Building and the toilet rooms in public areas of multi-tenant floors in the Building. Landlord shall have the right at any time, without the Tenant’s consent, to make reasonable changes to the arrangement or location of entrances, passageways, doors, doorways, corridors, stairs, toilet rooms, or other public portions of the Building, provided any such change does not unreasonably obstruct Tenant’s access to the Leased Premises.

     5.  SERVICES AND UTILITIES

          (a) Services Provided : Throughout the Term, Landlord agrees that the Building will be maintained in a manner befitting comparable Class A rental office buildings in Northern Virginia, and that, subject to Legal Requirements, it will furnish to Tenant the following services:

          (1) Subject to the provisions of subsections (b) and (c), normal and usual electricity for lighting purposes and the operation of ordinary office equipment;

          (2) Adequate supplies for toilet rooms located in public areas of the Building;

          (3) Normal and usual cleaning and janitorial services after business hours on Business Days;

          (4) Hot and cold running water in the toilet rooms;

          (5) Subject to the provisions of subsection (d), heating and air-conditioning to the Leased Premises when required for the comfortable occupancy of the Leased Premises, at reasonable temperatures, pressures, and degrees of humidity, and in reasonable volumes and velocities, between the hours of 8:00 a.m. and 6:00 p.m. on Business Days and between the hours of 9:00 a.m. and 12:00 p.m. on Saturdays unless Saturday is a legal holiday;

          (6) Automatically operated elevator service twenty-four (24) hours a day, seven (7) days a week throughout the Term;

          (7) All electric bulbs and fluorescent tubes in building standard light fixtures in the public areas of the Building and building standard fixtures within the Leased Premises;

          (8) A reasonable number of keys to the Leased Premises have already been provided to Tenant at no cost to Tenant. All additional keys including replacements for lost keys shall be issued only upon the payment of a reasonable actual cost for each additional key; and

          (9) A security access system for the public areas of the Building and card keys or other means of entry into the Building.

          (b) Electrical Supply : Landlord shall not be liable in any way to Tenant for any failure or defect in the supply or character of electrical energy furnished to the Leased Premises by reason of any requirement, act or omission of the public utility serving the Building with electricity. Tenant’s use of electrical energy in the Leased Premises shall not at any time exceed the capacity of any of the electrical conductors and equipment in or otherwise serving the Leased Premises. Tenant shall not install or operate in the Leased Premises any electrically operated equipment, including lighting, which uses electric current in excess of the allocable share of the Building system capacity without Landlord’s written consent, which consent may be conditioned upon Tenant’s agreement to pay an additional charge to compensate Landlord for Tenant’s excessive consumption of electricity and to pay the cost of any additional wiring which may be required for the operation of such equipment. Tenant shall not connect any equipment or other electrical device to the electrical system of the Building that would require unusual or excessive electrical service or that would interfere with the adequate supply of electrical service to (i) other tenants within the Building, or (ii) the Building common facilities. Any feeders or risers to supply Tenants electrical requirements in addition to those originally installed, and all other equipment proper and necessary in connection with such feeders or risers, shall be installed by Landlord upon Tenant’s request, at the sole cost and expense of Tenant, provided that, in Landlord’s reasonable judgment, such additional feeders or risers are permissible under applicable laws and insurance regulations and the installation of such feeders or risers will not cause permanent damage or injury to the Building or cause or create a dangerous condition or unreasonably interfere with other tenants of the Building.

           Electrical Use Limits : If, at any time or from time to time, the estimated connected electrical load (including lighting and power) used by Tenant’s electrically operated equipment exceeds an average of eight (8) watts (6 watts for low voltage and 2 watts for high voltage) per square foot of the Leased Premises on a 120/208 volt panel board. Landlord may either (i) install a separate electric meter for the Leased Premises, at Tenant’s sole cost and expense, and Tenant shall reimburse Landlord for the cost of electricity it consumes, as recorded by such meter, in excess of the amount of electricity that would be consumed by a tenant whose consumption of electricity was equal to, but did not exceed, the specified limits, or (ii) from time to time have a survey made by an independent electrical engineer or electrical consulting firm to be selected and paid for by Landlord to determine the amount of electricity consumed by Tenant in excess of the amount of electricity that would be consumed by a tenant whose consumption of electricity was equal to, but did not exceed, then specified limits, and Tenant shall pay to Landlord the cost of excess electricity it consumes as determined by such electrical engineer or consulting firm.

          (d) After Hours HVAC : Landlord shall provide heat and air-conditioning at times in addition to those specified in paragraph (5) of subsection (a) at Tenant’s expense, provided Tenant gives Landlord notice prior to 10:00 a.m. on Fridays or the day preceding a holiday (in the case of after-hours service on Saturdays, Sundays, or holidays). Landlord shall initially charge Tenant for after-hours service at the rate of $45.00 per hour (or, if the Leased Premises include more than one HVAC zone on the same floor and such after hours service is provided for portions of the Leased Premises containing more than one HVAC zone, at the rate of $45.00 per hour per HVAC zone). Landlord reserves the right from time to time, in its sole discretion, to increase the hourly charge for said after-hours service, but in no event will the rate per hour charged to Tenant be more than an amount per hour which represents Landlord’s reasonable estimate of its actual cost of providing such after hours service, including labor, cost of electricity and wear and tear on equipment, plus an allowance of ten percent (10%) thereof to cover general overhead as an Additional Charge hereunder. Tenant shall be permitted to include in the Tenant Improvements a Tenant controlled after hours HVAC system provided it adequately provides Landlord a means of accounting for the after hours use by Tenant, as determined by Landlord and in such event any future increases in the charge for after hour use of that portion of the HVAC system that is under the Tenant’s control shall not include a markup to cover general overhead.

          (e) Landlord’s Use Rights : Landlord reserves the right to erect, use, maintain, and repair pipes, conduits, cables, plumbing, vents, and wires in, to and through the Leased Premises as and to the extent that Landlord may now or hereafter deem to be necessary or appropriate for the proper operation and maintenance of the Building, or other tenants’ installations in the Building, and the right at all times to transmit water, heat, air-conditioning, and electric current through such pipes, conduits, cables, plumbing, vents, and wires, provided that Landlord, in the exercise of such rights, shall not unreasonably inconvenience Tenant or unreasonably interfere with Tenant’s use of the Leased Premises.

          (f) Maintenance Access : Landlord shall have unrestricted access to any and all air-conditioning facilities in the Leased Premises for the purpose of repairs, maintenance, alterations, and improvements, but in exercising its rights under this subsection Landlord shall use its best efforts to minimize interference with Tenant’s business in the Leased Premises.

          (g) Tenant’s Efforts : Tenant agrees to use reasonable efforts to keep or cause to be kept closed all window draperies or venetian blinds in the Leased Premises as and when necessary because of the sun’s position whenever the air-conditioning system is in operation, and Tenant agrees at all times to cooperate fully with Landlord and to abide by all the reasonable regulations and requirements which Landlord may prescribe for the proper functioning and protection of the Building air-conditioning system.

          (h) Service Interruptions : Landlord reserves the right to stop the service of heating, air-conditioning, ventilating, elevator, plumbing, electricity, or other mechanical systems or facilities in the Leased Premises or the Building, if necessary by reason of accident or emergency, or for repairs, alterations, replacements, additions, or improvements which, in the reasonable judgment of Landlord, are desirable or necessary, until said repairs, alterations, replacements, additions, or improvements shall have been completed. The exercise of such right by Landlord shall not constitute an actual or constructive eviction, in whole or in part, 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 injury to, or interruption of, Tenant’s business, or otherwise, or entitle Tenant to any abatement or diminution of rent. Except in cases of emergency repairs, Landlord will give Tenant reasonable advance notice of any contemplated stoppage of any such repairs, alterations, replacements, additions, or improvements promptly. Landlord shall also perform any such work in a

manner designated to minimize interference with Tenant’s normal business operations.

          (i) Service Delays : If Landlord shall fail to supply, or be delayed in supplying, any service expressly or implied to be supplied under this Lease, or shall be unable to make, or be delayed in making, any repairs, alterations, additions, improvements, or decorations, or shall be unable to supply, or be delayed in supplying, any equipment or fixtures, and if such failure, delay or inability shall result from Unavoidable Delays, such failure, delay or inability shall not constitute an actual or constructive eviction, in whole or in part, or relieve Tenant form any of its obligations under this Lease, or impose any liability upon Landlord or its agents by reason of inconvenience to Tenant, or injury to, or interruption of, Tenant’s business, or otherwise, or entitle Tenant to any abatement or diminution of rent unless directly resulting from the gross negligence or willful misconduct of Landlord as determined by a court of competent jurisdiction..

          (j) Voice, Data and other Communications Services : Landlord shall make reasonable efforts to accommodate Tenant’s need for additional riser space between floors one and two during the Lease Term and any extensions thereof for the installation of voice/data and other communications devices. All voice/data and/or other communications services shall only be provided to tenants within the Building by reputable providers of such services, as reasonably determined by the Landlord. Tenant shall have the right to include in the Tenant Improvement Plans a reasonable number of risers to be used solely for Tenant’s internal (only within the Leased Premises) voice and data communications purposes. Landlord shall not open the secure risers without the consent of Tenant, not to be unreasonably withheld, conditioned or delayed. At Tenant’s option such opening of the secure risers shall be supervised by Tenant or its representative.

6. USE OF LEASED PREMISES

          (a) Permitted Uses : Tenant shall use and occupy the Leased Premises solely for general office purposes strictly in accordance with the applicable zoning regulations and consistent with the character and dignity of the Building, and shall not use or permit or suffer the use of the Leased Premises for any other purpose whatsoever without the prior written consent of the Landlord which shall not be unreasonably conditioned, delayed or withheld. Tenant shall not permit or suffer the Leased Premises to be occupied by anyone other than Tenant except as provided by Section 15. Tenant shall at all times have access to the Leased Premises twenty-four (24) hours a day, seven (7) days a week, subject, however, in all respects to all the terms, covenants and conditions contained in this Lease. However, Landlord may regulate and restrict access to the Building at times other than normal business hours on Business Days for security purposes so long as Tenant’s employees and agents have reasonable access to the Leased Premises without unreasonable inconvenience. Throughout the Term, Tenant shall not use, or permit the Leased Premises to be used, for the business of selling food, beverages, or tobacco products, except that Tenant may operate on the Leased Premises vending machines for the sale of food, beverages, and tobacco products exclusively to its employees, agents, assignees or their respective visitors..

          (b) Use Restrictions : Throughout the Term, Tenant covenants and agrees: (i) to pay before delinquency any and all taxes, assessments and public charges levied, assessed or imposed upon Tenant’s business conducted in the Leased Premises, upon the leasehold estate created by this Lease or upon Tenant’s fixtures, furnishings or equipment in the Leased Premises; (ii) not to use or permit or suffer the use of any portion of the Leased Premises for any unlawful purpose; (iii) not to use the plumbing facilities for any purpose other than that for which they were constructed, or dispose of any foreign substances therein; (iv) not to place a load on any floor exceeding the floor load per square foot which such floor was designed to carry in accordance with the plans and specifications of the Building, and not to install, operate or maintain in the Leased Premises any heavy item of equipment except in such manner as to achieve a proper distribution of weight; (v) not to strip, over-load, damage, or deface the Leased Premises, or the hallways, stairways, elevators parking facilities, or other public areas of the Building, or the fixtures therein or used therewith; (vi) not to move any furniture or equipment into or out of the Leased Premises except at such times and in such locations as Landlord may from time to time designate; (vii) not to install any other equipment of any kind or nature which will or may necessitate any changes, replacements or additions to or in the use of, the water system, heating system, plumbing system, air-conditioning system, or electrical system of the Leased Premises or the Building, without first obtaining the written consent of Landlord; and (ix) at all times to comply with all Legal Requirements.

          (c) Legal Requirements : Tenant will not use or occupy the Leased Premises in violation of any Legal Requirements. If any governmental authority, after the commencement of the Term, shall contend or declare that the Leased Premises are being used for a purpose which is in violation of any Legal Requirements, then Tenant shall, upon thirty (30) days’ notice from Landlord,

immediately discontinue such use of the Leased Premises. If thereafter the governmental authority asserting such violation threatens, commences, or continues criminal or civil proceedings against Landlord for Tenant’s failure to discontinue such use in addition to any and all rights, privileges and remedies given to Landlord under this Lease for default therein, Landlord shall have the right to terminate this Lease forthwith. Tenant shall indemnify and hold Landlord harmless from and against any and all liability for any such violation or violations.

          (d) Fire Insurance Limitations : Tenant shall not do, permit or suffer to be done any act, matter, thing, or failure to act in respect of the Leased Premises and/or the Building that will invalidate or be in conflict with fire insurance policies covering the Building or any part thereof, and shall not do, or permit anything to be done, in or upon the Leased Premises and/or the Building, or bring or keep anything therein, which shall increase the rate of fire insurance on the Building or on any property located therein. If, by reason of the failure of Tenant to comply with the provisions of this subsection, the fire insurance rate shall at any time be higher than it otherwise would be, then Tenant shall reimburse Landlord and any other tenant of the Building, on demand, for that part of all premiums for any insurance coverage that shall have been charged because of such violations by Tenant and which Landlord or such other tenant, or both, shall have paid on account of an increase in the rate or rates in its own policies of insurance. Tenant shall not be responsible for any increase in fire insurance rates generally applicable to office space in Fairfax County, Virginia, and not resulting from the particular manner in which Tenant uses the Leased Premises.

          (e) Restricted Materials : Tenant shall not bring or permit to be brought or kept in or on the Leased Premises any flammable, combustible, or explosive fluid, material, chemical or substance except standard cleaning fluid, standard equipment and materials (including magnetic tape) customarily used in conjunction with business machines and equipment of the type used from time to time by Tenant in reasonable quantities.

     7.  CARE OF LEASED PREMISES

          (a) Tenant Care and Maintenance : Tenant shall act with care in its use and occupancy of the Leased Premises and the Building and the fixtures therein and, at Tenant’s sole cost and expense, shall furnish its own electric bulbs and fluorescent tubes for all non-building standard light fixtures in the Leased Premises and shall make all repairs and replacements to the Leased Premises, structural or otherwise, necessitated or caused by the acts, omissions, or negligence of Tenant or any Person claiming through or under Tenant or by the use or occupancy or manner of use or occupancy of the Leased Premises by Tenant or any such Person; however, the foregoing provisions of this subsection shall be subject to the provisions of Section 13. Without affecting Tenant’s obligations set forth in the preceding sentence, Tenant, at Tenant’s sole cost and expense, shall also (i) make all repairs and replacements, as and when necessary, to Tenant’s Special Installations and to any Alterations made or performed by or on behalf of Tenant or any Person claiming through or under Tenant, and (ii) perform all maintenance and make all repairs and replacements, as and when necessary, to any air conditioning equipment, private elevators, escalators, conveyors, or mechanical systems (other than the Building’s standard equipment and systems and other then as specifically approved in writing by Landlord) which may be installed in the Leased Premises, or elsewhere in the Building and serving the Leased Premises, by Landlord, Tenant, or others. However, except as otherwise provided in this Lease, Tenant shall not have any right to install air-conditioning equipment, elevators, escalators, conveyors, or mechanical systems. In addition to the foregoing, all damage or injury to the Leased Premises and to its fixtures, appurtenances and equipment or to the Building or to its fixtures, appurtenances and equipment caused by Tenant moving property in or out of the Building or by installation or removal of furniture, fixtures, or other property by Tenant shall be repaired, restored, or replaced promptly by Tenant, at its sole cost and expense, to the reasonable satisfaction of Landlord. All such aforesaid repairs, restoration, and replacements shall be in quality and class equal to the original work or installation but in no event need exceed Building standards.

          (b) Landlord Repairs : Except as otherwise provided in subsection (a), Landlord shall make the following repairs as and when necessary: (i) structural repairs to the Leased Premises and Building; (ii) repairs required in order to provide the elevator, plumbing, electrical, heating, and air-conditioning services to be furnished by Landlord pursuant to this Lease; (iii) repairs to exterior portions of the Building, including the windows, balconies, parking areas and roof thereof; and (iv) other repairs to the Building necessary for Tenant’s permitted use and enjoyment of the Leased Premises. Landlord’s obligations under the preceding sentence shall not accrue until after notice by Tenant to Landlord of the necessity for any specific repair.

      RULES AND REGULATIONS

          Tenant shall comply with, and shall cause its agents, employees and invitees to, comply with and observe all reasonable rules and regulations concerning the use, management, operation, safety, and good order of the Leased Premises, the Building and the Building parking areas which may from time to time be promulgated by Landlord, provided that such rules and regulations are not inconsistent with the provisions of this Lease and do not materially interfere with Tenant’s permitted use of the Leased Premises. Initial rules and regulations, which shall be effective until amended by Landlord (provided such amendments do not unreasonably interfere with Tenant’s business), are attached to this Lease as Exhibit F hereto and incorporated herein. Tenant shall be deemed to have received notice of any amendment to the rules and regulations when a copy of such amendment has been delivered to Tenant at the Leased Premises or has been mailed to Tenant in the manner prescribed for the giving of notices. Landlord shall not be responsible to Tenant for any violation of the rules and regulations, or the covenants or agreements contained in any other lease, by any other tenant of the Building, or such tenant’s agents, employees or invitees, and Landlord may waive in writing, or otherwise, any or all of the rules or regulations in respect of any one or more tenants.

     9.  TENANT’S ALTERATIONS AND INSTALLATIONS

           Notwithstanding anything to the contrary contained in this Lease, the Original Lease, or elsewhere provided, it is understood and agreed that the Leased Premises are currently occupied by Tenant and are hereby unconditionally accepted by Tenant, in all respects, in their “AS IS, WHERE IS” condition, and further that Landlord has fully satisfied all of its obligations regarding the completion of construction of the Leased premises under this Lease or the Original Lease, completion of any repairs that are the responsibility of the Landlord under this Lease or the Original Lease, completion of the Building as required by this Lease or the Original Lease, providing the Tenant with the Tenant Improvement Allowance as required by the Original Lease, providing Tenant the services as required under the Original Lease, and that Landlord has fully complied with all requirements under this Lease (except those requirements which by their nature are not required to be complied with at this time) and the Original Lease.

          (a) Alterations : Tenant shall not make or perform, or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Leased Premises (referred to collectively as “ Alterations ”) without Landlord’s prior written consent.,. All plans, specifications and details for such Alterations, and all contractors performing the Alterations are subject to the prior written approval of Landlord. In the event Landlord grants such consent and permits Tenant to contract out such work, such Alterations shall be made and performed in conformity with and subject to the following provisions: (i) all Alterations shall be made and performed at Tenant’s sole cost and expense and at such time and in such manner as Landlord may reasonably from time to time designate; (ii) all Alterations shall be performed by adequately insured contractors approved by Landlord and in a good and workmanlike manner in accordance with all applicable Legal Requirements, and Tenant shall indemnify and hold harmless Landlord from and against any and all costs, expenses, claims, liens and damages to person or property resulting from the making of any such alterations, decorations, additions or improvements in or to the Leased Premises or the Building; (iii) no Alteration shall affect any part of the Building other than the Leased Premises or adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building; (iv) all business machines and mechanical equipment shall be placed and maintained by Tenant in settings sufficient in Landlord’s reasonable judgment to absorb and prevent vibration, noise and annoyance to other tenants or occupants of the Building; (v) Tenant shall submit to Landlord reasonably detailed written plans and specifications for each proposed alteration and shall not commence any such Alteration without first obtaining Landlord’s written approval of such plans and specifications; (vi) all Alterations in or to the electrical facilities in or serving the Leased Premises shall be subject to the provisions of Section 5 relating to exceeding electrical capacity; (vii) notwithstanding Landlord’s approval of plans and specifications for any Alteration, all Alterations shall be made and performed in full compliance with all Legal Requirements and in accordance with the Rules and Regulations; and (viii) all materials and equipment to be incorporated in the Leased Premises as a result of all Alterations shall be of good quality. If building or other permits from governmental authorities are required for any Alterations, Tenant shall obtain such permits and deliver copies thereof t