0001057352-09-000013 Sample Contracts

COSTAR GROUP, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • February 24th, 2009 • Costar Group Inc • Services-business services, nec

This Option is subject in all respects to the applicable provisions of the Plan, a copy of which is attached, except as otherwise noted. By signing this agreement (the "Agreement"), you acknowledge that you have received and read the Plan. This Agreement incorporates the Plan by reference and specifies other applicable terms and conditions. All capitalized 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 with respect to your Option from time to time in accordance with the Plan.

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COSTAR GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • February 24th, 2009 • Costar Group Inc • Services-business services, nec

This Option is subject in all respects to the applicable provisions of the Plan, a copy of which is attached, except as otherwise noted. By signing this agreement (the "Agreement"), you acknowledge that you have received and read the Plan. This Agreement incorporates the Plan by reference and specifies other applicable terms and conditions. All capitalized 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 with respect to your Option from time to time in accordance with the Plan.

COSTAR GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • February 24th, 2009 • Costar Group Inc • Services-business services, nec

This Option is subject in all respects to the applicable provisions of the Plan, a copy of which is attached, except as otherwise noted. By signing this agreement (the "Agreement"), you acknowledge that you have received and read the Plan. This Agreement incorporates the Plan by reference and specifies other applicable terms and conditions. All capitalized 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 with respect to your Option from time to time in accordance with the Plan.

FIRST AMENDMENT
Employment Agreement • February 24th, 2009 • Costar Group Inc • Services-business services, nec

THIS FIRST AMENDMENT to the Employment Agreement is made and entered into December __, 2008, effective as of January 1, 2009 by and between CoStar Realty Information, Inc. (“Company”) and Andrew C. Florance (“Executive”).

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