0000950133-05-000993 Sample Contracts

COSTAR GROUP, INC. 1998 STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT
Incentive Plan Incentive Stock Option Agreement • March 11th, 2005 • Costar Group Inc • Services-business services, nec • Delaware

This Option is subject in all respects to the applicable provisions of the Plan, a copy of the current form of which is attached, except as otherwise noted. By signing this agreement (the "Agreement”), you acknowledge receiving the Plan. This Agreement incorporates the Plan by reference and specifies other applicable terms and conditions. All terms not defined by this Agreement have the meanings given in the Plan. The Compensation Committee of the Company’s Board of Directors (or other administrator of the Plan, the “Administrator”) may adjust the number of Shares and the Exercise Price from time to time under the Plan. Subject to the terms of the Plan, the Option is intended to be an [incentive/non-qualified] stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

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CRESTPOINTE CORPORATE CENTER STANDARD OFFICE LEASE AGREEMENT
Crestpointe Corporate Center Standard Office Lease Agreement • March 11th, 2005 • Costar Group Inc • Services-business services, nec • Delaware

THIS LEASE is made and entered into this 23rd day of February, 2005, by and between CRESTPOINTE III, LLC, a Maryland limited liability company (“Landlord”) and COSTAR REALTY INFORMATION, INC., a Delaware corporation (“Tenant”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2005 • Costar Group Inc • Services-business services, nec • Maryland

This AGREEMENT (the “Agreement”) dated as of the 29th day of November 2004 is executed by and between CoStar Realty Information, Inc, a Delaware corporation (for purposes of this Agreement other than Section 9 hereof, the “Company”), and Christopher Tully (the “Employee”). The effective date of Employee’s employment with the Company shall be December 1, 2004 or such other date as mutually agreed to by the Company and the Employee (the “Effective Date”).

COSTAR GROUP, INC. 1998 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT
Plan Stock Option Agreement • March 11th, 2005 • Costar Group Inc • Services-business services, nec • Delaware

This Option is subject in all respects to the applicable provisions of the Plan, a copy of the current form of which is attached, except as otherwise noted. By signing this agreement (the “Agreement”), you acknowledge receiving the Plan. This Agreement incorporates the Plan by reference and specifies other applicable terms and conditions. All terms not defined by this Agreement have the meanings given in the Plan. The Compensation Committee of the Company’s Board of Directors (or other administrator of the Plan, the “Administrator”) may adjust the number of Shares and the Exercise Price from time to time under the Plan.

COSTAR GROUP, INC. 1998 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT
Costar Group Inc • March 11th, 2005 • Services-business services, nec • Delaware

This Option is subject in all respects to the applicable provisions of the Plan, a copy of the current form of which is attached, except as otherwise noted. By signing this agreement (the “Agreement”), you acknowledge receiving the Plan. This Agreement incorporates the Plan by reference and specifies other applicable terms and conditions. All terms not defined by this Agreement have the meanings given in the Plan. The Compensation Committee of the Company’s Board of Directors (or other administrator of the Plan, the “Administrator”) may adjust the number of Shares and the Exercise Price from time to time under the Plan.

FORM OF RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 11th, 2005 • Costar Group Inc • Services-business services, nec • Delaware

CoStar Group, Inc. (the “Company”) has granted you an award of restricted stock under the CoStar Group, Inc. 1998 Stock Incentive Plan (“Plan”) on the terms and conditions set forth below:

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