FIFTH AMENDMENT TO AGREEMENT OF LEASE

Exhibit 10.46

FIFTH AMENDMENT TO AGREEMENT OF LEASE

THIS FIFTH AMENDMENT TO AGREEMENT OF LEASE (“Fifth Amendment”) is made this 12th day of December 2005, by and between METRO PARK I, LLC, a Delaware limited liability company (“Lessor”) and GOVCONNECTION, INC., a Maryland corporation, formerly known as Comteq Federal, Inc. (“Lessee”).

W I T N E S S E T H:

WHEREAS, Rockville Office/Industrial Associates, Lessor’s predecessor in interest and Comteq Federal, Inc., Lessee’s predecessor in interest, entered into that certain Lease dated December 14, 1993 (the “Original Lease”), as amended by that certain First Amendment to Lease dated November 1, 1996 (the “First Amendment”), as further amended by that certain Second Amendment to Agreement of Lease and Extension of Term dated as of March 31, 1998 (the “Second Amendment”), as further amended by that certain Third Amendment to Agreement of Lease dated as of August 31, 2000 (the “Third Amendment”), and as further amended by that certain Fourth Amendment to Agreement of Lease dated November 20, 2002 (the “Fourth Amendment”) (the Original Lease, First Amendment, Second Amendment, Third Amendment and Fourth Amendment shall be referred to collectively as the “Lease”), pursuant to which Lessee leased that certain space in the building located at 7501 and 0000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx (the “Building”), said leased premises containing approximately Ten Thousand One Hundred Ninety-Six (10,196) rentable square feet of space (the “Premises”);

WHEREAS, the Term of the Lease is scheduled to expire March 31, 2006; and

WHEREAS, Lessor and Lessee desire to amend the Lease to extend the Term of the Lease and modify and amend certain other terms and conditions of the Lease as herein provided.

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby agree to the following:

1. Recitals. The recitals set forth above are incorporated herein by this reference with the same force and effect as if fully set forth hereinafter.

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2. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Lease. The Lease and this Fifth Amendment shall be known collectively as the “Lease”.

3. Term. The Term of the Lease is hereby extended for a period of three (3) years commencing on April 1, 2006 (the “Renewal Date”) and expiring on March 31, 2009 (inclusively, the “Renewal Term”), unless terminated sooner pursuant to the provisions of the Lease or hereof.

4. Base Rent. Notwithstanding anything to the contrary contained in the Lease, as of the Renewal Date, Lessee shall pay Base Rent with respect to the Premises at the times and in the manner set forth in Section 2.1 of the Original Lease, as restated in Paragraph 5 of the Fourth Amendment, according to the following schedule:

Lease Period		Monthly Base Rent
04/01/06 – 03/31/07		$	16,780.92
04/01/07 – 03/31/08		$	17,284.35
04/01/08 – 03/31/09		$	17,802.88

5. Base Year. As of the Renewal Date, Section 2.2.4 of the Lease as set forth in Paragraph 5 of the Fourth Amendment, shall be modified by deleting the penultimate sentence therefrom and substituting the following in lieu thereof: “Lessee’s Expense Base Year shall be the calendar year 2006.”

6. Security Deposit. Lessor currently holds a Security Deposit under the Lease in the amount of Four Thousand Eight Hundred Ninety-Nine and No/100 Dollars ($4,899.00). Lessee shall have no obligation to supplement such security deposit in connection with this Fifth Amendment.

7. Lessee Improvements. Lessee hereby accepts the Premises in its “as-is” condition existing on the Renewal Date. Lessor shall have no obligation to make any Lessee improvements to the Premises during the Renewal Term hereof.

8. Option to Renew. Lessee has exercised the option to renew the Lease pursuant to Paragraph 10 of the Fourth Amendment. Accordingly, Paragraph 10 of the Fourth Amendment is hereby deleted in its entirety and shall be of no further force and effect.

9. Brokers. Lessee represents and warrants to Lessor that Lessee has not had any dealings or entered into any agreements with any person, entity, realtor, broker, agent or finder in connection with the negotiation of this Fifth Amendment. Lessee shall indemnify and hold harmless Lessor from and against any loss, claim, damage, expense (including costs of suit and reasonable attorneys’ fees) or liability for any compensation, commission or charges claimed by any realtor, broker, agent or finder claiming to have dealt with Lessee in connection with this Fifth Amendment.

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10. Reaffirmation of Terms. Except as expressly modified hereby, all of the terms, covenants and provisions of the Lease are hereby confirmed and ratified and shall remain unchanged and in full force and effect.

11. Representations. Lessee hereby represents and warrants to Lessor that Lessee (i) is not in default of any of its obligations under the Lease and that such Lease is valid, binding and enforceable in accordance with its terms, (ii) has full power and authority to execute and perform this Fifth Amendment, and (iii) has taken all action necessary to authorize the execution and performance of this Fifth Amendment.

12. Counterpart Copies. This Fifth Amendment may be executed in two or more counterpart copies, each of which shall be deemed to be an original and all of which counterparts shall have the same force and effect as if the parties hereto had executed a single copy of this Fifth Amendment.

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IN WITNESS WHEREOF, Lessor and Lessee have executed this Fifth Amendment as of the day and year first above written.

LESSOR:								LESSEE:
METRO PARK I, LLC,								GOVCONNECTION, INC.,
a Delaware limited liability company								a Maryland corporation
By:		PS Business Parks, L.P.,						By:		/s/ Xxxxxx Xxxxxx
		a California limited partnership,						Name:		Xxxxxx Xxxxxx
								Title:		Vice President of Sales
		By:		PS Business Parks, Inc., a California corporation, its General Partner
				By:		/s/ Xxxxxxx XxXxxx
						Xxxxxxx X. XxXxxx
						Vice President
				Date:		12/14/05		Date:		12-12-05
						Lessor’s Execution Date				Lessee’s Execution Date

Lessor Fed. ID #: 00-0000000

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