THIS FIRST AMENDMENT TO LEASE (hereinafter "Amendment") made this _____ day of __________,

2001, by and between PARIS ASSOCIATES LIMITED PARTNERSHIP, a Virginia limited partnership (hereinafter "Landlord"), and THE COUNTY BOARD OF ARLINGTON COUNTY, VIRGINIA, a body corporate (hereinafter "Tenant").

WITNESSETH:

WHEREAS, Landlord and Tenant entered into the Rosslyn Theater Lease dated February 5, 1997 (the "Lease"), which provides for the leasing by Tenant of approximately 7,840 square feet of space (the "Demised Premises") in the building known as Rosslyn Plaza C, located at 1601 North Kent Street, Arlington, VA 22209, for a ten year term; and

WHEREAS, Landlord and Tenant desire to amend the Lease to modify the permitted uses, rents, and related provisions.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Lease Dates. Landlord and Tenant hereby acknowledge and agree that the "Lease Term", as defined in Section 1.2(a) of the Lease, commenced August 1, 1997 and expires July 31, 2007.

2. Additional Rent.

1. Section 1.5 of the Lease is hereby amended by deleting the heading "Additional Rent" and replacing it with the heading "Additional Rent and Bonus Rent" and by deleting the phrase "Not Applicable" and adding in its stead:

"In addition to the Base Annual Rent in section 1.3 of the Lease, Tenant hereby agrees to pay to Landlord Additional Rent of $20,000, payable in monthly installments of $1,666.67, plus Bonus Rent equal to 50% of income as defined in this section in excess of $40,000 that Tenant receives during any year from others for events held in the Demised Premises. Income is defined as net revenue that Tenant receives from others to use the Demised Premises during the year outside the hours of 6:00 p.m. to 2 a.m., Monday through Saturday and 12 noon Sunday to 2 a.m. Monday. Income excludes revenue received from concessions and revenue received by Tenant for services provided to others to use the Demised Premises. On or before the first day of each month, commencing on the date the Amendment is fully executed, Tenant shall pay to Landlord $1,666.67 through Lease expiration or earlier termination of the Lease. If this Amendment becomes effective on a date other than the first day the month, the first payment of Additional Rent shall be prorated based on the number of days remaining in the month the Amendment is fully executed. The Bonus Rent will be determined and paid on an annual basis pursuant to subsections (b) and (c) below.

(b) Within 60 days following the expiration of each Calendar Year, Tenant covenants and agrees to deliver to Landlord a statement of income received by Tenant from others for events held in the Demised Premises during the Calendar Year. The statement will be prepared and certified as truthful by Tenant to the effect that: (i) the statement of income submitted to Landlord is equal in amount to income received and recorded in Tenant's books and records, and (ii) Tenant's books and records are maintained on a consistent basis. If the income received by Tenant from others for events held in the Demised Premises during the Calendar Year is in excess of $40,000, then Tenant shall pay Landlord as Bonus Rent 50% of income in excess of $40,000 received by Tenant from others for events held in the Demised Premises during the Calendar Year within thirty days after receipt of the above statement. If this Amendment becomes effective on a date other than the first day of the Calendar Year, the first payment of Bonus Rent, if any, shall be prorated based on the number of months remaining in the year the Amendment is fully executed.

(c) For the purpose of permitting verification by Landlord of any Bonus Rent due, Tenant will keep and preserve for at least 3 Calendar Years a true and accurate record of all income received from others for events held in the Demised Premises. Landlord, its agents, employees or representatives, shall have the right, after at least 5 days advance written notice to Tenant, at any reasonable time during business hours to examine the books and records of Tenant relating to income received from others for events held in the Demised Premises. If, it is determined that the statement submitted to Landlord by Tenant has understated the income received from others for events held in the Demised Premises, Tenant agrees to pay Landlord promptly the rent deficiency based on the corrected amount. In the event that Tenant understated the income received from others for events held in the Demised Premises by 3% or more, Tenant shall pay to Landlord, in addition to the rent deficiency, the Landlord’s cost of the examination of Tenant's books and records. If Tenant’s statement is understated by more than 10%, then Tenant shall be required, at Landlord's option, to have all future statements certified by a Certified Public Accountant at Tenant’s cost. If Tenant is more than 20 days delinquent in delivering statements, Landlord shall have the right to conduct an examination or audit of Tenant's books and records, at Tenant's expense, with 5 days written notice to Tenant. The cost of the examination or audit is to be paid by Tenant to Landlord within 30 days after demand, together with any Bonus Rent due. Landlord shall hold all income and related information obtained from Tenant's records in confidence except as may be necessary for the enforcement of Landlord's rights under the Lease as modified by this Amendment, or except pursuant to any legal requirements. The Tenant’s failure to furnish an accurate statement, or the furnishing by Tenant of any fraudulent or willfully inaccurate statement, of income received from others for events held in the Demised Premises may be deemed, at Landlord's option, a breech and default under the Lease as modified by this Amendment.

(d) Notwithstanding the Landlord and Tenant’s agreement for the payment by Tenant to Landlord of Bonus Rent of 50% of the income Tenant receives from others in excess of $40,000 for events held in the Demised Premises, it is expressly understood that Landlord is not a partner or associate of Tenant in the conduct of its business. It is further expressly understood and agreed that the relationship between the parties hereto is, and at all times, shall remain that of Landlord and Tenant. It is further expressly understood that the Tenant is under no obligation to charge others for, or generate income, from any use of the Demised Premises as permitted by section 1.8 of this Lease.

3. Use of Premises. Section 1.8 of the Lease is hereby amended by deleting the entire text of the section and substituting the following: "Tenant may use the Demised Premises for the presentation of performing arts events and for receptions, meetings, and similar events held by Tenant or others under supervision by, contract or permission of Tenant. Tenant may use the Demised Premises seven days per week, 24 hours per day."

4. Signage Program. Section 3.6 is hereby amended by adding the following paragraph to the end of such section: "Landlord hereby agrees to permit Tenant to place a sign on the existing sign pylon at the corner of Wilson Boulevard and Kent Street to announce current attractions. All costs to modify the existing sign pylon and to maintain and update the Tenant’s sign will be paid by the Tenant. No changes to the existing sign pylon may be made without Landlord's prior approval, which approval shall not to be unreasonably withheld by Landlord.

5. Subletting and Assignment. Section 4.1(b) of the Lease is hereby amended by deleting the section and adding the following language: "Landlord’s consent pursuant to section 4.1(a) shall not be required for performing arts events and receptions, meetings, and similar events held by Tenant or others under supervision by, contract or permission of Tenant. In the case of such performing arts events, and for receptions, meetings and similar events held by Tenant or others, Tenant shall direct such organizations to comply with all applicable provisions of this Lease with respect to such use, including, but not limited to sections 6.9 and 8.4, or in lieu of providing the insurance coverage’s set forth in section 8.4, Tenant shall cause such organizations to execute and deliver to Landlord and Tenant a Hold Harmless Agreement in the form attached as "Exhibit "D".

6. Building Standard Services and Utilities. Notwithstanding anything in section 5.1 of the Lease to the contrary, Tenant hereby agrees to pay deposits and periodic service and use charges to providers of electric and gas service to the Demised Premises. Notwithstanding anything in section 5.1 of the Lease to the contrary, in no event shall Tenant be entitled to an abatement of rent as a result of a disruption of electricity, gas or cleaning services to the Demised Premises.

7. Maintenance by Landlord and Restricted Access. The word "cleaning" in section 6.5, line one is hereby deleted and the last two sentences in section 7.2 are hereby deleted. Tenant hereby agrees at its cost to clean the Demised Premises.

8. Duties of Conference Center Manager.

1. Sections 6.8 and 6.9 of the Lease are hereby amended by deleting the words "Conference Center Manager" and replacing such words with the word "Landlord".

(b) Section 25 of the Lease is hereby amended by deleting such section in its entirety and adding in its place the following: "Tenant shall be responsible for day-to-day management of the Demised Premises." The title to such section is hereby amended to read "Management of Demised Premises".

9. Insurance. Section 8.4(b) of the Lease is hereby amended by deleting the words "Conference Center Manager".

10. Building Rules and Regulations. Paragraph 3 of Exhibit "C" to the Lease does not apply to animals, bicycles, motorcycles or other types of vehicles used in performing arts events in the Demised Premises, provided all reasonable steps are taken to ensure such activities do not create a risk of personal injury or property damage.

11. Effective Date. The Effective Date of this Amendment shall be the later of the dates this Amendment is signed by both Landlord and Tenant.

12. Landlord’s Prior Lease Commitment to International Educational Group, LLC Doing Business as Graham Webb Academy. Landlord has a prior lease commitment with International Education Group LLC doing business as Graham Webb Academy (GWA) allowing GWA to use the Demised Premises 125 hours a year subject to Tenant’s rights under its Lease. Tenant agrees to provide GWA 125 hours of use of the Demised Premises each year on the terms contained in a Letter Agreement substantially the same as that attached hereto and made a part hereof as Exhibit G to the Lease.

13. Effect of Amendment on Lease. All of the terms and conditions of the Lease, as modified by this Amendment shall remain in full force and effect.

14. Recitals. The Recitals are incorporated into this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the Effective Date.

WITNESS: LANDLORD: PARIS ASSOCIATES LIMITED

By: Paris LLC-General Partner