OFFICE SUBLEASE AGREEMENT
THIS AGREEMENT OF LEASE, made this 12th day of June, 1996,
by and between Comtex Scientific Corporation hereinafter referred
to as "Sub-Lessor", and Hadron, Inc. hereinafter referred to as
"Sub-Lessee".
W I T N E S S E T H
PREMISES 1.01 -- In consideration of the rent hereinafter
reserved and of the covenants hereinafter continued, Sub-Lessor
does hereby sublease to the Sub-Lessee, and Sub-Lessee hereby
leases from Sub-Lessor part of the building known as Suite 800 on
the eighth floor of 4900 Seminary Road, Alexandria, Virginia
22311, which space is hereinafter referred to as the premises and
is outlined in red on "Exhibit A to Sublease" attached hereto and
made a part hereof (sometimes referred to herein as the "sublease
premises"), reserving; however, to Landlord space for all
necessary pipes and wires leading to and from the portions of the
Building not hereby leased, which will not unreasonably interfere
with Sub-Lessee's use of the premises. The mutually agreed-upon
floor area of the sublease premises is conclusively deemed to
have an area of 660 square feet.
TERM 2.01 -- (a) The term of the Sublease shall commence
on the 1st day of May, 1996, and shall terminate on 30 April,
1997.
(b) If the Sub-Lessee wants to extend the
sublease for another 12 month period, a written request must be
submitted to Sub-Lessor no later than 60 days prior to the end of
the current lease period and the Sub-Lessor must respond to this
request within 5 business days.
(c) Both parties have the option to terminate
this sublease, without penalty, by giving 60 days written notice
to the other party.
RENT 3.01 -- Sub-Lessee hereby covenants and agrees to pay
during the term hereof annual rent of thirteen thousand, two
hundred dollars ($13,200), payable without deduction, set-off, or
demand in equal monthly installments of one thousand, one hundred
dollars ($1,100), in advance, on the first day of each calendar
month during the term of this Sublease. On May 1, 1997, said
annual rent shall escalate as follows: Three percent (3%)
annually.
3.02 -- All payment of rent shall be made by check payable
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to Comtex Scientific Corporation, and delivered to 4900 Seminary
Road, Suite 800, Alexandria, Virginia 22311 or to such other
person and place as may be designated in writing from Sub-Lessor
to Sub-Lessee from time to time.
3.03 -- Notwithstanding any of the other rights of Sub-
Lessor set forth in the lease, during the term of this Sublease,
should the rent or other charges reserved herein remain unpaid on
the fifth day after the date when the same ought to be paid, the
Sub-Lessor may at its option, make a service charge for the
purpose of defraying the expenses incidental to handling
delinquent payments. Such charges shall be in an amount of five
percent (5%) of the delinquent rent and charges or a minimum
charge of fifty dollars ($50.00) per month, whichever of the two
shall be greater.
3.04 -- No payment by Sub-Lessee or receipt by Sub-Lessor
of a lesser amount than the monthly installments of rent herein
stipulated shall be deemed to be other than on account of the
earliest stipulated rent and/or additional rent; nor shall any
endorsement or statement on any check or any letter accompanying
any check or payment of rent be deemed an accord and satisfaction
and Sub-Lessor may accept such check for payment without
prejudice to Sub-Lessor's right to recover the balance of such
rent and/or additional rent or pursue any other remedy provided
in this Sublease and/or under applicable law.
ADDITIONAL RENT 4.01 -- (a) Together with the payment of
each installment of monthly base rent, Sub-Lessee shall also pay
to Sub-Lessor, as additional rent, hereunder, Sub-Lessee's
Proportionate Share (as hereinafter defined) of all Additional
Rent (as such term is defined in the Prime Lease) payable by Sub-
Lessor under the Prime Lease (as hereinafter defined), including
reimbursements of Real Estate Taxes, Tenant Electricity Expenses,
Utility Expenses and Increases in Operating Charges as therein
set forth. Said Additional Rent payable by Sub-Lessee hereunder
may be increased from time to time upon notice from Sub-Lessor
that Additional Rent payable under the Prime Lease has increased.
As used herein, "Sub-Lessee's Proportionate Share" means the
proportion which the total number of square feet to space in the
sublease premises bears to the total number of square feet of
space of the Prime Lease premises. Sub-Lessor and Sub-Lessee
stipulate the "Sub-Lessee's Proportionate Share" shall be nine
point nine percent (9.9%).
(b) Sub-Lessor shall credit or pay to Sub-Lessee Sub-
Lessee's Proportionate Share of any refunds received by Sub-
Lessor from Landlord under the Prime Lease on account of any
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overpayment of Additional Rent for which Sub-Lessee has paid its
Proportionate Share under this Sublease; provided, however, that
Sub-Lessor shall be entitled to deduct from the aggregate of the
amount of such refund any and all costs and expenses, including
reasonable attorneys fees, consultants' fees and disbursements,
incurred by Sub-Lessor in connection with the obtaining of any
such refunds.
SECURITY DEPOSIT 5.01 -- The Sub-Lessor herewith
acknowledges the receipt from Sub-Lessee of zero dollars ($0),
which amount shall be retained by the Sub-Lessor as security for
the faithful performance of all the covenants, conditions and
agreements; the Sub-Lessor's right to the possession of the
sublease premises for non-payment of rent or for any other reason
shall not in any event be affected by reason of the fact that the
Sub-Lessor holds this security. The said sum, if not applied
toward the payment of rent in arrears or toward the payment of
damages suffered by the Sub-Lessor by reason of the Sub-Lessee's
breach of the covenants, conditions and agreements of this
Sublease, is to be returned to the Sub-Lessee when this Sublease
is terminated, according to these terms, and in no event is the
said security to be returned until the Sub-Lessee has vacated the
sublease premises and delivered possession to the Sub-Lessor. In
the event that the Sub-Lessor repossesses said sublease premises
because of the Sub-Lessee's default or because of the Sub-
Lessee's failure to carry out the covenants, conditions and
agreements of this Sublease, the Sub-Lessor may apply the said
security to all damages suffered to the date of said repossession
and may retain the said security to apply to such damages as may
be suffered or which accrue thereafter by reason of the Sub-
Lessee's default or breach.
USE OF PREMISES 6.01 -- (a) Sub-Lessee covenants to use
the premises only for the sole and exclusive purpose of offices
for the sole and exclusive business of Hadron, Inc.
(b) Without limiting any other provision of this
Sublease or the Prime Lease, Sub-Lessee shall take good care of
the sublease premises, suffer no waste or injury thereto and
shall comply with all laws, orders and regulations which are
imposed on Sub-Lessor, as tenant under the Prime Lease and are
applicable to the sublease premises, the building and Sub-
Lessee's use thereof.
(c) Upon the expiration or termination of this
Sublease, Sub-Lessee shall quit and surrender the premises to
Sub-Lessor in the condition such premises were in as of the date
hereof, broom clean, in good order and condition, ordinary wear
and tear and damage by fire and other insured casualty excepted.
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Sub-Lessee agrees to indemnify and save Sub-Lessor harmless from
and against any and all loss, cost expense or liability resulting
from the failure of, or the delay by, Sub-Lessee in so
surrendering the premises on ore before the expiration date,
including, without limitation, any claims made by Landlord or any
succeeding Sub-Lessee founded on such failure or delay.
INCLUSION OF PRIME LEASE 7.01 -- Sub-Lessee hereby agrees
to abide by the terms and conditions of the prime lease between
Plaza IA Associates Limited Partnership, a Virginia limited
partnership and Comtex Scientific Corporation, a New York
Corporation, as executed on April 6, 1996, (the "Prime Lease")
and incorporates by reference the lease agreement attached hereto
as Exhibit B of Sublease, in all of its provisions with no
deletions or modifications insofar as each and any of those
provisions refer and relate to the occupancy and use of the
sublease premises. This Sublease is in all respects subordinate
to the Prime Lease.
LANDLORD'S CONSENT 8.01 -- Landlord joins herein solely
and exclusively for the purpose of consenting to this Sublease.
Landlord hereby consents to this sublease on the following terms
and conditions:
(a) This consent is expressly conditioned upon the full and
complete observance by Sub-Lessee of all Sub-Lessor's covenants
under the above-referenced Prime Lease with regard to the
sublease premises. Said consent shall not; however, in any way
release or discharge Sub-Lessor from any or all of its covenants
made under the terms and conditions of the Prime Lease, nor
constitute a novation of the Prime Lease. Nor shall this consent
be deemed to alter, modify or amend any existing lease agreement
which exists directly between Landlord and the Sub-Lessee with
regard to other premises in the building.
(b) This consent by Landlord shall not constitute a waiver
of the consent requirement for any future subletting or
assignment. It is further understood that all obligations
required to be performed, and all services required to be
provided, by Landlord under the Prime Lease, shall run to the
benefit of Sub-Lessor only and as such, can be enforced or called
upon only by Sub-Lessor. Landlord shall have no responsibility
or liability to the Sub-Lessee by virtue of this consent or
otherwise, including without limitation, any responsibility to
perform any such obligations or provide any such services
whatsoever.
(c) Sub-Lessor hereby acknowledges that it is relying on
its own analysis of Sub-Lessee and Landlord makes no
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representations of any nature with regard thereto. Sub-Lessee
hereby acknowledges that it is relying on its own analysis of
Sub-Lessor and the sublease premises and Landlord makes no
representations of any nature with regard thereto. Landlord has
provided its form sublease as an accommodation only, and no
interference, liability or claim is to be asserted as a result
thereof. All parties are advised to have this form reviewed by
their respective counsel and modified to reflect their
understandings.
(d) The Sub-Lessee's address is as follows:
Hadron, Inc.
4900 Seminary Road, Suite 800
Alexandria, VA 22311
Attention: Ms. Amber Gordon
(e) Landlord has procured financing, but Landlord may be
required to obtain the approval of this instrument by Landlord's
lender. If such approval is required, the Landlord shall submit
this instrument after execution by the parties for such approval,
and in the event such lender shall not unconditionally approve
this instrument then the Landlord shall have the right to cancel
this instrument by giving written notice to Sub-Lessor, in which
event all parties hereto shall automatically be released from any
and all liability in connection with this instrument to the full
extent as though it neither been negotiated not executed.
(f) Nothing contained herein shall be deemed to create a
contractual relationship or otherwise between Landlord and Sub-
Lessee.
(g) Sub-Lessor hereby accepts full and complete
responsibility for the acts and omissions of the Sub-Lessee, its
employees, guests, contractors and invitees in the sublease
premises herein described to the same extent as if such act or
omission had be undertaken by Sub-Lessor.
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IN WITNESS WHEREOF, the Sub-Lessor has hereunto set his hand
and Sub-Lessee has set his hand, or caused its corporate name to
be hereunto subscribed, all on the day and year first above
written.
SUB-LESSOR:
COMTEX SCIENTIFIC CORPORATION
By: /S/ Charles W. Terry
___________________________
Charles W. Terry, President
SUB-LESSEE:
HADRON, INC.
By: /S/ George E. Fowler
___________________________
George E. Fowler, President
LANDLORD:
Plaza IA Associates Limited
Partnership, a Virginia
limited partnership, hereby
consents to the act of
subletting by Sub-Lessor to
Sub-Lessee, subject to the
terms and conditions herein
set forth, without approving
any of the terms or provisions
set forth in this agreement
between Sub-Lessor and Sub-
Lessee.
By: PLAZA I-A INC.
Its: General Partner
By: _______________________
Randal B. Kell
Trust Manger
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RECOMMENDED FOR LANDLORD'S CONSENT
THE MARK WINKLER COMPANY
By:
Michael D. Lynch, President
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