OFFICE LEASE AGREEMENT

OFFICE LEASE AGREEMENT

BETWEEN

STREET RETAIL, INC., LANDLORD

AND

OPNET TECHNOLOGIES, INC., TENANT

DATE: December 21 ^st , 2006

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

LIST OF CERTAIN DEFINITIONS

OFFICE LEASE AGREEMENT

THIS OFFICE LEASE AGREEMENT (this “Lease”) is made this 21 ^st day of December, 2006, by and between STREET RETAIL, INC ., a Maryland corporation (“Landlord”), and OPNET TECHNOLOGIES, INC ., a Delaware corporation (“Tenant”).

IN CONSIDERATION of the payments of rents and other charges provided for herein and the covenants and conditions hereinafter set forth, Landlord and Tenant hereby covenant and agree as follows:

ARTICLE I

REFERENCE PROVISIONS, DEFINITIONS AND EXHIBITS

As used in this Lease, the following terms shall have the meanings set forth in Sections 1.01 and 1.02 below.

Section 1.01 Reference Provisions.

A. Leased Premises. The premises consisting of the entire rentable area on the second (2 ^nd ) floor (designated as Suite 200) of the Building described in Section 1.01.1, below, as shown on the floor plan attached hereto as Exhibits A-1 , and consisting of approximately twenty-two thousand two hundred fifty-three (22,253) square feet of rentable office space, which square footage is stipulated by Landlord and Tenant and shall conclusively be deemed to be the rentable square feet of the Leased Premises for purposes of this Lease.

B. Intentionally Omitted.

C. Term Commencement Date . December 20, 2006, subject to adjustment pursuant to Section 3.01.B hereof.

Rent Commencement Date. April 1, 2007.

D. Termination Date. January 31, 2016, or any earlier date on which this Lease is terminated in accordance with the provisions hereof.

E. Minimum Rent. Eight Hundred Twenty-three Thousand Three Hundred Sixty-one and ^Zero /100 Dollars ($823,361.00) for the first Lease Year, payable in twelve (12) equal monthly installments of Sixty-eight Thousand Six Hundred Thirteen and ^fort y- ^two /1oo Dollars ($68,613.42) for the first Lease Year (at $37.00 per rentable square foot in the Leased Premises), which shall be increased on each Escalation Date (hereinafter defined) in accordance with the provisions of Section 5.02 hereof.

F. Security Deposit. One (1) month’s Minimum Rent, being Sixty-eight Thousand Six Hundred Thirteen and ^*DrtlHwo /1OO Dollars ($68,613.42).

G. Rent Payments. The rent payments due herein shall be made payable to Landlord at the following address:

Street Retail, Inc. - Property #1022

c/o Federal Realty Investment Trust

P.O. Box 8500-9320

Philadelphia, Pennsylvania

Attention: Legal Department

H. Notice Addresses.

I. Building. That certain building, consisting of 63,068 square feet of rentable office and retail space and currently having a street address of 7250 Woodmont Avenue, in the City of Bethesda, County of Montgomery, in the State of Maryland, including the land upon which the Building is situated (the legal description of which is set forth on Exhibit A ), which square footage is stipulated by Landlord and Tenant and shall conclusively be deemed to be the rentable square feet of the Building for purposes of this Lease. The Building contains 44,840 square feet of rentable office area, which square footage is stipulated by Landlord and Tenant and shall conclusively be deemed to be the rentable square feet of the office area in the Building for purposes of this Lease.

J. Parking Spaces. Twelve (12) monthly parking contracts (based upon the ratio of one (1) monthly parking contract for every two thousand (2,000) square feet of rentable area of the Leased Premises, rounded up to the next whole number), the terms of which are set forth in Article XIII.

K. Renewal Option. One (1)five (5)-year option. as provided in Section 3.04 hereof.

L. Schedules and Exhibits. The schedules and exhibits listed below are attached to this Lease and are hereby incorporated in and made a part of this Lease.

Section 1.02 Definitions.

A. Common Areas. Any existing or future improvements, equipment, areas and/or spaces for the non-exclusive, common and joint use or benefit of Landlord, Tenant and other tenants, occupants and users of the Building. The Common Areas include without limitation sidewalks, roofs, gutters and downspouts, parking areas, access roads, driveways, landscaped areas, service drives and service roads, traffic islands, loading and service areas, stairs, landings, ramps, elevators, escalators, utility and mechanical rooms and equipment, corridors, lobbies, public washrooms, and other similar areas and improvements.

B. Floor Area. When used with respect to the Leased Premises, the number of rentable square feet set forth in Section 1.01 .A, above, which the Leased Premises shall be deemed to contain. When used with respect to any other space in the Building, Floor Area shall mean the number of rentable square feet of such space as reasonably determined by Landlord; provided, however, when used with respect to any other office space in the Building, Floor Area shall mean the number of rentable square feet of such space as reasonably determined by Landlord in accordance with BOMA.

C. Interest. A rate per annum of twelve percent (12%).

D. Lease Year. Each twelve (12) month period beginning with the Rent Commencement Date, and each anniversary thereof, provided the Rent Commencement Date occurs on the first day of a month. If the Rent Commencement Date occurs on a day other than the first day of a month, then the first Lease Year shall begin on the Rent Commencement Date and shall terminate on the last day of the twelfth (12 ^th ) full calendar month after the Rent Commencement Date. Each subsequent Lease Year shall commence on the date immediately following the last day of the preceding Lease Year and shall continue for a period of twelve (12) full calendar months, except that the last Lease Year of the Term shall terminate on the date this Lease expires or is otherwise terminated.

E. Partial Lease Year. Any period during the Term which is less than a full Lease Year.

F. Operating Year. Each respective calendar year or part thereof during the Term of this Lease or any renewal thereof, or at the option of Landlord, any other twelve month period or part thereof designed by Landlord.

G. Base Year. The calendar year commencing January 1, 2007.

H. Person. An individual, firm, partnership, association, corporation, limited liability company, or any other legal entity.

I. Additional Rent. All sums payable by Tenant to Landlord under this Lease, other than Minimum Rent.,

J. Rent. Minimum Rent plus Additional Rent.

K. Tenant’s Operating Costs Share. Shall mean a fraction, the numerator of which is the Floor Area of the Leased Premises and the denominator of which is the total Floor Area of the office portion of the Building, which is 44,840 rentable square feet, as measured in accordance with BOMA. Tenant’s Operating Costs Share is currently 49:63%.

L. Tenant’s Tax Share. Shall mean a fraction, the numerator of which is the Floor Area of the Leased Premises and the denominato r of which is the total Floor Area of the office and retail portions of the Building. Tenant’s Tax Share is currently 35.28%.

M. Base Operating Costs. The Operating Costs for the Base Year.

N. Base Taxes. Taxes applicable to the first Lease Year.

O. Building Hours. At least from 8:00 a.m. until 6:00 p.m. on weekdays (excluding holidays) and from 9:00 a.m. until 1:00 p.m. on Saturdays (excluding holidays).

P. Force Majeure. Any acts of God, strikes, sabotage, acts of war, fire and casualty, legal requirements, government restrictions or controls on construction, unusual shortages or inability to obtain labor, materials or equipment, energy shortage, the failure in the applicable governmental authority to promptly issue any building permit, conduct inspections or issue any required certificate or approval in connection with any work undertaken by Landlord, or any causes beyond the reasonable control of Landlord.

ARTICLE II

LEASED PREMISES

Section 2.01 Leased Premises.

A. Landlord demises and leases to Tenant, and Tenant leases and takes from Landlord, the Leased Premises together with the right to use for ingress to and egress from the Leased Premises, in common with others, the Common Areas. Landlord has the exclusive right, subject to any express limitation set forth in Section 4.04 and Article XIX hereof, to (i) use the exterior faces of all perimeter walls of the Building, the roof and all air space above the Building and (ii) install, maintain, use, repair and replace pipes, ducts, cables, conduits, plumbing, vents, utility lines and wires to, in, through, above and below the Leased Premises and other parts of the Building; provided, that if any such pipes, ducts, cables, conduits, plumbing, vents, utility lines and wires are installed in the Leased Premises by Landlord pursuant to this Article II or Section 7.02, then (a) Landlord shall use reasonable efforts to either install such items within or behind the walls or above the ceiling or as near to a wall or ceiling of the Leased Premises as is reasonably practicable or otherwise minimize the impact such items may have on the interior design of the Leased Premises, and (b) Landlord shall repair any damage caused by such installation.

B. Provided Tenant has delivered to Landlord evidence reasonably satisfactory to Landlord that all insurance required to be carried by Tenant and its contractor hereunder is effective, Tenant shall have access to the Leased Premises immediately upon the Term Commencement Date; provided, however, Tenant shall not be entitled to make any alterations or improvements to the Leased Premises until the Plans (as defined in the Work Agreement) have been finally approved by Landlord in accordance with the Work Agreement. Except for purposes of constructing the Tenant Work in accordance with the Work Agreement, Tenant shall not be permitted to occupy the Leased Premises for purposes of conducting its business therein or for any other purpose, unless and until Tenant delivers to Landlord a certificate of occupancy and any other approvals required for Tenant’s occupancy of the Leased Premises from any governmental authorities having jurisdiction over the Leased Premises, all of which shall be obtained by Tenant at Tenant’s sole cost and expense. If Landlord notifies Tenant that the Leased Premises are otherwise available for Tenant to take possession thereof, but Tenant is not permitted to take possession of the Leased Premises because Tenant has failed to deliver to Landlord evidence reasonably satisfactory to Landlord that all insurance required hereunder to be carried by Tenant and its contractor is effective, then (i) Landlord shall be deemed to have tendered possession of the Leased Premises to Tenant, (ii) neither the Term Commencement Date, nor the Rent Commencement Date shall be delayed as a result thereof, and (iii) Tenant shall be entitled to access the Leased Premises when such evidence of insurance has been delivered to Landlord.

C. In the event that as of the Term Commencement Date the Common Restrooms are in violation of any laws, rules, regulations or legal requirements, then in effect, of any governmental authority having jurisdiction over the Building or the Leased Premises (an “Existing Common Restroom Violation” ) and Tenant notifies Landlord of such Existing Common Restroom Violation within 30 days after the Term Commencement Date ( “Violation Notice Date” ) and prior to making any improvements or alteration (other than cosmetic alterations such as painting and floor and wall covering), Landlord shall either (i) make such improvements or alteration required to cure any such Existing Common Restroom Violation, or (ii) reimburse Tenant for the reasonable cost of such improvements or alteration required to cure any such Existing Common Restroom Violation, provided such costs are approved by Landlord in advance. Notwithstanding anything contained herein to the contrary (including the provisions of Section 10.04 and 4.02.B), in the event that Tenant makes any alteration to any component of the Common Restrooms to which any such Existing Common Restroom Violation applies, Landlord shall not have any obligation with respect to such Existing Common Restroom Violation and Tenant shall be required to bring such component into compliance with any and all laws, rules, regulations and legal requirements of any governmental authority having jurisdiction over the Building or the Leased Premises (including curing any Existing Common Restroom Violation). In addition, notwithstanding any other provision of this Lease to the contrary (including the provisions of Section 10.04 and 4.02.B), from and after the Violation Notice Date, Tenant, as a part of the Tenant Work and at its sole cost, shall be required to cure any Existing Common Restroom Violation, unless Tenant has given Landlord notice of such Existing Common Restroom Violation prior to the Violation Notice Date and Tenant does not alter the component of the

Common Restrooms to which such Existing Common Restroom Violation applies. Tenant shall also be responsible for the cost of any Tenant Work or Alteration to the Common Restrooms undertaken by Tenant, including any improvements that exceed current code. The cost incurred in connection with Landlord’s repair, maintenance and cleaning of the Common Restroom shall be included in Operating Costs, subject to and in accordance with the terms of this Lease.

ARTICLE III

TERM

Section 3.01 Term.

A. This Lease shall be effective as of the date hereof. The Term shall commence on the Term Commencement Date specified in Section 1.01.C. above (except as expressly set forth in Section 3.01 B hereof), and shall be for the period time specified in Section 1.01.B., above, and expire on the Termination Date specified in Section 1.01 .D, above.

B. In the event that Landlord has not tendered possession of the Leased Premises to Tenant by the Term Commencement Date (as set forth in Section 1.01.C) for any reason or cause, then the Term Commencement Date shall be delayed and shall be the date that Landlord tenders possession of the Leased Premises to Tenant. In the event the Term Commencement Date is so delayed, Landlord shall not be liable or responsible for any claims, damages, or liabilities by reason of such delay, but the Rent Commencement Date shall be delayed by one (1) day for each day that the Term Commencement Date is so delayed.

C. Minimum Rent shall commence on the Rent Commencement Date irrespective of the date that Tenant actually completes the Tenant Work and occupies the Leased Premises, which Rent Commencement Date is subject to adjustment only pursuant to the provisions of Section 3.01 B hereof. It is understood and agreed that Landlord will not make, and is under no obligation to make, any structural or other alterations, decorations, additions or improvements in or to the Leased Premises in connection with Tenant’s initial occupancy thereof. Provided Tenant has delivered to Landlord evidence reasonably satisfactory to Landlord that all insurance required to be carried by Tenant and its contractor hereunder is effective, Tenant shall have access to the Leased Premises to commence the Tenant Work in the Leased Premises in accordance with the Plans (as defined in Exhibit B hereof; i.e., the Construction Documents approved by Landlord) on the Term Commencement Date. Except for purposes of constructing the Tenant Work in accordance with Exhibit B and installing furniture and equipment, Tenant shall not be permitted to occupy the Leased Premises for purposes of conducting its business therein or for any other purpose, unless and until Tenant delivers to Landlord a certificate of occupancy and any other approvals required for Tenant’s occupancy of the Leased Premises from any governmental authorities having jurisdiction over the Leased Premises, all of which shall be obtained by Tenant at Tenant’s sole cost and expense. If Landlord notifies Tenant that the Leased Premises are otherwise available for Tenant to take possession thereof, but Tenant is not permitted to take possession of the Leased Premises because Tenant has failed to deliver to Landlord evidence reasonably satisfactory to Landlord that all insurance required hereunder to be carried by Tenant and its contractor is effective, then (a) Landlord shall be deemed to have tendered possession of the Leased Premises to Tenant; (b) neither the Term Commencement Date nor the Rent Commencement Date shall be delayed as a result thereof; and (c) Tenant shall be entitled to access the Leased Premises when such evidence of insurance has been delivered to Landlord.

D. Within five (5) days after request from Landlord, Landlord and Tenant shall execute an amendment to the Lease setting forth the Term Commencement Date, Rent Commencement Date and Termination Date.

Section 3.02 End of Term. This Lease shall terminate on the Termination Date without the necessity of notice from either Landlord or Tenant. Upon the Termination Date, Tenant shall quit and surrender to Landlord the Leased Premises, broom-clean, in good order and condition, ordinary wear and tear excepted; and shall surrender to Landlord all keys and access cards, if applicable, to or for the Leased Premises.

Section 3.03 Holding Over. If Tenant fails to vacate the Leased Premises on the Termination Date, Landlord shall have the benefit of all provisions of law respecting the speedy recovery of possession of the Leased Premises (whether by summary proceedings or otherwise). In addition to and not in limitation of the foregoing, occupancy subsequent to the Termination Date (“Holdover Occupancy”) shall be a tenancy at will. Holdover Occupancy shall be subject to all terms, covenants, and conditions of this Lease (including those requiring payment of Additional Rent), except that the Minimum Rent for each day that Tenant holds over (“Holdover Minimum Rent”) shall be equal to one and one-half (1 1/2) times the per diem Minimum Rent payable in the last Lease Year. Landlord also shall be entitled to recover all damages, including lost business opportunity regarding any prospective tenant(s) for the Leased Premises, suffered by Landlord as a result of Tenant’s Holdover Occupancy; provided, however, Landlord shall waive its right to such damages if Tenant vacates and surrenders to Landlord the Leased Premises in the condition required pursuant to this Lease on or before the date that is forty-five (45) days after the expiration of the Term.

Section 3.04 Renewal.

A. Landlord grants Tenant the option (referred to as the “Extension Option,”) to extend the Term for one (1) period of five (5) years (the “Extension Term”). Tenant shall have no right to an extension of the Term if at the time Tenant seeks to exercise the Extension Option, or at the time the Extension Term would have otherwise commenced, Tenant (i) has then assigned this Lease (other than to a Qualified Tenant Affiliate) or sublet more than fifty percent (50%) of the Leased Premises (other than to a Qualified Tenant Affiliate); (ii) is then in an uncured Default (as defined in Section 16.01 hereof); or (iii) has been in Default (as defined in Section 16.01 hereof) under this Lease two (2) or more times in the prior thirty-six (36) month period. To exercise the Extension Option, Tenant shall give notice of its exercise to Landlord not earlier than eighteen (18) months prior to the Termination Date and not later than twelve (12) months prior to the Termination Date. If Tenant is entitled to and gives Landlord notice in accordance with the terms of this Section, the Term shall be extended for the period of the Extension Term commencing on the day after expiration of the initial Term, and except as set forth below in this Section, shall be on the same terms and condition as are set forth in this Lease. Minimum Rent during the extended Term shall be the then-current (i.e., as of the commencement of the applicable Extension Term) market rent for renewal tenants in first-class office properties of comparable quality and character to the Building in Bethesda, Maryland, taking into consideration market concessions, allowances and other relevant factors applicable to renewal tenant at such time (the “Market Rate”), but in no event less than ninety percent (90%) of the Minimum Rent payable as of the Termination Date, with subsequent escalations in Minimum Rent thereafter to be determined by market practice with respect to comparable space, as such Minimum Rent is reasonably determined by Landlord (and notice thereof delivered to Tenant on or before the date that is the later of (i) sixty (60) days after Tenant’s notice of exercise of the Extension Option or (ii) thirteen (13) months prior to the Extension Term).

B. If Tenant disagrees with Landlord’s determination of Minimum Rent for any Extension Term, Tenant shall give Landlord notice of objection within fifteen (15) days after Tenant receives Landlord’s notice of Landlord’s Minimum Rent determination; otherwise Landlord’s determination shall be deemed conclusive. If Tenant timely delivers to Landlord such notice of objection as provided above, then Landlord and Tenant shall negotiate in good faith to determine the amount of Minimum Rent within ten (10) days of the date of Landlord’s receipt of Tenant’s written notice of objection (the “Negotiation Period”).

C. In the event Landlord and Tenant are unable to agree upon the Minimum Rent for the Extension Term within the Negotiation Period, then either Landlord or Tenant shall be entitled to elect to proceed with the binding arbitration process set forth below by delivering written notice of such election to the other party within twenty (20) days after the expiration of the Negotiation Period. If either party timely elects to proceed with binding arbitration, then the Minimum Rent for the Extension Term shall be based upon the Market Rate for renewal tenants in first-class office properties of comparable quality and character to the Building in Montgomery County, Maryland (taking into consideration market concessions, allowances and other relevant factors applicable to renewal tenant at such time), as determined by binding arbitration in accordance with the following procedures. Within fifteen (15) days after either party first delivers notice to the other party of its election to proceed to binding arbitration, Landlord and Tenant shall each select a real estate broker (based on the criteria set forth in Section 3.04.D hereof). Within twenty (20) days of their selection, each broker shall make a written determination of the Market Rate for the Extension Term. All determinations of the Market Rate shall be in writing. The party appointing each broker shall be obligated, promptly after receipt of the valuation report prepared by the broker appointed by such party, to deliver a copy of such valuation report to an escrow agent who, after receiving both valuation reports, shall deliver each party’s valuation report to the other party. If the Market Rate determination of the broker designated by Landlord is within five percent (5%) of the Market Rate determination of the broker designated by Tenant, then the Minimum Rent for the applicable Extension Term shall be the average of the two Minimum Rent determinations for the Extension Term. If the Market Rate determinations of these two brokers vary by more than five percent (5%), then a third broker shall be selected by the initial two brokers within fifteen (15) business days after the initial two valuation reports have been delivered to the parties (the third broker also having the qualifications set forth in Section 1 .D(iv) below). If a third broker is appointed, the third broker shall review the valuation reports of the initial two brokers and select the one of the initial two valuation reports that most closely reflects the Market Rate for the Extension Term. The third broker shall promptly deliver a report of his determination to each of the parties. The determination of the Market Rate for the applicable Extension Term pursuant to this Section 3.04.C hereof (but in no event less than ninety percent (90%) of the Minimum Rent payable as of the Termination Date) shall be final and binding upon Landlord and Tenant. The expenses of each of the first two brokers appointed under this Section 3.04.C shall be borne by the party appointing such broker. The expenses of the third broker appointed under this Section 3.04.C shall be paid one-half (1/2) by Landlord and one-half (1/2) by Tenant.

D. The real estate brokers selected by Landlord and Tenant shall have the following qualifications: (i) must be a independent and licensed real estate broker in the State of Maryland; (ii) must have a minimum of ten (10) years’ experience in commercial office leasing in the Montgomery County, Maryland area; (iii) must be an active broker in the Montgomery County, Maryland area and known for commercial office expertise; (iv) in the case of the third broker only, must have experience representing both landlords and tenants; (v) in the case of the third broker only, is not then representing either Landlord or Tenant; and (vi) in the case of the third broker only, shall not have been involved in any disputes with Landlord, Tenant or any of the other brokers. In the event that real estate brokers with the qualifications described in this Section 3.04.D are unavailable, qualified consultants with similar qualifications may be substitutes.

E. An amendment modifying this Lease to set forth the Minimum Rent for the Leased Premises during the Extension Term shall be executed by Landlord and Tenant within ten (10) days of Landlord’s determination thereof, of the parties’ agreement thereto (if applicable) or of the determination of the Minimum

Rent by the brokers pursuant to Section 3.04.C hereof. In the event that (i) Tenant and Landlord fail to agree on the Minimum Rent for the Extension Term within the Negotiation Period, and neither Landlord nor Tenant timely elects to proceed with binding arbitration, or (ii) any of the conditions set forth in Section 3.04.A, above are not satisfied, then, at Landlord’s option, this Extension Option shall be null, void and of no further force or effect and this Lease shall end on the date otherwise scheduled for expiration thereof, unless earlier terminated in accordance with the terms thereof. Tenant shall have no further right or option to extend the Term. Time is of the essence with respect to this Section 3.04.

ARTICLE IV

USE AND OPERATION OF THE LEASED PREMISES

Section 4.01 Intentionally Deleted.

Section 4.02 Use.

A. Tenant shall use the Leased Premises solely for general office use, and for no other purpose, and to the extent permitted under applicable zoning statutes, laws, rules, orders, regulations and ordinances, computer labs and training rooms, provided that no more than 20% of the rentable area in the Leased Premises may be used for such purposes and provided further that Tenant complies with all other provisions hereof in connection therewith (including any provisions governing the equipment and improvements installed in the Lease Premises).

B. Tenant shall comply with all statutes, laws, rules, orders, regulations and ordinances affecting the Leased Premises or relating to the use, occupancy or alteration thereof and all the orders or recommendations of any insurance underwriters, insurance rating bureau or any insurance companies providing insurance to Landlord. Except as may otherwise be provided in this Lease, Tenant shall not be required to make any alterations outside of the Leased Premises or to any base Building systems or to the Common Restrooms (hereinafter defined) in order to comply with the any of the foregoing requirements; provided, however, that, if Landlord makes any alteration to any part of the Building as a result of any damage or alteration to the Leased Premises caused or made by or on behalf of Tenant or in order to comply with any requirement of any statutes, laws, rules, orders, regulations and ordinances and such requirement is a result of Tenant’s particular business or use of the Leased Premises, then Tenant shall reimburse Landlord upon demand for the cost thereof. For purposes of this Lease, the base Building HVAC ducts, VAV boxes, central air handlers, that portion of the electrical system the supplies power to the main electrical closet serving the Leased Premises, and that portion of the plumbing system that supplies water and sewage service to the existing bathrooms and wet stacks serving the Leased Premises and the vertical main sprinkler line for the Building shall be part of the base Building systems in the Leased Premises. All other electrical, mechanical, plumbing and any other systems within the Leased Premises or exclusively servicing the Leased Premises, including without limitation, any supplemental HVAC systems exclusively servicing the Leased Premises and telecommunication systems (the “Premises Systems”) shall not be part of the base Building systems and shall be the sole responsibility of Tenant to repair and maintain in a manner that is reasonably comparable to other similar first class office buildings in the Montgomery County, Maryland area of a similar location, size and age. “Common Restrooms” shall mean the restrooms (but not any private restrooms) located on any floor of the Building that is occupied entirely by Tenant, to the extent such restrooms would have been part of the common area of the Building had Tenant not occupied such entire floor. In no event shall Tenant use the Leased Premises for purposes which are prohibited by zoning or similar laws or regulations, or covenants, conditions or restrictions (provided that with respect to any covenants conditions or restrictions that are not of record as of the date hereof, Tenant shall have received written notice thereof). Tenant acknowledges and agrees it is solely responsible for determining if its business complies with the applicable zoning regulations, and that Landlord makes no representation (explicit or implied) concerning such zoning regulations.

C. Tenant shall, at its sole expense: (i) keep the Leased Premises in a good order and condition consistent with the operation of similar first-class office buildings in the Montgomery County, Maryland area (which obligation shall not relieve Landlord from providing to the Leased Premises janitorial and other services required of Landlord pursuant to the provisions of this Lease); (ii) pay before delinquency any and all taxes, assessments and public charges levied, assessed or imposed upon Tenant’s business, upon the leasehold estate created by this Lease or upon Tenant’s fixtures, furnishings or equipment in the Leased Premises; (iii) not use or permit or suffer the use of any portion of the Leased Premises for any unlawful purpose; (iv) not use the plumbing facilities for any purpose other than that for which they were constructed, or dispose of any foreign substances therein; (v) not place a live load on any floor exceeding 100 pounds per square foot, and not 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; (vi) not strip, overload, 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, nor permit any hole (except in connection with hanging customary weight pictures and similar office decorations on the walls of the Leased Premises) to be made in any of the same; (vii) not to move any furniture or equipment into or out of the Leased Premises except at such reasonable times and in such manner as Landlord may from time to time reasonably approve; (viii) not install or operate in the Leased Premises any electrical heating, air conditioning or refrigeration equipment, or other equipment not shown on approved plans which will increase the amount of electricity required for use of the Leased Premises as general office space (other than ordinary office kitchenette appliances customarily found in first-class office buildings in Montgomery County, Maryland and office equipment such as personal computers, printers, copiers and the like) without first obtaining the written consent of Landlord; (ix) not 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, heating, plumbing, air conditioning or electrical systems of the Leased Premises or the Building, without first obtaining the written consent of Landlord.

D. In addition to and not in limitation of the other restrictions on use of the Leased Premises set forth in this Section 4.02, Tenant hereby agrees that the following uses of the Leased Premises shall not be considered to be “office use” and shall not be permitted: (1) any use of the Leased Premises by an organization or person enjoying sovereign or diplomatic immunity; (2) any use of the Leased Premises by or for any medical, mental health or dental practice; (3) any use of the Leased Premises by or for an employment agency or bureau; (4) any use of the Leased Premises for classroom purposes (other than for training purposes for employees, vendors and customers provided that in no event shall the area of the training facilities be more than fifteen percent (15%) of the rentable square feet in the Leased Premises); (5) any use of the Leased Premises by or for any user which distributes governmental or other payments, benefits or information to persons that personally appear at the Leased Premises; (6) any other use of the Leased Premises or any portion of the Building by any user that will attract a volume, frequency or type of visitor or employee to the Leased Premises or any portion of the Building which is not consistent with the standards of a high quality, first-class, office building in the general area of the Building or that will in any way impose an excessive demand or use on the facilities or services of the Leased Premises or the Building.

Section 4.03 Intentionally Deleted.

Section 4.04 Signs and Advertising. Except for the Permitted Exterior Signage (hereinafter defined), Tenant shall not inscribe, paint, affix, or otherwise display any sign, advertisement or notice on any part of the outside or inside of the Building. Landlord shall provide, at the cost of Tenant, standard suite entry signage, if applicable, to be affixed at the entrance to the Leased Premises. Landlord shall also prepare and install at Tenant’s expense a name plate designating Tenant on the directory for the Building. Landlord shall not unreasonably withhold its consent to any signage in the lobby of the Leased Premises on any floor that is entirely occupied by Tenant, provided that such signage is consistent with a first-class office building in Montgomery County, Maryland. If any other signs, advertisements or notices are painted, affixed, or otherwise displayed that are outside the Leased Premises or visible from outside the Leased Premises without the prior approval of Landlord, Landlord shall have the right to remove the same, and Tenant shall be liable for any and all costs and expenses incurred by Landlord in such removal. Tenant, at Tenant’s sole cost and expense, shall have the non-exclusive right to install one (1) sign at the top of the Building (in the location and subject to the parameters set forth on Exhibit K ) identifying “OPNET Technologies, Inc.” (or similar trade name of Tenant) as a tenant of the Building (the “Permitted Exterior Signage”), provided that (i) the Permitted Exterior Signage is permitted under the laws, rules and regulations of the Montgomery County, Maryland and any other governmental authorities having appropriate jurisdiction over the Building; (ii) the Permitted Exterior Signage conforms to all such laws, rules and regulations, and to the terms and conditions hereinafter set forth; (iii) Tenant has obtained all permits, licenses and approvals that may be required in order to install the Permitted Exterior Signage; and (iv) Tenant has not assigned this Lease (other than to a Qualified Tenant Affiliate) and is occupying at least one (1) full floor i.e., all the rentable area on such floor) of the Building. The exact design, location, dimensions and style of the Permitted Exterior Signage shall be subject to Landlord’s prior review and prior written approval exercised in good faith; provided that such approval shall not be unreasonably withheld, conditioned or delayed if such design, location, dimensions and style of the Permitted Exterior Signage is consistent with Exhibit K hereof (it being understood that the size of Tenant’s sign shall be no greater that 50% of the signage area permitted under applicable law for office tenants of the building). The Permitted Exterior Signage may be illuminated, provided that such sign is not internally illuminated, and the Permitted Exterior Signage shall not be a “box sign.” The quality of the installation of the Permitted Exterior Signage is extremely important to Landlord, and Landlord reserves the right to approve in its sole discretion the manner in which the sign is affixed. In order to obtain Landlord’s approval, Tenant must submit to Landlord for Landlord’s approval samples of materials to be used for the Permitted Exterior Signage (showing, among other things, the thickness thereof), samples of any colors used for the Permitted Exterior Signage, complete shop drawings of the Permitted Exterior Signage and plans and specifications for the actual construction and attachment of the Permitted Exterior Signage and any illumination thereof. All Permitted Exterior Signage shall be installed by a contractor selected by Tenant and reasonably approved by Landlord and maintained by a contractor reasonably acceptable to Landlord. On or before the end of the Term, or in the event that Tenant at anytime is leasing less than one (1) full floor in the Building or Tenant assigns this Lease (other than to a Qualified Tenant Affiliate) or Tenant or such Qualified Tenant Affiliate occupies less than seventy-five percent (75%) of the total rentable square feet of the Leased Premises (by reason of a sublet of all or a portion of the Leased Premises or otherwise), Tenant shall, at its expense, have a contractor selected by Landlord remove the Permitted Exterior Signage and repair the Building affected thereby to the condition such part of the Building was in at the time such Permitted Exterior Signage was installed. Tenant hereby agrees to indemnify and hold Landlord and its agents, officers, directors and employees harmless from and against any cost, damage, claim, liability or expense (including reasonable attorneys’ fees) incurred by or claimed against Landlord and its agents, officers, directors and employees, directly or indirectly, as a result of or in any way arising from the installation and maintenance of any Permitted Exterior Signage, except to the extent caused by the negligence of Landlord. Tenant shall obtain property insurance coverage for such Permitted Exterior Signage and such Permitted Exterior Signage. Tenant’s rights under this Section 4.04 are personal to OPNET Technologies, Inc., and no assignee (other than to a Qualified Tenant Affiliate in connection with an assignment of this Lease) or sublessee of Tenant shall have any signage rights hereunder. Tenant will pay for all costs associated with the Permitted Exterior Signage, including without limitation all design, construction, installation and permitting costs as well as all ongoing maintenance, repair and removal costs.

ARTICLE V

RENT

Section 5.01 Rent Payable.

A. Tenant shall pay all Rent to Landlord, without prior notice or demand and without offset, deduction or counterclaim whatsoever, in the amounts, at the rates and times set forth herein, and at such place as is provided in Section 1.01 .G, above, or by wire transfer to Landlord’s bank account or at such other place as Landlord may from time to time designate by notice to Tenant.

B. If Tenant fails to make any payment of Rent within ten (10) days from the date that such Rent is due, Tenant shall pay Landlord a late payment charge equal to the greater of (i) five percent (5%) of such payment of Rent, or (ii) Twenty Dollars ($20.00) per day from the date such Rent is due until the date such Rent is received; provided, however, on the first occasion of the late payment of Rent in any twelve (12)-month period, and no more than once in any twelve (12)-month period, Landlord agrees to waive its right to collect such late payment charge on such payment of Rent if such payment is made no later than the fifth (5 ^th ) day after Landlord delivers to Tenant written notice of such late payment. Payment of such late charge shall not excuse or waive the late payment of Rent.

C. If Landlord receives two (2) or more checks from Tenant that are dishonored by Tenant’s bank within any 24-month period, all checks for Rent thereafter shall be bank certified and Landlord shall not be required to accept checks except in such form. Tenant shall pay Landlord any bank service charges resulting from dishonored checks, plus Fifty Dollars ($50.00) for each dishonored check as compensation to Landlord for the additional cost of processing such check.

D. Any payment by Tenant of less than the total Rent due shall be treated as a payment on account. Acceptance of any check bearing an endorsement, or accompanied by a letter stating, that such amount constitutes “payment in full” (or terms of similar import) shall not be an accord and satisfaction or a novation, and such statement shall be given no effect. Landlord may accept any check without prejudice to any rights or remedies which Landlord may have against Tenant.

E. For any portion of a calendar month at the beginning of the Term, Tenant shall pay in advance the pro-rated amount of the Rent for each day included in such portion of the month.

Section 5.02 Payment of Minimum Rent. The Minimum Rent for the first Lease Year shall be as set forth in Section 1.01 .E, above. Commencing on the first day of the second Lease Year, and on the first day of each Lease Year thereafter (each, an “Escalation Date”), the Minimum Rent then in effect shall be increased by an amount equal to (i) the Minimum Rent then in effect, times (ii) three percent (3%) of the Minimum Rent then in effect. Tenant shall pay Landlord the Minimum Rent in equal monthly installments, in advance, commencing on the Term Commencement Date, and on the first day of each calendar month thereafter throughout the Term. An amount equal to the first month’s Minimum Rent shall be paid in advance upon execution of this Lease and such amount shall be credited toward the first payment of Minimum Rent due.

ARTICLE VI

COMMON AREAS

Section 6.01 Use of Common Areas. Tenant shall have a non-exclusive license to use the Common Areas for ingress to and egress from the Leased Premises, subject to the exclusive control and management of Landlord and the rights of Landlord and of other tenants. Tenant shall comply with such rules and regulations as Landlord prescribes regarding use of the Common Areas. Tenant shall not use the Common Areas for any sales or display purposes, or for any purpose which would impede or create hazardous conditions for the flow of pedestrian or other traffic. Landlord shall use good faith efforts to enforce any provision in the leases of other office tenants in the Building that similarly prohibits the use of the Common Areas by such tenant for any purpose which would impede or create hazardous conditions for the flow of pedestrian or other traffic. The Common Areas shall at all times be subject to the exclusive control and management of Landlord.

Section 6.02 Management and Operation of Common Areas. Landlord shall operate, repair, equip and maintain the Common Areas and shall have the exclusive right and authority to employ and discharge personnel with respect thereto. Without limiting the foregoing, provided that Tenant’s use of the Leased Premises that is permitted hereunder and reasonable access to the Leased Premises are not materially adversely affected, Landlord may (i) use the Common Areas for promotions, exhibits, displays, outdoor seating, food facilities and any other use which tends to benefit the Building, tenants of the Building or visitors to the Building; (ii) grant the right to conduct sales in the Common Areas; (iii) erect, remove and lease kiosks, planters, pools, sculptures and other improvements within the Common Areas; (iv) enter into, modify and terminate easements and other agreements pertaining to the use and maintenance of the Building; (v) construct, maintain, operate, replace and remove lighting, equipment, and signs on all or any part of the Common Areas, provided that Tenant’s rights expressly set forth in Section 4.04 hereof are not materially adversely affected; (vi) provide security personnel for the Building; and (vii) restrict parking in the Building, provided that Tenant’s parking rights are not thereby diminished. Landlord and Tenant agree that the Common Restrooms and elevator lobbies within the Leased Premises shall not be deemed part of the Common Areas for purposes of this Lease. Landlord reserves the right at any time and from time to time to change or alter the location, layout, nature or arrangement of the Common Areas or any portion thereof, including but not limited to the arrangement and/or location of

entrances, passageways, doors, corridors, stairs, lavatories, elevators, parking areas, and other public areas of the Building, which work shall be at Landlord’s sole cost and shall not be included in Operating Costs, unless (a) such work is performed in connection with the operation, maintenance, repair or management of the Building or in order to comply with any and all applicable laws, rules, regulations and requirements of any governmental authority having jurisdiction over the Building, and (b) the cost of such work is not expressly excluded from Operating Costs pursuant to Exhibit H hereof. Landlord shall have the right to close temporarily all or any portion of the Common Areas to such extent as may, in the reasonable opinion of Landlord, be necessary for repairs, replacements or maintenance to the Common Areas, provided such repairs, replacements or maintenance are performed expeditiously and in such a manner as not to deprive Tenant of access to the Leased Premises. Landlord shall have the right, at any time, to (i) make alterations or additions to any part of, the Building; (ii) build other buildings or improvements in or about the land on which the Building is located; and (iii) convey to others or withdraw portions of such land; provided, however, that (a) Landlord shall use reasonable efforts to minimize any interference with Tenant’s business operations in connection with such work, (b) Landlord shall use reasonable efforts to provide Tenant with forty-eight (48) hours (or 30 days if it relates to clause (ii) or (iii) hereof) prior notice (except in the event of an emergency, when no such notice shall be required) if such work is likely to have a material adverse affect on Tenant’s business operations in the Leased Premises, and (c) if as a direct result of any such work performed by Landlord at Landlord’s election, the Leased Premises or any substantial part thereof are rendered untenantable for three (3) consecutive business days and Tenant in fact does not occupy the Leased Premises (or the untenantable portion thereof), then the Base Rent which the Tenant is obligated to pay hereunder shall abate proportionately (based on the number of square feet rendered untenantable and not occupied) as of the fourth (4th) business day after the Leased Premises (or any substantial part thereof) are rendered untenantable until the Leased Premises or such part thereof are again tenantable, unless such work performed by Landlord is requested by, or is for the benefit of, Tenant or is required to comply with any legal requirements applicable to the Building (other than to cure a violation existing as of the Term Commencement Date of any legal requirement in effect as of the Term Commencement Date) or to fulfill Landlord’s obligations hereunder or as a result of any casualty or damage to the Building, in which case no Base Rent shall abate, unless otherwise expressly provided in this Lease. In connection with Landlord’s construction of any such additional improvements on the land on which the Building is located, Landlord may temporarily restrict (but in no event more than two (2) consecutive weeks) Tenant’s use of certain of its parking spaces as Landlord deems reasonably appropriate to facilitate such construction. Landlord shall use reasonable efforts to minimize the disruption to Tenant’s use of such parking spaces and in the event Tenant is prohibited from using any such spaces, Landlord shall make arrangements for alternative parking in reasonably close proximity to the Building for the number of spaces that Tenant is entitled to use in the Building’s parking area, but is prohibited from using as a result of such construction.

Section 6.03 Tenant’s Share of Operating Costs and Taxes.

A. For the Operating Year commencing January 1, 2008 and each Operating Year thereafter, Tenant shall pay to Landlord, in the manner provided herein, Tenant’s share of increases in Operating Costs and Taxes (“Tenant’s Share of Operating Costs and Taxes”), which shall be equal to the sum of (i) the product obtained by multiplying Tenant’s Operating Costs Share times the amount, if any, by which Operating Costs for such Operating Year exceed the Base Operating Costs, and (ii) the product obtained by multiplying Tenant’s Tax Share times the amount, if any, by which Taxes for such Operating Year exceed the Base Taxes; provided, however, that for the Operating Years during which the Term begins and ends, Tenant’s Share of Operating Costs and Taxes shall be prorated based upon the actual number of days Tenant occupied, or could have occupied, the Leased Premises during each such Operating Year. If for any Operating Year after the Base Year the management fee percentage (i.e., the percentage applied to Landlord’s gross receipts for purposes of calculating the management fee) used for determining the management fee for such Operating Year is greater than the management fee percentage used in the Base Year, then for purposes of determining Tenant’s Share of Operating Costs and Taxes for such Operating Year, the management fee for the Base Year shall be recalculated based upon the management fee percentage used in such Operating Year. In addition if for any Operating Year after the Base Year the management fee percentage used for determining the management fee for such Operating Year is less than the management fee percentage used in any prior Operating Year or the Base Year, then for purposes of determining Tenant’s Share of Operating Costs and Taxes for such Operating Year, the management fee for the Base Year shall be recalculated based upon the management fee percentage used in such Operating Year, it being understood that for purposes of determining Tenant’s Share of Operating Costs and Taxes for any Operating Year, the management fee for the Base Year shall be calculated based upon the management fee percentage used in such Operating Year. Tenant’s Share of Operating Costs and Taxes shall be abated for the period from January 1, 2008 until March 31, 2008.

B. Tenant’s Share of Operating Costs and Taxes shall be paid, in advance, without notice, demand, abatement (except as otherwise specifically provided in this Lease), deduction or set-off, on the first day of each calendar month during the Term, said monthly amounts to be determined on the basis of estimates prepared by Landlord on an annual basis and delivered to Tenant prior to the commencement of each Operating Year. If, however, Landlord fails to furnish any such estimate prior to the commencement of an Operating Year, then (a) until the first day of the month following the month in which such estimate is furnished to Tenant, Tenant shall pay to Landlord on the first day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this Section 6.03 in respect of the last month of the preceding Operating Year; (b) promptly after such estimate is furnished to Tenant, Landlord shall give notice to Tenant whether the installments of Tenant’s Share of Operating Costs and Taxes paid by Tenant for the current Operating Year have resulted in a deficiency or overpayment compared to payments which would have been paid under such estimate, and Tenant, within thirty (30)

days after receipt of such estimate, shall pay any deficiency to Landlord and any overpayment shall, at Tenant’s option, be credited against future payments required by Tenant under such estimate or refunded to Tenant promptly; and (c) on the first day of the month following the month in which such estimate is furnished to Tenant and monthly thereafter throughout the remainder of the Operating Year, Tenant shall pay to Landlord the monthly payment shown on such estimate. Landlord may at any time or from time to time furnish to Tenant a revised estimate of Tenant’s Share of Operating Costs and Taxes for such Operating Year, and in such case, Tenant’s monthly payments shall be adjusted and paid or credited, as the case may be substantially in the same manner as provided in the preceding sentence. After the expiration of each Operating Year, Landlord shall submit to Tenant a statement showing the determination of Tenant’s Share of Operating Costs and Taxes (the “Operating Costs Statement”). If such statement shows that the total of Tenant’s monthly payments pursuant to this Section 6.03 exceed Tenant’s Share of Operating Costs and Taxes, then Landlord will refund such overpayment with the notice; provided, however, that no such refund shall be made while Tenant remains in default of any non-monetary provision of this Lease (beyond any applicable notice and cure period expressly set forth herein) or is in default of any monetary provision of this Lease. If such Operating Costs Statement shows that Tenant’s Share of Operating Costs and Taxes exceeded the aggregate of Tenant’s monthly payments pursuant to this Section 6.03 for the applicable Operating Year, then Tenant shall, within thirty (30) days after receiving the statement, pay such deficiency to Landlord. Each Operating Costs Statement provided by Landlord shall be conclusive and binding upon Tenant unless within one hundred twenty (120) days after receipt thereof, Tenant notifies Landlord that it disputes the correctness thereof. If Tenant believes that any Operating Costs Statement includes charges that are not permitted pursuant to this Section 6.03 or contains an error in calculation or otherwise, then Tenant shall be entitled to the following audit right. Such audit right shall be exercisable by Tenant providing Landlord, within one hundred twenty (120) days of receipt of such Operating Costs Statement, notice of such objection, notice of its exercise of such audit right. If within sixty (60) days after Landlord’s receipt of Tenant’s written notice and statement, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such sixty (60)-day period Tenant shall notify Landlord that it wishes to employ an independent certified public accounting firm reasonably acceptable to Landlord to inspect and audit Landlord’s books and records relating to the Operating Costs Statement. If Tenant elects to employ such accountant as set forth above, then Tenant shall deliver to Landlord a confidentiality and nondisclosure agreement satisfactory to Landlord executed by such accountant, and provide Landlord not less than thirty (30) days notice of the date on which the accountant desires to examine Landlord’s books and records during regular business hours; provided, however, that such date shall be between thirty (30) and ninety (90) days after Tenant delivers to Landlord such notice (but in no event between January 1 and April 1 of any year (“Blackout Dates”); provided that if all or a part of such 60 day period (i.e., the period between 30 and 90 days after Tenant delivers to Landlord such notice) falls between the Blackout Dates of any year, then starting on April 2 of such year and continuing for such number of the 60 days falling between such Blackout Dates, Tenant shall be entitled to conduct such examination of Landlord’s books and records in accordance with the terms hereof. The firm or person engaged by Tenant to conduct such audit cannot be compensated on a “contingency” or “success fee” basis. Such audit shall be limited to a determination of whether Landlord calculated the Operating Costs Statement in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant. Any audit performed pursuant to the terms of this section shall be conducted only by an independent certified public accounting firm reasonably acceptable to Landlord. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its right to audit pursuant to this Section 6.03 only in strict accordance with the foregoing procedures and each such audit shall relate only to the most recent calendar year covered by the audited Operating Costs Statement and the Base Year (provided that such audit of the Base Year is conducted only once and is conducted within three (3) years of the end of such Base Year). If on account of any errors in the Operating Costs Statement under audit, Tenant is entitled to a refund or credit of the amount paid by Tenant for Tenant’s Share of Operating Costs and Taxes for the Operating Year under audit because such Expense Statement overstated the amounts to which Landlord was entitled hereunder, then Landlord shall refund such amount to Tenant promptly after becoming aware thereof, and if such Operating Costs Statement overstated the amounts to which Landlord was entitled hereunder by more than four percent (4%) of the amount of Operating Costs and Taxes for the applicable Operating Year, then Landlord shall also promptly reimburse Tenant for the reasonable costs and expenses incurred in any audit conducted in connection with such Operating Costs Statement, but in no event more than Ten Thousand Dollars ($10,000.00) (“Audit Fee Cap”) for such audit, which Audit Fee Cap shall be increased on the first day of each Operating Year by 3% of the Audit Fee Cap in effect for the prior Operating Year.

C. “Operating Costs” means all expenses and costs (but not specific costs which are allocated or separately billed to and paid by specific tenants) of every kind and nature which Landlord shall pay or become obligated to pay, on an accrual basis (consistently applied), because of or in connection with owning, operating, managing, painting, repairing, insuring and cleaning the Building, including, but not limited to, the following:

(i) cost of all supplies and materials used, and labor charges incurred, in the operation, maintenance, decoration, repairing and cleaning of the Building, including janitorial service for all Floor Area leased to tenants;

(ii) cost of all equipment purchased or rented which is utilized in the performance of Landlord’s obligations hereunder, and the cost of maintenance and operation of any such equipment;

(iii) cost of all maintenance and service agreements for the Building and the equipment therein, including, without limitation, alarm service, security service, window cleaning, and elevator maintenance;

(iv) costs of roof and exterior maintenance (including repainting) repair or replacement;

(v) wages, salaries and related expenses of all on-site agents or employees engaged in the operation, maintenance, security and management of the Building up to the level of property manager; provided, however, the wages, salaries and related expenses of any agents or employees not exclusively engaged in the operation, maintenance, security and management of the Building shall be reasonably apportioned;

(vi) cost of all insurance coverage for the Building from time to time maintained by Landlord, including but not limited to the costs of premiums for insurance with respect to personal injury, bodily injury, including death, property damage, business interruption, workmen’s compensation insurance covering personnel and such other insurance as Landlord shall deem reasonably necessary, which insurance Landlord may maintain under policies covering other properties owned by Landlord in which event the premium shall be reasonably allocable;

(vii) cost of repairs, replacements and general maintenance to the Building, including without limitation the mechanical, plumbing, fire and life/safety, electrical and heating, ventilating and air-conditioning equipment and/or systems;

(viii) any and all Common Area maintenance and repair (except for any item expressly excluded under Exhibit H attached hereto), including repainting and exterior and interior landscaping;

(ix) cost of removal of trash, rubbish, garbage and other refuse from the Building as well as removal of ice and snow from the sidewalks on or adjacent to the Building;

(x) all charges for electricity, gas, water, sewerage service, heating, ventilation and air-conditioning and other utilities furnished to the Building;

(xi) annual amounts amortizing the following items (“Permitted Capital Expenditures”): capital expenditures incurred either to improve the efficient operation of the Building or reduce Operating Costs (provided that Landlord in good faith believes that the annual costs savings will exceed the annual amortization for such item) or to comply with any law, order or regulation of any governmental, quasi-governmental, public or other authority (other than to cure a violation existing as of the Term Commencement Date of any legal requirement in effect as of the Term Commencement Date); provided that (i) the cost of each such capital improvement shall be amortized (on any basis permitted under generally accepted accounting principals) and only that portion attributable to each Operating Year shall be included herein for such Operating Year, and (ii) in no event shall Landlord include in Operating Costs for any Operating Year amortization of Permitted Capital Expenditures in excess of fifty centers ($.50) per square foot of space in the Building; and

(xii) management fees.

Notwithstanding anything contained herein to the contrary, Operating Costs shall not include (a) payments of principal and interest on any mortgages, deeds of trust or other financing instruments relating to the financing of the Building; (b) leasing commissions or brokerage fees; (c) costs associated with preparing, improving or altering for space for any leasing or releasing of any space within the Building; and (d) the additional exclusions from Operating Costs set forth on !Exhibit H.

D. “Taxes” means all governmental or quasi-governmental real estate taxes, fees, charges and assessments (whether general, special, ordinary, or extraordinary) applicable to the Building (including without limitation any assessments or charges by any business improvement district, together with all reasonable costs and fees (including reasonable appraiser, consultant and attorney’s fees) incurred by Landlord in any tax contest, appeal or negotiation. “Taxes” shall also include that portion of any ground rent payments made by Landlord that represent the pass-through of real estate taxes from any ground lessor to Landlord and all rent or services taxes and/or so-called “gross receipts” or “receipts” taxes (including, but not limited to, any business license, sales, use or similar taxes) whether or not enacted in addition to, in lieu of or in substitution for any other tax. Taxes shall be accounted for on an accrual basis (consistently applied). “Taxes” shall also include any personal property taxes incurred on Landlord’s personal property used in connection with the Building. “Taxes” shall not include personal income taxes, personal property taxes, inheritance taxes, or franchise taxes levied against the Landlord, and not directly against said property, even though such taxes might become a lien against said property. If Taxes paid by Landlord for any calendar year during the Term, or any part thereof, for which Tenant has paid Tenant’s Share of Operating Costs and Taxes, are refunded to Landlord as a result of a final determination of such Taxes, then, provided Tenant is not then in default under this Lease, Tenant shall be entitled to a refund of Taxes in an amount equal to Tenant’s Tax Share of such refund (net of expenses incurred to obtain the refund); provided, however, that no such refund shall be made while Tenant remains in default of any non-monetary provision of this Lease (beyond any applicable notice and cure period expressly set forth herein) or is in default of any monetary provision of this Lease. Notwithstanding the foregoing, if the garage in the Building is leased to a third party operator and such operator of the garage pays a portion of Taxes attributable to the garage pursuant to its lease, then “Taxes” shall exclude such amount received by Landlord from the garage operator. Taxes in the Base Year and any subsequent Operating Year during which the Building is assessed for Taxes at a time when less than ninety-five percent (95%) of the rentable area of the Building is occupied with tenants paying rent for the entire year, shall be

grossed up to the amount that Landlord reasonably determines that such Taxes would have been had the Building been at least ninety-five percent (95%) occupied (with tenant’s paying rent) for such entire year, determined as follows: (1) in the event the real estate tax assessor’s worksheet for any such year’s assessment reflects any deductions to the capitalized value of stabilized net operating income for items such as (x) losses due to the failure to achieve at least ninety-five percent (95%) occupancy (with tenants paying rent); (y) the costs of required capital improvements to achieve ninety-five percent (95%) occupancy (with tenants paying rent) which are not yet completed; and/or (z) items similar to the foregoing made for purposes of adjustments due to the failure to achieve at least ninety-five percent (95%) occupancy (with tenants paying rent), then and in such event the Real Estate Taxes shall be grossed up to reflect the amount of Real Estate Taxes which would have been payable during such year in the absence of such deduction(s); and (2) in the event that the real estate tax assessors worksheet indicates that an income approach was not considered as a part of the Base Year assessment, then Taxes in the Base Year shall be adjusted to be the amount that Landlord reasonably estimates such Taxes would have been had the Building been ninety-five percent (95%) occupied (with the tenant paying rent) for the entire Base Year and had the assessment therefor taken into consideration, in addition to the other factors typically used, a typical income approach. Landlord agrees to either provide Tenant with a copy of the assessor’s worksheet or to authorize Tenant to obtain a copy of same from the assessor upon its request.

E. If for any period during the Term less than ninety-five percent (95%) of the Floor Area of the office portion of the Building is occupied by tenants during any part of such period, then, in calculating Operating Costs for such period (including without limitation, the Base Year), Landlord shall increase those components of Operating Costs that Landlord reasonably believes would have been incurred during such period assuming the Building were ninety-five percent (95%) occupied during the entire period. In addition, if for any period during the Term any part of the Building is leased to a tenant who, in accordance with the terms of its lease, provides its own cleaning services and/or any other services otherwise included in Operating Costs during any part of such period, then Operating Costs for such period shall be increased by the additional costs for cleaning and/or such other applicable expenses that Landlord reasonably estimates would have been incurred by Landlord if Landlord had furnished and paid for cleaning and/or such other services for the space occupied by such tenant during the entire period.

ARTICLE VII

SERVICES AND UTILITIES

Section 7.01 Landlord shall provide the following facilities and services to Tenant as part of Landlord’s Operating Costs (except as otherwise provided herein):

A. Electricity serving the Leased Premises for normal lighting purposes and the operation of ordinary office equipment, subject to Section 7.03, below;

B. Normal and usual cleaning and char services after Building Hours each day except on Saturdays, Sundays and legal holidays recognized by the United States Government. Attached hereto as Exhibit M are the cleaning specifications currently applicable to the Building, which are subject to change from time to time in Landlord’s sole (but good faith) discretion; provided, however, if Landlord changes such cleaning specifications, such new cleaning specifications must be comparable to the cleaning specifications that are normally and customarily used for comparable first-class office buildings in the Montgomery County, Maryland area;

C. Rest room facilities and necessary lavatory supplies, including hot and cold running water at the points of supply, toilet tissue and paper towels as provided for the general use of all tenants in the Building and routine maintenance, painting, and electric lighting service for all Common Areas of the Building in such manner as Landlord deems reasonable;

D. During Building Hours (i.e., a total of 54 hours a week during non-holiday weeks), central heating and air conditioning during the seasons of the year when these services are normally and usually furnished based upon standard electrical energy requirements of 5 watts per square foot and a human occupancy of not more than one person for each 150 square feet of rentable area of the Leased Premises. After-hours HVAC (i.e., anytime other than Building Hours) shall be provide upon Tenant’s request at a cost equal to Landlord’s reasonable estimate of the cost of utilities, maintenance and depreciation in connection with such service plus a 15% administrative fee. The Landlord will modify the HVAC controls so that (a) the individual package units can be run independently, such that any one (or more) of the package units may be turned on without the necessity of turning all of the units on and (b) the Tenant will have the ability to turn on the after hours HVAC with a switch in the Leased Premises. Regarding the two HVAC units exclusively serving the second (2nd) floor, since these HVAC units will be modified to run independently, the Landlord will provide HVAC services to the second (2 ^nd ) floor of the Leased Premises for up to 54 hours per week (less 10 hours per holiday day occurring during any such week) at times and days of the week selected by Tenant, which time/days may change from time to time (Tenant must give Landlord minimum 48 hours advance notice for any changes to the schedule). Any hours in excess of 54 hours for any week will be deemed after hours HVAC use, the charge for which shall be as set forth above. Regarding the third HVAC unit, which serves both the 2nd and 3rd floors, Tenant shall have use of the third HVAC unit during Building Hours and pay for any use of the unit after- hours;

E. Elevator service by means of automatically operated elevators at least during the Building Hours. Landlord shall have the right to remove elevators from service as the same shall be required for moving freight or for servicing or maintaining the elevators and/or the Building; provided, however, that at least one elevator will remain in service 24 hours per day, 365 days per year, subject to compliance with Landlord’s reasonable rules and regulations concerning after Building Hours and weekend access. Tenant shall have access to the Leased Premises 24 hours per day, 365 days per year;

F. All electric bulbs and fluorescent tubes for building standard light fixtures in the Leased Premises and Common Areas, at Tenant’s request and Landlord shall, at Tenant’s sole cost, reasonably stock all non-standard electric bulbs and fluorescent tubes for Tenant’s light fixtures in the Leased Premises purchased by Tenant. The cost of installing such bulbs and tubes shall be included in Operating Costs;

G. Landlord shall provide a proximity card reader electronic access system with computerized card access (or similar devise) 24 hours per day, 365 days per year, for (i) access to the Building through the office lobby of the Building at the Woodmont Avenue entrance to the Building, (ii) access to the Building from the parking structure, and (iii) access to each floor of the Leased Premises from the elevator lobby on each such floor that is occupied entirely by Tenant. The current card reader electronic access system for the Building or for the 7255 Building (hereinafter defined) will be modified, at Landlord’s sole cost, to be sufficiently compatible with each other, so that Tenant’s access card will be able to work at the entrance to both the Building and the 7255 Building. Landlord shall not be responsible for the quality, action or inaction of the Building access system or for any damage or injury to Tenant, its employees, invitees or others, or their property, resulting from any failure, action or inaction of the Building access system; provided, however, that Landlord shall repair any damage to such access system reasonably promptly after Tenant notifies Landlord thereof in writing. Tenant shall be entitled to one (1) access card per employee at the Leased Premises as of the Term Commencement Date. Any additional or replacement cards shall be at the then prevailing rate charged by Landlord, which is currently Ten Dollars ($10.00) per card. Landlord shall use reasonable efforts to provide any such additional or replacement cards to Tenant within two (2) days after receipt of a written request therefor; and

H. Notwithstanding the foregoing, in the event that for any reason not caused by Tenant (or any of its employees or agents) or an event of Force Majeure any interruption or stoppage of any service Landlord is required hereunder to provide to the Building shall continue for more than five (5) consecutive business days and shall render at least twenty-five percent (25%) of the Leased Premises untenantable for general office purposes and Tenant shall actually cease to conduct business in such portion of the Leased Premises, then, provided no default exists, the portion of Minimum Rent attributable to such untenantable area shall, commencing on the sixth (6 ^th ) business day after receipt from Tenant of written notice that Tenant has experienced such an interruption or stoppage of services and has ceased the use thereof, abate until the earlier of the date that (i) Tenant again uses such portion of the Leased Premises, or (ii) such portion of the Leased Premises is again tenantable.

Section 7.02 Landlord shall have access to and reserves the right, subject to the provisions of Section 2.01 .A, to inspect, erect, use, connect to, maintain and repair pipes, ducts, conduits, cables, plumbing, vents and wires, and other facilities 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 (including the servicing of other tenants 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 and the right to interrupt the same in emergencies without eviction of Tenant or abatement of Rent (except as may be provided pursuant to Section 7.01.H, above). Any failure by Landlord to furnish the foregoing services, resulting from circumstances beyond Landlord’s reasonable control or from interruption of such services due to repairs or maintenance, shall not render Landlord liable in any respect for damages to either person or property, nor be construed as an eviction of Tenant, nor cause an abatement of Rent hereunder, nor relieve Tenant from any of its obligations hereunder. If any public utility or governmental body shall require Landlord or Tenant to restrict the consumption of any utility or reduce any service for the Leased Premises or the Building, Landlord and Tenant shall comply with such requirements, whether or not the utilities and services referred to in this Article VII are thereby reduced or otherwise affected, without any liability on the part of Landlord to Tenant or any other person or any reduction or adjustment in Rent payable hereunder. Landlord and its agents shall be permitted reasonable access to the Leased Premises for the purpose of installing and servicing systems within the Leased Premises deemed reasonably necessary by Landlord to provide the services and utilities referred to in this Article VII to Tenant and other tenants in the Building. Landlord recognizes that Tenant is a government contractor and, except in the case of an emergency, in connection with any access to the Leased Premises by Landlord pursuant hereto, Landlord shall complying with such reasonable security requirements of any applicable law or regulation enacted by the United States Government governing such access, provided Tenant delivers to Landlord written notice and a copy of such requirements.

Section 7.03 Landlord shall be under no obligation to furnish electrical energy to Tenant in amounts greater than needed for lighting and normal and customary items of equipment for general office purposes (i.e., not more than an average of five (5) watts per square foot of the Leased Premises), and Tenant shall not install or use within the Leased Premises any electrical equipment, appliance or machine which shall require amounts of electrical energy exceeding such standard wattage provided for the Building, unless the installation and use of such additional electrical equipment, appliance, or machine has been approved by Landlord, which approval may be conditioned upon the payment by Tenant, as Additional Rent, of the cost of the additional electrical energy and modifications to the Building’s electrical system required for the operation of such electrical equipment, appliance or machine. Landlord shall have the right to charge Tenant for the cost of its electricity consumption beyond Business Hours (to the extent Landlord reasonably determines that such after hours use is in excess of the average for the Building) or in excess of five (5) watts per square foot of rentable area of the Leased Premises and for the cost of any additional wiring or other improvements to the Building as may be occasioned by or required as a result of any such excess use. In the event of any such excessive consumption of any utilities

(including without limitation any consumption beyond Building Hours to the extent Landlord reasonably determines that such after hours use is in excess of the average for the Building), Landlord shall be entitled to require that Tenant install in the Leased Premises (at Tenant’s cost and in a location approved by Landlord) submeters to measure Tenant’s utility consumption for the Leased Premises or for any specific equipment causing excess consumption, as Landlord shall require; in which case, Tenant shall maintain in good order and repair (and replace, if necessary) such submeters. If submeters are installed for measuring Tenant’s consumption of any utilities, Tenant shall pay the costs of the same to Landlord as Additional Rent, within thirty (30) days of its receipt of a bill therefor based on such submeter readings.

ARTICLE VIII

INDEMNITY AND INSURANCE

Section 8.01 Indemnity by Landlord and Tenant.

A. Indemnity by Tenant. Tenant shall indemnify, defend and hold Landlord and its lessors, shareholders, members, trustees, agents, employees and Mortgagee(s) (collectively, the “Landlord’s Indemnified Parties”) harmless from and against all liabilities, obligations, damages, judgments, penalties, claims, costs, charges and expenses, including reasonable architects’ and attorneys’ fees, which may be imposed upon, incurred by, or asserted against any of the Landlord’s Indemnified Parties and arising, directly or indirectly, out of or in connection with (i) Tenant’s breach of its obligations under this Lease, (ii) the acts or negligence of Tenant, its agents, contractors, and employees, (iii) the use or occupancy of the Leased Premises or the Building by Tenant, its agents, servants, employees, and contractors; and (iv) injury or death to individuals or damage to property sustained in or about the Leased Premises. If any action or proceeding is brought against any of Landlord’s Indemnified Parties by reason of any of the foregoing, Tenant shall reimburse Landlord for the cost of defending such action or proceeding or, upon Landlord’s request and at Tenant’s sole cost and expense, resist and defend such action and proceeding by competent counsel. Tenant shall not be obligated to indemnify Landlord’s Indemnified Parties against loss, liability, damage, cost or expense arising out of a claim for which Tenant is released from liability pursuant to Section 8.07, below (or a claim arising out of the willful or negligent acts or omissions of Landlord or its agents, employees or contractors). Except in connection with any default under the provisions of Sections 3.03, 14.01 or 14.03, in no event shall Tenant have any liability to Landlord on account of any claims for any indirect, consequential or punitive damages arising from the foregoing indemnity; provided, however, in no event shall the foregoing relieve Tenant of any obligations hereunder with respect to the payment of any Rent payable hereunder.

B. Indemnity by Landlord. Landlord shall indemnify, defend and hold Tenant, its officers, shareholders, members, trustees, principals, agents and employees (collectively “Tenant’s Indemnified Parties”) harmless from and against all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including reasonable attorneys’ fees which may be imposed upon, incurred by, or asserted against any of the Tenant’s Indemnified Parties and arises out of the negligence or willful acts or omissions of Landlord, its agents, contractors and employees, except as shall be occasioned by the negligence or willful acts or omissions of Tenant, its agents, servants and/or employees. In no event, however, shall Landlord’s Indemnity cover, or shall Landlord otherwise be liable for any lost revenue or business or any consequential damages ( e.g., lost profits), punitive damages or any damages other than direct, actual and compensatory damages incurred by Tenant. Landlord shall not be obligated to indemnify Tenant’s Indemnified Parties against loss, liability, damage, cost or expense arising out of a claim for which Landlord is released from liability pursuant to Section 8.07, below (or a claim arising out of the willful or negligent acts or omissions of Tenant or its agents, employees or contractors).

Section 8.02 Landlord Not Responsible for Acts of Others. To the maximum extent permitted by law, Landlord’s Indemnified Parties shall not be liable for, and Tenant waives all claims for, loss or damage to Tenant’s business or injury or damage to Person or property sustained by Tenant, or any Person claiming by, through or under Tenant, resulting from any accident or occurrence in, on, or about the Building, including claims for loss, theft, injury or damage resulting from: (i) any equipment or appurtenances being or becoming out of repair; (ii) wind or weather; (iii) any defect in or failure to operate any sprinkler, HVAC equipment, electric wiring, gas, water or steam pipe, stair, railing or walk; (iv) broken glass; (v) the backing up of any sewer pipe or downspout; (vi) the escape of gas, steam or water; (vii) water, snow or ice being upon the Building or coming into the Leased Premises; (viii) the falling of any fixture, plaster, tile, stucco or other material; or (ix) any act, omission or negligence of other tenants, licensees or any other Persons including occupants of the Building, occupants of adjoining or contiguous buildings, owners of adjacent or contiguous property, or the public; provided, however, in the event of any injury or damage to Person or property resulting directly from Landlord’s negligent failure to fulfill any of its repair obligations expressly set forth herein (with respect to a condition of which Landlord had knowledge prior to such injury or damage), the indemnity provisions of Section 8.01 hereof shall apply in such case, subject to the limitations set forth therein and otherwise in this Lease.

Section 8.03 Tenant’s Insurance. Commencing on the date of delivery of possession of the Leased Premises to Tenant and at all times thereafter, Tenant shall carry and maintain, at its sole cost and expense:

A. Commercial General Liability Insurance (ISO form or equivalent) naming Tenant as the named insured and Landlord and (at Landlord’s request) Landlord’s mortgagee (and managing agent), if any, and Federal Realty Investment Trust (“FRIT”), if FRIT is not the Landlord under this Lease, as additional insureds, protecting Tenant and the additional insureds against liability for bodily injury, death and property damage occurring upon or in the Leased Premises, with a minimum combined single limit of One Million Dollars ($1,000,000.00) and a general aggregate limit of Two Million Dollars ($2,000,000.00).

If the policy also covers locations other than the Leased Premises, the policy shall include a provision to the effect that the aggregate limit of Two Million Dollars ($2,000,000.00) shall apply separately at the Leased Premises. If Tenant sells, serves or distributes alcoholic beverages in or on the Leased Premises, then such General Liability Insurance shall include, at the same minimum limits of liability as shown above, Liquor Legal Liability coverage.

B. “All Risks” or “Special Form” property insurance covering all Leasehold Improvements and all of Tenant’s Property (as defined in Section 9.05, below), and written for at least the full replacement cost with a deductible of not more than Five Thousand Dollars ($5,000.00).

C. Worker’s Compensation or similar insurance policy offering statutory coverage and containing statutory limits, which policy shall provide Employer’s Liability Coverage of not less than Five Hundred Thousand Dollars ($500,000.00) per occurrence.

Section 8.04 Tenant’s Contractor’s Insurance. Tenant shall cause any contractor performing work on the Leased Premises to obtain, carry and maintain, at no expense to Landlord: (i) worker’s compensation insurance and employer’s liability as required by the jurisdiction in which the Building is located; (ii) builder’s risk insurance with a deductible no greater than Ten Thousand Dollars ($10,000.00), in the amount of the full replacement cost of the Tenant’s Property and the Leasehold Improvements; and (iii) Commercial General Liability Insurance providing on an occurrence basis a minimum combined single limit of One Million Dollars ($1,000,000.00) per occurrence (and Two Million Dollars ($2,000,000.00) general aggregate, if applicable). If the contractor fails to acquire such insurance, Tenant shall provide such insurance (except worker’s compensation insurance and employer’s liability) at its sole cost and expense.

Section 8.05 Policy Requirements. Any company writing any insurance which Tenant is required to maintain or cause to be maintained under Sections 8.03 and 8.04, above, as well as any other insurance pertaining to the Leased Premises or the operation of Tenant’s business therein (all such insurance being referred to as ‘Tenant’s Insurance”) shall at all times be licensed and qualified to do business in the jurisdiction in which the Leased Premises are located and shall have received an A or better (and be in a financial size category of class VII or higher) rating by the latest edition of A.M. Best’s Insurance Rating Service. All of Tenant’s Insurance may be carried under a blanket policy covering the Leased Premises and any other location of Tenant, if (i) the coverage afforded Landlord and any designees of Landlord shall not be reduced or otherwise adversely affected, and (ii) such blanket policy allocates to the properties and liabilities to be insured under this Article VIII an amount not less than the amount of insurance required to be covered pursuant to this Article VIII, so that the proceeds of such insurance shall not be less than the proceeds that would be available if Tenant were insured under a unitary policy. All policies of Tenant’s Insurance shall contain endorsements requiring the insurer(s) to give to all additional insureds at least thirty (30) days’ advance notice of any material reduction, cancellation, termination or non-renewal of said insurance. Tenant shall be solely responsible for payment of premiums for all of Tenant’s Insurance. Tenant shall deliver to Landlord at least fifteen (15) days prior to the time Tenant’s Insurance is first required to be carried by Tenant, and upon renewals at least fifteen (15) days prior to the expiration of the term of any such insurance policy, a certificate of insurance of all policies procured by Tenant in compliance with its obligations under this Lease. The limits of Tenant’s Insurance shall not limit Tenant’s liability under this Lease, at law, or in equity. If Tenant fails to deposit a certificate of insurance with Landlord for a period of three (3) days after notice from Landlord, Landlord may acquire such insurance, and Tenant shall pay Landlord the amount of the premium applicable thereto within five (5) days following notice from Landlord.

Section 8.06 Increase in Insurance Premiums. Tenant shall not keep or do anything in the Leased Premises that will (i) result in an increase in the rate of any insurance on the Building; (ii) violate the terms of any insurance coverage on the Building carried by Landlord or any other tenant; (iii) prevent Landlord from obtaining such policies of insurance acceptable to Landlord or any Mortgagee of the Building; or (iv) violate the rules, regulations or recommendations of Landlord’s insurers, applicable insurance rating bureau, the National Fire Protection Association, or any similar body having jurisdiction over the Leased Premises. If Tenant does so, Tenant shall pay to Landlord upon demand the amount of any increase in any such insurance premium. In determining the cause of any increase in insurance premiums, the schedule or rate of the organization issuing the insurance or rating procedures shall be conclusive evidence of the items and charges which comprise the insurance rates and premiums on such property.

Section 8.07 Waiver of Right of Recovery.

A. Landlord and Tenant (each, a “Waiving Party”) each hereby waives and releases all rights of recovery against the other and the other’s agents and employees (the “Released Parties”) on account of loss or damage to the property of the Waiving Party to the extent that such loss or damage is required to be insured against under any property damage insurance policies required to be carried by this Lease. By this waiver it is the intent of the parties that the Released Parties shall not be liable to the Waiving Party or any insurance company (by way of subrogation or otherwise) insuring the Waiving Party for any loss or damage insured against (or that could have been insured against) under any property damage insurance required by this Article VIII, even though such loss or damage might be caused by the negligence of one (1) or more of the Released Parties; provided, however, the mutual release contained herein shall not apply to damage to the Waiving Party’s property caused by the willful misconduct of any of the Released Parties. If the Waiving Party does not carry, or is not required to carry, property damage insurance pursuant to this Lease, this release shall apply to damage to the Waiving Party’s property that would have been covered by a policy of “all risk” or “special form” property damage insurance if the Waiving Party had maintained such insurance.

B. Each of Landlord and Tenant shall include in each of its property damage insurance policies a waiver of the insurer’s right of subrogation against the other party and the officers, directors, agents and employees of, and the partners and members in, the other party. If such waiver is not, or ceases to be, obtainable without additional charge (other than a nominal administrative charge) or at all, the insuring party shall so notify the other party promptly after notice thereof. If the other party agrees in writing to pay the insurer’s additional charge therefor, such waiver shall (if obtainable) be included in the policy. Landlord and Tenant hereby acknowledge that such waiver is obtainable under normal commercial insurance practice on the date of this Lease at no additional charge (other than a nominal administrative charge).

C. The waiver and release in Section 8.07.A, above, shall not apply to loss or damage to property of the Waiving Party to the extent of the deductible contained in the Waiving Party’s policies of property damage insurance.

Section 8.08 Landlord’s Insurance. Landlord agrees to maintain in full force throughout the Term, a policy of insurance upon the Building (provided that Landlord shall have no obligation to insure any improvements, alterations or additions in the Leased Premises or any other tenants’ premises) insuring against fire and other casualties covered under an “all risk” coverage endorsement in an amount at least equal to at least eighty percent (80%) of the full replacement value of the Building (excluding costs of excavation, foundations and footings), as well as insurance against breakdown of boilers. Landlord shall supply to Tenant from time to time, upon written request of Tenant (but no more often that annually), certificates of all such insurance issued by or on behalf of the insurers named therein by a duly authorized agent. Notwithstanding anything to the contrary contained in this Lease, Landlord may self insure against the risks covered by the aforementioned insurance provided: (1) Landlord has a net worth of Twenty-five Million Dollars ($25,000,000.00); (2) Landlord maintains loss histories evidencing the losses incurred by Landlord; and (3) Landlord establishes and funds a reserve adequate to cover the amount of losses projected by the loss histories. Furthermore, provided the insurance coverage carried by Landlord pursuant to (i) above shall not be reduced or otherwise adversely affected, all of Landlord’s insurance may be carried under a blanket policy covering the Building and any other property owned, leased or operated by Landlord or its affiliates, provided the insurance requirements in this Lease are fulfilled and the insurance coverage is not diminished in anyway.

ARTICLE IX

CONSTRUCTION AND ALTERATIONS

Section 9.01 Condition of Leased Premises Upon Delivery. It is understood and agreed that Landlord is under no obligation to make any alterations, decorations, additions or improvements in or to the Leased Premises from its “as is” condition, except as otherwise expressly provided in this Lease (including Exhibit B attached hereto); provided, however the foregoing shall not limit any repair and maintenance obligations that Landlord may have hereunder.

Section 9.02 Tenant Improvements. Landlord and Tenant, at their respective sole cost and expense, agree to provide all improvements to the Leased Premises in accordance with their respective obligations set forth in Exhibit B .

Section 9.03 Alterations. Except with respect to Permitted Alterations (hereinafter defined), Tenant shall not make or cause to be made any alterations, additions, renovations, improvements or installations (“Alterations”) in or to the Leased Premises without Landlord’s prior consent, which such consent shall not be unreasonably withheld, conditioned or delayed, unless Landlord determines that the proposed Alterations could (i) affect the exterior or common areas of the Building or aversely affect the Building’s structure or safety; (ii) adversely affect in any material respect the electrical, plumbing or mechanical systems of the Building or the functioning thereof; (iii) be or become visible from the exterior of the Leased Premises; or (iv) interfere with the operation of the Building or the provision of services or utilities to other tenants in the Building. Landlord shall have fifteen (15) business days from the receipt of Tenant’s request for Landlord’s approval of any Alteration (together with all information required under this Lease in connection therewith, including without limitation plans and specification therefor, and other information reasonably requested by Landlord with respect thereto) to review Tenant’s request and to notify Tenant whether it will consent to such proposed Alteration, provided that Tenant in its written request for such approval refers to this provision and states in capital bold letters in such request and on the outside of the envelope containing such request the following: “LANDLORD MUST RESPOND TO TENANT’S REQUEST CONTAINED HEREIN WITHIN FIFTEEN (15) BUSINESS DAYS.” If (i) Landlord fails to notify Tenant whether or not it will consent to such proposed Alteration within such fifteen (15) business day period, and, thereafter, Tenant delivers notice (“Alteration Response Failure Notice”) to Landlord of such failure (which Alteration Response Failure Notice must refer to this provision and state in capital bold letters in the Alteration Response Failure Notice and on the outside of the envelope containing the Sublet Response Failure Notice the following: “LANDLORD MUST RESPOND TO TENANT’S REQUEST CONTAINED HEREIN WITHIN SEVEN (7) BUSINESS DAYS OF RECEIPT OR SUCH REQUEST SHALL BE DEEMED APPROVED,” and (ii) Landlord fails to respond to such request within seven (7) business days after Landlord’s receipt of the Alteration Response Failure Notice, then Landlord’s consent to such proposed Alteration shall be deemed given. If Landlord consents to any such alterations, additions, renovations, improvem