10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2003
OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-21059

ACE*COMM CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	52-1283030
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer I.D. No.)
704 Quince Orchard Road
Gaithersburg, Maryland 20878	20878
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (301) 721-3000

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

Common Stock
$.01 par value
(Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. YES x      NO o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

     As of September 16, 2003, the aggregate market value of the Common Stock held by non-affiliates of the registrant [(i.e. persons who are not directors, officers or affiliated therewith)] was approximately $14.6 million (7,796,840 shares of Common Stock at a closing price on the Nasdaq National Market of $1.87 on such date). Outstanding as of September 16, 2003 were 9,818,356 shares of Common Stock.

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ACE*COMM CORPORATION

TABLE OF CONTENTS

		PAGE
	PART I
Item 1.	BUSINESS	4
Item 2.	PROPERTIES	17
Item 3.	LEGAL PROCEEDINGS	17
Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	17
	PART II
Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	18
Item 6.	SELECTED FINANCIAL DATA	19
Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21
Item 7A.	QUANTATATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	27
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	27
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	27
Item 9A.	DISCLOSURE OF CONTROLS AND PROCEDURES	28
	PART III
Item 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT	29
Item 11.	EXECUTIVE COMPENSATION	31
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	34
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	35
	PART IV
Item 15.	EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K	36

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INTRODUCTION

ACE*COMM Corporation, incorporated in Maryland in 1983, and its wholly owned subsidiary, Solutions ACE*COMM Corporation, incorporated in Quebec in 1996, are referred to in this document collectively as ACE*COMM, unless otherwise noted or the context indicates otherwise.

ACE*COMM’s fiscal year ends on June 30. Unless otherwise noted, all references to years in this document are assumed to be fiscal years. The consolidated financial statements include the accounts of ACE*COMM and its subsidiary, Solutions ACE*COMM Corporation. All significant inter-company balances and transactions have been eliminated in consolidation.

FORWARD LOOKING STATEMENTS

This annual report on Form 10-K and the information incorporated by reference in it include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend the forwarding-looking statements to be covered by the safe harbor provisions for forward-looking statements in these sections. These forward-looking statements relate to future events or the future financial performance of ACE*COMM (as defined below), some or all of which may involve risk and uncertainty. ACE*COMM often introduces a forward-looking statement by such words as “anticipate,” “plan,” “projects,” “continuing,” “ongoing,” “expects,” “management (or ACE*COMM) believes,” or “intend.” Investors should not place undue reliance on these forward-looking statements, which involve estimates, assumptions, risks and uncertainties that could cause actual results to vary materially from those expressed in this Report or from those indicated by one or more forward-looking statements. The forward-looking statements speak only as of the date on which they were made, and ACE*COMM undertakes no obligation to update any of the forward-looking statements. In evaluating forward-looking statements, the risks and uncertainties investors should specifically consider include, but are not limited to, demand levels in the relevant markets for ACE*COMM’s products, the ability of ACE*COMM’s customers to make timely payment for purchases of its products and services, the risk of additional losses on accounts receivable, success in marketing ACE*COMM’s products and services internationally, the effectiveness of cost containment strategies, as well as the various factors identified in this annual report on Form 10-K which could cause actual results to differ materially from those indicated by such forward-looking statements, including the matters set forth in “Business - Backlog”, “Business - Proprietary Rights and Licenses”, “Selected Financial Data”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors Affecting Future Operating Results”. Investors should not place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date in which they are made, and ACE*COMM undertakes no obligation to update any forward-looking statements.

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PART I

ITEM 1.      BUSINESS

General

ACE*COMM is a global provider of advanced Convergent Mediation™ products and Enterprise Telemanagement software applications. These hardware and software solutions and related products and services are employed in wired and wireless networks that deliver voice, data, mixed media and Internet communications. They provide the ability to capture, secure, validate, and enhance data from multiple networks and technologies. These operations can be performed interactively with a data warehouse, and processed information is distributed in near real-time, to all types of carrier OSS (Operations Support Systems) and BSS (Business Support Systems), such as billing and fraud systems. Customers can use these products to analyze and handle this information to reduce costs, accelerate time-to-market for new products and services, generate new sources of revenue, and push forward with next-generation initiatives. ACE*COMM markets the Convergent Mediation™ product line to telecommunications carriers and Internet communications service providers, and the NetPlus^® Enterprise Operations Support System (or NetPlus^® EOSS) and other products primarily to large enterprises.

Current telecommunications and Internet communications industry dynamics have demonstrated an increase in the worldwide demand for data, voice, and video services, an adherent demand for increased network capacity and new network services, and an increasingly competitive environment due to continued deregulation and privatization of the global telecommunications industry for telecommunications service providers. This has, in turn, created the requirement for accurate information regarding network performance and system usage to support the increasing volumes of data and voice communications to and from employees, customers, and suppliers. ACE*COMM’s products and services are designed to enable carriers and large enterprises to gain better insights into their network performance and to optimize their use of new and existing communications networks.

Over the past few years, the strong decline in the telecommunications and Internet communications industries have caused a significant reduction in spending by companies in these industries. This has caused a significant reduction in ACE*COMM’s revenues, from U.S., Canadian and European customers in particular. ACE*COMM has responded to this industry decline in demand by reducing its overhead and other costs, and conserving cash resources. We incurred losses over the last three years despite savings associated with reducing headcount and scaling back certain operations due to the aforementioned decline in revenues and the expenses of maintaining the resources and key functions needed to grow the company when demand begins to trend upward again.

We have been focusing over the last three years on non-domestic customers, and have experienced an increase in revenue from outside of North America, in particular China, although the increase has not been sufficient to offset the decline in revenues from the North American market. We have also reacted to the reduced demand from telecommunications customers by working with existing large customers, such as Siemens AG, which contributed 10 percent or more of our total revenues over the past three years, and by pursuing new strategic alliances such as Giza Engineering Systems, Westlake Global Technology Solutions (WGTS), and Northrop Grumman (formerly TRW) to expand our international revenues. In addition, we added significant new customers over the past three years including IUSACELL, a large wireless provider in Mexico, Telecom Egypt, and Merrill Lynch. In December 2002, we entered into an arrangement with WGTS, which included an investment in ACE*COMM and support for our sales efforts in China. We recently concluded a formal distribution agreement with WGTS encompassing mainland China, Taiwan, Hong Kong, and Japan.

Shortly after the close of fiscal 2003, we entered into a merger agreement with i3 Mobile that calls for us to issue a to-be-determined number of shares of our common stock in exchange for i3 Mobile’s outstanding stock immediately prior to consummation of the transaction. i3 Mobile is a New Jersey based company which ceased operations in March 2003 in an attempt to conserve its remaining capital and liquidity. If the merger is concluded successfully, which is presently expected to occur by the end of calendar year 2003, we anticipate that the i3 Mobile arrangement will provide us with significant cash resources that can be used to acquire new technologies to expand our product lines, or to acquire complementary companies that can increase the revenues and improve the profitability of the combined company.

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Despite our cost reductions, we have introduced new products and added new capabilities to existing products. These include the release of: a) NetPlus^® version 6, b) the N*Score customer churn reduction engine, c) the Workflow Engine task automation tool, and d) the N*VISION® Go! Rapid-deployment version of our N*VISION^® usage data management product.

Products and Services

  Solutions for telecommunications carriers and Internet service providers

ACE*COMM’s Convergent Mediation™ products enable telecommunications carriers and Internet service providers to bring together the varied wired and wireless, voice, data and Internet communications technologies used by these customers, in either conventional or next-generation network technology environments. They provide a consistent view of the data generated by these customers’ network elements and often diverse technologies for near real-time processing and reporting. These products employ a flexible and scalable distributed architecture that make them suitable for networks of all sizes and complexity. By enabling the various network elements to “talk” to each other, the Convergent Mediation™ products assist customers in addressing their data needs while protecting their investment in existing OSS or BSS infrastructure. Convergent Mediation™ products support wired, wireless, voice, data, and Internet communications services to bring together diverse and seemingly incompatible protocols, formats, and technologies to solve our customers’ data, billing, and reporting needs.

     Geographic markets

ACE*COMM markets and sells its Convergent Mediation™ solutions into the geographic regions described below. See Note 13 of the Notes to Financial Statements for a summary of ACE*COMM’s revenue by geographic area.

     Canada & U.S.

ACE*COMM’s corporate headquarters are located in Gaithersburg, Maryland, close to the District of Columbia, with a development office in Montreal, Canada. North American customers include Level 3 Communications, Birch Telecom, Nextel, and TelCove.

     Latin America

ACE*COMM has maintained a strong presence in Latin America for more than ten years and has completed hundreds of installations throughout the region. Through partner relationships, support offices in Mexico, Guatemala, and Colombia provide customers with local support in their native language. ACE*COMM’s customers include Telmex, IUSACELL, CODETEL, and Telefonica Moviles Mexico.

     Europe

ACE*COMM has established a European customer-base through OEM relationships with industry leading equipment manufacturers such as Siemens AG, Alcatel, and Marconi. ACE*COMM is working with Northrop Grumman (TRW Inc.) and British Telecom (BT) to provide the call event-processing component of the UK’s Airwave mmO2 Public Safety Radio Communications project.

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     Middle East and Africa

Since 1995, ACE*COMM has maintained a presence in the Middle East and Africa through regional partnerships with companies like Giza Systems Engineering, Fujitsu Siemens, MOSECO Jordan, and ACT. ACE*COMM’s systems are installed in various locations in Morocco, Egypt, Qatar, Kuwait, Saudi Arabia, and the Palestinian Territories.

     Asia Pacific

With over ten years of experience in the region, ACE*COMM has developed a base of customer and partner relationships in Asia-Pacific. ACE*COMM is extending its initial focus on the traditional switching sector to address the needs of complex IP and next-generation mediation technologies. Its systems are installed in China, Singapore, the Philippines, Japan, Australia, Taiwan, Indonesia, Malaysia, Korea, and Bhutan. ACE*COMM recently signed a comprehensive distribution agreement with WGTS for China, Taiwan, Hong Kong, and Japan.

     Core capabilities

ACE*COMM’s Convergent Mediation™ solutions provide the following range of capabilities:

     Capture and collection of data

Capture and collection refer to the processes involved in gathering and securing data regarding network usage. Data is gathered directly from multiple customer network elements and from other data processors. ACE*COMM products permit customers to gather and secure the data all at once to ensure that the duplication or gap problems that plague many data networks do not occur. The products also enable customers to perform audits to ensure that data handoff and exchange are performed correctly, and to generate alarms if any errors are detected. Typically, the term “capture” is used where the data extraction requires an interface co-located next to the network element. “Collection” generally refers to the process of centralizing data from several sites.

     Data management

Data management refers to the different data processing capabilities of our products. For example, data is checked for syntactical and semantic errors. Duplicate data is weeded out, gaps in the data sequence are identified, and alarms are generated. Different data formats can be converted into a common format to permit varied processing modules located further down in the customer’s network to interact with the data in a consistent manner. The products allow telecommunications carriers to augment their customer telephone call records with customer identification, service, cost, and other billing information gathered from elsewhere on the network. Fragmented customer call records can be reassembled to provide a single record of the telephone call. Also, error correction and reprocessing can be applied to data that generated any processing alarms in a previous run.

     Price and cost analysis

In price and cost analysis, our products identify and monitor inbound and outbound data on a real-time basis in a way that enables telecommunications carriers and other customers to perform detailed measurement of individual records and summarized usage records. The ability to perform this tracking and measurement supports inter-carrier invoice reconciliation and pre-billing processing, which can be of significant importance to carriers. It also improves their ability to implement rate changes on a scheduled basis or in real-time for a rapid response to circumstances, and aids in the management of termination costs.

     Presentation of network-usage records

Our products’ presentation functions are used to reformat and summarize network usage records for many applications such as billing and fraud prevention systems. The presentation functions are able to provide information to our customers on a one output record per input record basis or on a summary basis, in which many detail records are aggregated into one record. A single source of data is used for all business operations, which helps to eliminate

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duplication, discrepancies, and the need for data reconciliation, and improves the ability to plan and make decisions based on solid business analysis.

     Warehousing of data for analysis

Warehousing allows our customers to convert and store large volumes of network data into the organized information required in today’s marketplace, as well as quickly detect and correct traffic flow problems. Specialized network-usage data warehousing enables customers to correlate, aggregate and augment the data according to each customer’s specifications. This product also allows the customer to profile usage by their customers, yielding customer-specific knowledge for more effective marketing, enhancing the ability to filter out unbillable data, and expediting the resolution of erroneous data.

     Revenue assurance

Real-time and near real-time data analysis capabilities enable immediate detection, notification, and correction of identified problems. This provides customers with the capability of generating a reliable and immediate audit trail. The rapid data analysis also enables our customers to perform service pricing and costing, and provides other revenue assurance benefits related to data repair and correction, inter-carrier accounting and performance management.

     IP Centrex and billing system

ACE*COMM’s TREX*COMM^® collection solution creates an IP Centrex and billing system by processing data from soft switches.

     Churn-risk management

ACE*COMM’s N*Score product enables service providers to rank their customers according to a user-specified scoring system. N*Score cross-references known customer turnover-risk (churn) factors against customers’ actual usage patterns and uses that information to identify and rank high-risk customers. The information generated by N*Score gives service providers and other customers more information about the risk of losing particular customers, permitting them to correct customer services or others issues before their client decides to terminate service.

  Solutions for large enterprises

ACE*COMM offers network telecommunications management (telemanagement) products and services to large enterprises, which include government agencies, military organizations, educational institutions and “Fortune 1000” size organizations. ACE*COMM’s principal product for these customers is the NetPlus^® EOSS. It can be used on multi-vendor/multi-protocol voice, data, and video networks, and is scalable to accommodate numerous network sizes and locations. NetPlus^® enables enterprises to improve service and control costs by managing various aspects of their networks, including alarm and fault resolution, cabling and facilities management, convergent billing, charge back billing, cost control and recovery of lost data. NetPlus^® also provides enterprise customers with the ability to automate maintenance of their networks by providing automated work orders and trouble tickets, and to manage their inventory and switching equipment configuration.

ACE*COMM introduced a new version of the product, NetPlus^® 6 EOSS, in February 2003. The new version features a platform based on the n-tiered Java 2 Enterprise Edition (J2EE) architecture, which is an architecture that represents the combined expertise of a collaborative industry effort and has wide industry support from key middleware vendors. This version represents an improvement in flexibility, extensibility, and mobility over present-day systems. The new version’s browser-based interface is expected to eliminate the need for time-consuming client installation and upgrades, and includes a configurable Workflow Engine that enables information technology (IT) departments to further automate labor and paper-intensive processes for improved network operating efficiency and data accuracy.

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   Target market segments

ACE*COMM markets and sells NetPlus^® into the following vertical markets:

     Federal government agencies and military installations

ACE*COMM designs large scale, secure, high-availability network management systems for Federal government agencies at installations in the U.S. and abroad.

     State and local governments

ACE*COMM’s NetPlus^® EOSS provides state governments with the platform required to monitor and manage all aspects of their networks, enabling them to automate telecommunications functions, control costs and appropriately allocate those costs among state agencies.

     Financial services

ACE*COMM’s NetPlus^® EOSS offers our financial services customers a fully integrated network communications management system that covers the many software and services needs of today’s financial services institutions for fault, configuration, accounting, performance, and security management.

     Airports and transportation

Airports and other public transportation authorities must address the communications service needs of their tenants. ACE*COMM’s NetPlus® utilizes a centralized database that provides our customers comprehensive network monitoring, carrier bill reconciliation, and subscriber billing that are fast, accurate, and automatic.

     Educational institutions

Colleges and universities face challenges when addressing the diverse communications needs of a large academic organization. ACE*COMM’s NetPlus^® provides educational institutions with the tools necessary to effectively manage network performance while customizing services and information provided to individual departments and organizations.

     Public utilities

The recent changes in the regulatory environment have forced public utilities to focus on cost management and to be more competitive with other suppliers. Public utilities now have a requirement to reduce overall network communications management costs and improve service levels to customers. ACE*COMM’s NetPlus^® provides these tools, including traffic engineering and analysis tools for ACD trunks.

     Large enterprises (Fortune 1000)

The business of enterprise network communications management continues to evolve rapidly. Not only has the technology advanced, but the scope of this set of management functions has also expanded. As a result, today’s large enterprise network and IT managers face many complex challenges in defining the role of network communications and IT management, and in establishing systems that work together to realize their full potential. NetPlus® provides these organization with the ability to manage communications and IT systems from an enterprise-wide OSS.

    Core capabilities

ACE*COMM’s NetPlus® has the capability to resolve problems associated with technology convergence, implementing new types of network services, managing mergers and acquisitions, and the increasing demand for more equitable and accurate methods for chargeback of IT and communications.

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ACE*COMM’s network communications management products provide enterprise customers with the following range of capabilities:

     Fault management

A software product that allows network managers on a near real-time basis to detect faults, determine their origins and perform fault correction.

     Configuration management

A software product that provides subscriber, connectivity, and equipment administration functions to track and report information on a network-wide basis.

     Accounting management

System functions that collect, store, process, rate and verify billing and accounting data.

     Performance management

System functions that aggregate and analyze network performance, call data and configuration data to provide network managers an overall performance model of their network and operations.

     Security management

A multi-level, layered system that provides security functions at various levels within the network, including those within the operating system and database.

     Directory management

An application that provides personnel, departmental and classified directory listings in organizational or alphabetical formats.

     Product Backplane^TM

A software system that essentially provides the common backbone to all NetPlus^® applications. Product Backplane™ is based on an Oracle^® database, client/server distributed processing, Web-based User Interface (WUI), and Graphical User Interface (GUI) presentation, which operates for a single module or multiple functional system and allows users to implement only the modules they need.

     Network management applications

Infrastructure software that provides high-performance, low-cost, small-footprint applications for managing network element performance.

     Workflow engine

A task-based management and advanced work order processing tool with business rule and process definition for improved productivity and data accuracy.

  Professional Services and Support

ACE*COMM’s services are generally delivered in conjunction with ACE*COMM’s network management products. ACE*COMM’s professional service team assists customers in implementing its products, educates users, and provides maintenance and technical support. Implementation services include identification of technical requirements, solution

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design, product testing, and installation and integration. ACE*COMM’s systems integration partners often provide additional expertise on international contracts and orders. ACE*COMM provides comprehensive educational courses to its customers, alliance partners, and employees so they can acquire the knowledge and skills necessary to deploy, use and maintain ACE*COMM’s solutions. ACE*COMM also offers train-the-trainer programs that enable its customers to conduct their own internal end-user training. ACE*COMM’s maintenance and technical support services include help desk support, problem resolution, software maintenance and scheduled software upgrades. ACE*COMM provides technical support for its products from its Gaithersburg, Maryland headquarters and utilizes the Web, telephone, electronic mail and, if necessary, on-site assistance to respond to and resolve our customers’ technical questions. International customers are supported either directly by ACE*COMM or by third-party vendors trained by ACE*COMM.

ACE*COMM believes that a high level of customer support is critical to ACE*COMM’s continuing success in developing relationships with end users and its strategic partners.

Quality

ACE*COMM maintains an ISO 9001 standard Quality Management Program to monitor the quality of its products and has an internal Quality Management Committee to set quality objectives for ACE*COMM and a Quality Assurance Department to implement and monitor compliance with the applicable procedures.

Sales and Marketing

ACE*COMM markets and sells product–based network communications and data management solutions directly through its sales force. ACE*COMM concentrates its sales efforts on a range of service providers, from small start-ups to large established communication providers that offer voice and data services, including Internet-based services. ACE*COMM complements its direct sales with indirect sales through its strategic alliances with operators, original equipment manufacturers (OEMs), and resellers. These alliance partners give ACE*COMM’s direct sales force a global reach and provide significant leads and referrals. ACE*COMM also believes that alliances with companies that are well known in the industry lend credibility and help to gain additional market acceptance for ACE*COMM products.

ACE*COMM sells substantially all of its products worldwide from its headquarters in Gaithersburg, Maryland. In 2002 and 2003, we continued to expand our sales and marketing efforts outside North America through a combination of direct sales in selected markets, continued partnerships with systems integrators, and strengthened relationships with existing customers. These efforts resulted in greater Middle Eastern and Asian sales in fiscal year 2002 and 2003.

Over the past two years, ACE*COMM has derived approximately one half of its revenues from products delivered or services performed within the United States. Products delivered or services performed outside of the United States represented approximately 56 percent, 45 percent and 39 percent of total revenues in fiscal years 2003, 2002, and 2001, respectively. See Note 13 of the Notes to Financial Statements for a summary of ACE*COMM’s revenue by geographic area.

Revenue for a given period typically reflects products delivered or services performed during the period with respect to relatively large financial commitments from a small number of customers. During 2003, ACE*COMM had 12 major customers, which we define as customers generating $250,000 or more in revenues during the period; and together the major customers represented approximately 76% of total revenues. Siemens AG represented approximately 20% of our total revenues, and Northrop Grumman contributed approximately 10%of total revenues. During 2002, we had 20 major customers representing 86%of total revenues. Siemens AG represented approximately 17% of our total revenues and Northrop Grumman contributed 11%of total revenues earned during 2002. During 2001, we had 23 major customers representing 93% of total revenues. The average revenues earned per major customer were $0.9 million in 2003, $0.8 million in 2002 and $1.0 million in 2001.

The sales process for new contracts or orders generally requires a significant investment of time and money and takes from several months to several years. This process involves senior executives, sales representatives and support personnel, and typically requires presentations, demonstrations, field trials, and lengthy negotiations. ACE*COMM

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spends significant time consulting with strategic partners and end users to adapt its products to meet end user requirements and to determine their evolving requirements for updates and enhancements.

Strategic Alliances

To assist in developing, marketing, and distributing its products effectively and as part of ACE*COMM’s marketing efforts, ACE*COMM has established strategic alliances with several large organizations: telecommunication and Internet equipment manufacturers, computer equipment manufacturers, telecom systems integrators and other organizations. Each alliance is designed to accomplish one or more of the following: develop products designed to meet the needs of the alliance partner or its customers, establish a joint marketing relationship to include ACE*COMM’s products in systems sold by the partner, create a reseller channel for ACE*COMM’s products, or jointly provide customer support to end users. These strategic alliances enable ACE*COMM to leverage relationships within the industry to enhance its market development.

Each alliance typically involves a formal agreement between ACE*COMM and a strategic alliance partner, pursuant to which the parties agree that ACE*COMM will develop and sell products for use by the partner, or by its customers who are in such cases the end users of ACE*COMM’s products. Each agreement specifies the terms of the alliance, which may include off-the-shelf products and/or parameters for product development and product specifications, product pricing, the terms of intellectual property ownership, and the responsibilities of each partner for system integration, proposal drafting, sales and marketing. Once the products are developed, the strategic alliance partner will issue specific orders to ACE*COMM from time to time to purchase products, subject to the terms of the overall agreement. The products are generally purchased and paid for by the partner for resale to its customers directly or as part of a larger system installation. Sales to a strategic alliance partner may vary from period to period, depending on the timing of orders, which in turn may depend on a number of factors, including the completion of ACE*COMM’s product development, the partner’s marketing and sales efforts to its customers, the timing of orders from the partner’s customers, and various internal financial, strategic and other factors specific to a partner or any of its customers. Accordingly, sales to a partner in one period are not necessarily predictive of sales to the partner in future periods.

ACE*COMM classifies its alliances into OEM and reseller categories. The following is a list of ACE*COMM’s current significant strategic alliances:

     OEM

Strategic alliance partners in this category encompass original equipment manufacturers that embed ACE*COMM’s technologies into their solutions for end-users.

Compagnie Financiere Alcatel (Alcatel) – ACE*COMM’s Convergent Mediation™ solutions collect usage information from specific Alcatel switches owned and operated by carriers, providing the billing information carriers need. In 2003, ACE*COMM became an Alcatel ‘Connected Partner’ for the provision of mediation technology to enable usage-sensitive billing for service providers who operate X.25, frame relay, ATM, and VoIP networks.

Cisco Systems, Inc. – ACE*COMM has developed the Cisco Billing and Measurement Server, or BAMS, based on its Convergent Mediation™ products. BAMS is a software application platform designed to co-exist within the framework of the Cisco products VSC3000, SC2200, and other applications where the VSC core software application is utilized.

Gluon Networks, Inc. – ACE*COMM provides its Convergent Mediation™ technology for embedding into Gluon’s CLX local switching solution for telecom service providers.

Marconi Corporation, PLC – ACE*COMM provides Convergent Mediation™ solutions that work in conjunction with Marconi’s ServiceOn Management^® suite of products.

Motorola, Inc. – ACE*COMM provides Convergent Mediation™ solutions, integrated into the Mobile Data Gateway switch, that collect and format call detail records for electronic transmission to a billing center.

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     Resellers

Strategic alliance partners in this category encompass leading hardware and software vendors or integrators who are resellers for ACE*COMM’s products.

Westlake Global Technology Solutions, Inc. – ACE*COMM has signed a master reseller agreement with Westlake for the importing and distribution of ACE*COMM products in China.

NetSource America Inc. – ACE*COMM has signed NetSource as a reseller to offer NetPlus^® as part of its suite of software solutions and outsourced services focused on managing communications and IT infrastructures to large enterprises in the Midwest.

Northrop Grumman Corporation (formerly TRW, Inc). – ACE*COMM provides subcontract services for its Convergent Mediation™ platform to Northrop Grumman for the real-time usage data management, warehousing and analysis requirements of a digital radio service in the United Kingdom.

General Dynamics Corporation – As a General Dynamics subcontractor for network management products, ACE*COMM installs and supports NetPlus^® at multiple military facilities.

Siemens AG – ACE*COMM sells its Enterprise telemanagement operations support and Convergent Mediation™ solutions outside the United States through Siemens AG, who serves as a prime contractor.

MOSECO Jordan – ACE*COMM’s alliance agreement with MOSECO Jordan covers sales and support activities to address the operations support systems requirements of the Middle East region’s communications service providers.

Unisys Corporation – ACE*COMM has an arrangement with Unisys to collectively design and deploy NetPlus® as part of an overall Unisys offering to state government customers.

Fujitsu Consulting, Inc. – The partnership is focused on the integration of ACE*COMM’s Convergent Mediation™ solutions into carrier environments around the world.

Science Applications International Corporation, or SAIC – ACE*COMM provides mediation expertise to SAIC’s broad consulting experience to supply comprehensive mediation solutions to large carriers – particularly in the wireless sector.

Backlog

ACE*COMM defines backlog as signed contracts or purchase orders for delivery of its products generally within the next year. Our backlog at June 30, 2003, 2002, and 2001 equaled approximately $4.3 million, $4.9 million, and $5.7 million, respectively. ACE*COMM has experienced fluctuations in its backlog at various times. We anticipate that $3.2 million of the backlog at June 30, 2003, will be shipped during fiscal 2004. Although we believe that our entire backlog consists of firm orders, ACE*COMM’s backlog as of any particular date may not be indicative of actual revenue for any future period because of the possibility of customer changes in delivery schedules and delays inherent in the delivery of complex systems. Backlog, as defined, does not include contracts that require the further issuance of purchase orders.

ACE*COMM’s contracts are large and technically complicated and require a significant commitment of management and financial resources from its customers. The development of a contract is typically a lengthy process because it must address a customer’s specific technical requirements and often requires internal approvals that involve substantial lead-time. Accordingly, ACE*COMM may experience significant variations in revenue from quarter to quarter, as a result of delays in contract signing or contract order deliveries. In addition, contracts that involve software deliveries may involve customization of the product to specific customer requirements, which can delay final delivery of the order. No assurance can be given that current backlog will necessarily lead to revenue in any specific future period.

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Competition

Competition in the markets for our products is driven by rapidly changing technologies, evolving industry standards, frequent product introductions and enhancements, and rapid changes in customer requirements. To maintain and improve our competitive position, we must continue to develop and introduce value-added, timely and cost-effective new products, features and services that keep pace with technological developments and emerging industry standards. In addition, we must consistently address the increasingly sophisticated needs of our customers. We expect continued intense competition in the telecommunications, Internet service provider and enterprise network markets.

We believe that the principal competitive factors in these markets include: product performance that meets customer expectations, specialized project management capabilities, in-house technical expertise, compliance with industry quality standards, in-house customer support, product features that include adaptability, scalability and flexibility, the ability to integrate with other products, adjustable functionality and ease-of-use, product reputation, responsiveness to customer needs, and timeliness of implementation. To remain competitive, we will have to respond promptly and effectively to the challenges of each technological change within our industry, as well as to our competitors’ innovations.

In the telecommunications and Internet service provider markets, ACE*COMM’s current and prospective competitors include:

• large service providers who develop full-system products internally, tailored to their particular specifications,

• other companies, such as Comptel Corporation, Narus, Inc., and Xacct Technologies, that can provide data collection, mediation components, and data storage capabilities,

• vendors that supply more inclusive products, such as Intec, and EDB4tel,

• telecommunications equipment manufacturers that provide network products, such as Lucent Technologies, Inc., and Ericsson,

• companies that provide OSS software applications for carriers, such as MetaSolv Software, Inc.,

• companies that supply product components, such as Ericcson-Hewlett-Packard and Fujitsu,

• companies that provide billing and customer care applications, such as Amdocs Limited and Portal Software, Inc., and

• companies that develop custom solutions, such as EDS Inc. and Computer Sciences Corporation.

ACE*COMM generally ranks its competition in the overall mediation market into the following three segments: single system mediation that is IP-focused, complex mediation that is circuit-switched and packet-capable, and complex mediation with other OSS functionality. Regarding the first of the three market segments, “single system mediation that is IP-focused”, we believe our products demonstrate distinct advantages to the single-system, IP-focused service provider, as our products can expand to fulfill wider system needs. Regarding the second of the three segments, “complex mediation that is circuit-switched and packet-capable”, we believe our advantages are derived from our considerable experience in and ability to handle multiple protocol system deployments. ACE*COMM believes it stands up well against other vendors in the third, “complex mediation with other OSS functionality” segment. The competing vendors in this segment are those with close ties to large switch or OSS vendors. We believe that we match these competitors feature-for-feature, and also offer switch/OSS vendor independence.

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In the enterprise network market, ACE*COMM’s current and prospective competitors include:

• companies that provide products for telephony networks, such as Paetec Communications, Inc., Peregrine Systems, Inc., Stonehouse Technologies, Inc., and Veramark Technologies, Inc.,

• companies that provide products for data networks, such as Remedy Corp. and Computer Associates International, Inc., and

• system integrators such as Accenture, Cap Gemini Ernst & Young and KPMG.

ACE*COMM’s NetPlus^® EOSS, like all OSS solutions, can be considered high-priced when compared to conventional element and network management systems. However, we believe that pricing can be misleading since an effective OSS has the potential to radically improve IT effectiveness and efficiency. ACE*COMM believes that the competitive advantages of the NetPlus^® solution lie in its ability to improve IT operations, achieve significant cost savings by identifying excessive usage patterns or incorrect billing; provide a bridge between older PBX based voice equipment and newer VoIP based systems, and provide a significant amount of customization support to enable NetPlus^® to interface to existing management and network infrastructure. ACE*COMM also provides highly integrated capabilities across the FCAPS (fault, configuration, accounting, performance, and security management) functionality mapping, but does so from an enterprise perspective. Consequently, we believe that NetPlus^® defines what is essentially a new market: Enterprise OSS.

ACE*COMM believes that its ability to compete in its markets depends in part on a number of competitive factors outside its control, including the ability of others to develop technology that is competitive with ACE*COMM’s products, the price at which competitors offer comparable products and services, the extent of competitors’ responsiveness to customer needs, and the ability of our competitors to hire, retain and motivate key personnel. ACE*COMM competes with a number of companies that have substantially greater financial, technical, sales and marketing capabilities in addition to other resources, as well as greater name recognition. As a result, ACE*COMM’s competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements, or to devote greater resources to the promotion and sale of their products than ACE*COMM. There can be no assurance that our current or potential competitors will not develop products comparable or superior to those developed by ACE*COMM, or adapt more quickly than ACE*COMM to new technologies, evolving industry trends or changing customer requirements.

Research and Product Development

ACE*COMM’s research and development efforts are focused on developing new products to meet the growing needs of our customers and on improving existing products by incorporating new features and technologies. ACE*COMM believes that the timely development of new products and enhancements is essential to maintaining its competitive position in the marketplace. In its research and development efforts ACE*COMM works closely with customers, end users and leading technology vendors, in tailoring new features that are subsequently incorporated into future versions of products available to all customers. ACE*COMM continually reviews opportunities to license technologies from third parties when appropriate based on timing and cost considerations. Research and development expenses were $0.3 million, $0.8 million and $1.7 million in 2003, 2002, and 2001, respectively. As a percent of revenues, research and development expenses were approximately 3% in 2003, 4% in 2002 and 7% in 2001.

Proprietary Rights and Licenses

ACE*COMM currently holds a patent on its N*USAGE^® technology and also relies on a combination of copyright, trademark, contract and trade secret laws and statutory and/or common law to maintain its proprietary rights to its other products. ACE*COMM believes that, patent protection is effective for some product technologies, but because of the rapid pace of technological change in the telecommunication and software industries, patent protection for other products is a less significant factor in ACE*COMM’s success than the knowledge, ability and experience of ACE*COMM’s employees, the frequency of product enhancements and the timeliness and quality of support services

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provided by ACE*COMM.

ACE*COMM generally enters into confidentiality agreements with its employees, consultants, customers and potential customers and limits access to, and distribution of, its proprietary information. Use of ACE*COMM’s software products is usually restricted to specified locations and is subject to terms and conditions prohibiting unauthorized reproduction or transfer of the software products. ACE*COMM also seeks to protect its software, including the source code, as a trade secret and as copyrighted work.

ACE*COMM cannot guarantee that the steps taken to protect its proprietary rights will be adequate to deter misappropriation of its intellectual property, and ACE*COMM may not be able to detect unauthorized use and take appropriate steps to enforce its intellectual property rights. If third parties infringe upon or misappropriate ACE*COMM’s copyrights, trademarks, trade secrets or other proprietary information, ACE*COMM could be seriously harmed. In addition, although ACE*COMM believes that its proprietary rights do not infringe on the intellectual property rights of others, other parties may assert infringement claims against ACE*COMM or claim that it has violated their intellectual property rights. Claims against ACE*COMM, either successful or unsuccessful, could result in significant legal and other costs that may be a distraction to management. ACE*COMM has primarily focused on intellectual property protection within the United States but has expanded that scope to selected international markets. Protection of intellectual property outside the United States will sometimes require additional filings with local patent, trademark, or copyright offices, as well as the implementation of contractual or license terms different from those used in the United States. Protection of intellectual property in many foreign countries is weaker and less reliable than in the United States. If our business expands into foreign countries, costs and risks associated with protecting our intellectual property abroad will increase.

Employees

At June 30, 2003, ACE*COMM employed 97 full and part-time employees. None of ACE*COMM’s employees are represented by a labor union. ACE*COMM has experienced no work stoppages and believes that its employee relations are good.

Risk Factors Affecting Future Operating Results

Because of our reliance on significant customers and large orders, any failure to obtain a sufficient number of large contracts could have a material adverse effect on our revenues for one or more periods

A significant portion of our revenue comes from large financial commitments by a small number of customers, including both telecommunications carriers and large enterprises. We expect to continue to depend on a limited number of customers in any given period for a significant portion of our revenue and, in turn, to be dependent on their continuing success and positive financial results and condition. If we fail to continue to receive orders from such customers, or if any one or more of these customers suffers a downturn, our financial results will suffer.

Unless economic conditions improve, our results of operations may not return to prior levels

The current economic environment remains volatile. If the current uncertainty and negativity in the economic climate in the U.S. and the rest of the world continues, our customers — and our business and financial results — will continue to be adversely affected.

The adverse conditions in the telecommunications industry are materially and adversely affecting us

Our business and financial results are highly dependent on the telecommunications industry and the capital spending of our customers. Over the past three years capital spending by telecommunication companies has decreased and may continue to decrease in the near future. Various commentators have attributed the decrease in spending to the decline in the telecommunications industry in particular and economic conditions in general, principal telecommunications products and services increasingly becoming commodities that cannot easily be distinguished, intense competition in the development of new technology or other features, increasing competition from smaller but rapidly developing alternative carriers, decreasing prices for telecommunication services and equipment, and regulatory rate structures that have

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become less dependent on the level of carriers’ capital expenditures. The reduction of spending by companies in the telecommunication industries has caused, and may continue to cause, a significant reduction in ACE*COMM’s revenues.

Continuing market consolidation may reduce the number of potential customers for our products

The North American communications industry has experienced significant consolidation. In the future, there may be fewer potential customers requiring operations support systems and related services, increasing the level of competition in the industry. In addition, larger, consolidated communication companies have strengthened their purchasing power, which could create a decline in our pricing structure and a decrease of the margins we can realize. These larger consolidated companies are also striving to streamline their operations by combining different communications systems and the related operations support systems into one system, reducing the number of vendors needed. The continuing industry consolidation may cause ACE*COMM to lose more customers, which would have a material adverse effect on ACE*COMM’s business, financial condition and results of operations.

Unless we continue to maintain existing strategic alliances and develop new ones, our sales will suffer

Our results could suffer further if we are unable to maintain existing and develop additional strategic alliances with leading companies that provide telecommunications services or that manufacture and market network equipment. If we are not able to maintain or develop these strategic alliances, we will not be able to expand our distribution channels and provide additional exposure for our product offerings. These relationships can take significant periods of time and work to develop, and may require the development of additional products or features or the offering of support services we do not presently offer.

Many of our telecommunications customers involve credit risks for us

Many of our customers present potential credit risks, and we are dependent on a small number of major customers. The majority of our customers are in the telecommunication services industry and government sector, or are in the early stages of development when financial resources may be limited. Five customers represented 77% of ACE*COMM’s gross trade receivables balance as of June 30, 2003, with one international customer representing 31% of ACE*COMM’s gross trade receivables balance as of June 30, 2003. Because we depend on a small number of major customers, and many of our customers present potential credit risks for different reasons, our results of operations could be adversely affected by non-payment or slow-payment of receivables. We have also experienced significant losses for doubtful accounts. For a more detailed discussion of doubtful accounts please read the section labeled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Provision for Doubtful Accounts”.

We are increasing subject to the risks and costs of international sales, and failure to manage these risks would have an adverse effect on us

A substantial portion of our revenues are derived from international sales and are therefore subject to the risks of conducting business overseas, including the general economic conditions in each country, the overlap of different tax structures, the difficulty in managing resources in various countries, changes in regulatory requirements, compliance with a variety of foreign laws and regulations, and longer payment cycles. ACE*COMM derived approximately $7.7 million, or about 56% of its total revenue, from customers outside of the United States for fiscal year 2003. To the extent that we have increased our international revenue sources over the last three years, the impact of the risks related to international sales could have an increasing larger effect on our financial condition as a whole.

Failure to complete the i3 Mobile Merger would have an adverse effect on us

We may not be able to complete our proposed merger with i3 Mobile if we experience a material adverse effect on our business or if other conditions precedent are not met. If we were unable to complete the merger, it would have a negative impact on our liquidity and ability to execute our acquisition strategy.

Failure to manage risks of potential acquisitions would have an adverse effect on us

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We intend to investigate and pursue potential business combinations as one of the ways of growing our business during a difficult period. However, acquisitions must be conducted very carefully or there can be adverse consequences. In particular, failure to identify risks of potential acquisition targets or inability to correct evaluate costs of combining business or technologies could cost us significant resources, dilution to our stockholders or loss of valuable time.

Failure to estimate accurately the resources necessary to complete fixed-price contracts would have an adverse effect on our bottom line

Our failure to accurately estimate the resources required for a project or a failure to complete contractual obligations in a manner consistent with the projected plan may result in lower than expected project margins or project losses, which would negatively impact operating results. Our sales are typically formalized in agreements that include customization of the underlying software and services. These agreements require projections related to allocation of employees and other resources. Additionally, we may fix the price of an arrangement before the final requirements are finalized. On occasion, we have and may be required in the future to commit unanticipated additional resources to complete projects, and the estimated fixed price may not include this unanticipated increase of resources. If our original projections are not met, project losses may occur that would have a negative impact on our operating results.

Inability to forecast revenue accurately may result in costs that are out of line with revenues, leading either to additional losses or downsizing that may not have been necessary

We may not be able to accurately forecast the timing of our revenue recognition due to the difficulty of anticipating compliance with the accounting requirements for revenue recognition and to the fact that we historically have generated a disproportionate amount of our operating revenues toward the end of each quarter. Our operating results historically have varied from fiscal period to fiscal period. Accordingly, our financial results in any particular fiscal period are not necessarily indicative of results for future periods.

ITEM 2.      PROPERTIES

ACE*COMM leases space at two principal office locations: Gaithersburg, Maryland and Montreal, Canada. ACE*COMM believes that its facilities are adequate for its current needs and that suitable additional space will be available as required. The Gaithersburg office is ACE*COMM’s corporate headquarters and is used for product assembly, software and engineering development, professional services and support, sales, and administration. The following sets forth information concerning ACE*COMM’s significant facilities:

	Square			Current
Location	Footage		Lease Expiration	Annual Rent
Gaithersburg, Maryland		24,289	November 30, 2008	$550,000 (subject to annual increases of approximately $17,000 and allocated operating costs each year)
Montreal, Quebec, Canada		3,415	June 30, 2006	$72,000

ITEM 3.      LEGAL PROCEEDINGS

ACE*COMM is not a party to any material legal proceedings.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of its security holders during the fourth quarter of 2003.

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PART II

ITEM 5.      MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCK HOLDER MATTERS

Common Stock Prices

ACE*COMM’s common stock is traded on the Nasdaq Small-Cap Market under the symbol “ACEC”. The following table sets forth for the periods indicated the highest and lowest bid prices at the 4:00 close for the shares of common stock reported on the Nasdaq Small-Cap Market.

	Year Ended June 30,
	2003				2002
	High		Low		High		Low
1st Quarter	$	1.05	$	0.48	$	1.65	$	1.12
2nd Quarter		1.19		0.32		1.49		1.05
3rd Quarter		1.11		0.86		1.50		1.12
4th Quarter		1.09		0.55		1.41		0.95

As of September 16, 2003, the market price of ACE*COMM common stock was $1.87.

Common Stockholders

As of September 16, 2003, there were 9,818,356 common shares outstanding and held by 102 shareholders of record.

Dividends

ACE*COMM has never declared or paid cash dividends on the Common Stock. ACE*COMM currently intends to retain earnings, if any, to finance the growth and development of its business and does not anticipate paying cash dividends in the foreseeable future. The future payment of cash dividends, if any, is within the discretion of the Board of Directors and will depend on the future earnings, capital requirements, financial condition and future prospects of ACE*COMM and such other factors, as the Board of Directors may deem relevant. Under the term of its line of credit, ACE*COMM cannot pay or declare dividends without the approval of its bank.

Equity Compensation Plan Information

The following table shows information about the securities authorized for issuance under ACE*COMM’s equity compensation plans as of June 30, 2003:

					(c)
	(a)		(b)		Number of securities remaining
	Number of securities to		Weighted-average		available for future issuance
	be issued upon exercise		exercise price of		under equity compensation plans
	of outstanding options,		outstanding options,		(excluding securities
	warrants and rights		warrants and rights		reflected in column (a))
Equity compensation plans approved by security holders		1,599,094	$	3.12		1,125,962
Equity compensation plans not approved by security holders		40,000	$	1.56		0
Total		1,639,094	$	3.12		1,125,962

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Item 6.     SELECTED FINANCIAL DATA

The selected financial data presented below for each of ACE*COMM’s fiscal years in the five-year period ended June 30, 2003 and as of June 30, 2003, 2002, 2001, 2000, and 1999 are derived from the audited financial statements of ACE*COMM.

		Year Ended June 30,
		2003			2002			2001			2000		1999
		(in thousands except per share data)
Statement of Operations Data:
Revenue		$	13,794		$	18,094		$	24,179		$	33,766	$	29,657
Gross profit			6,255			8,982			10,844			19,413		15,892
Net (loss) income		$	(1,982	)	$	(3,988	)	$	(6,927	)	$	2,198	$	618
Net (loss) income per share:
	Basic	$	(0.21	)	$	(0.43	)	$	(0.75	)	$	0.24	$	0.07
	Diluted	$	(0.21	)	$	(0.43	)	$	(0.75	)	$	0.23	$	0.07

	June 30,
	2003		2002		2001		2000		1999
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	1,570	$	3,530	$	5,770	$	4,386	$	3,424
Working capital		3,941		4,702		7,879		13,335		7,959
Total assets		8,244		10,402		14,943		22,785		18,699
Long-term liabilities		—		44		323		597		74
Total liabilities		3,419		4,071		4,686		5,866		5,220
Stockholders’ equity		4,825		6,331		10,257		16,919		13,479

Selected Quarterly Financial Data

The following table presents certain unaudited statement of operations data for each quarter of 2003 and 2002. This data has been derived from ACE*COMM’s unaudited financial statements and has been prepared on the same basis as ACE*COMM’s audited financial statements, which appear in this Annual Report on Form 10-K. In the opinion of ACE*COMM’s management, this data includes all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of such data. Such quarterly results are not necessarily indicative of future results of operations. This information is qualified by reference to, and should be read in conjunction with, ACE*COMM’s financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K.

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		Fiscal Three Months Ended
		2003										2002
		Sept. 30,		Dec. 31,		March 31,			June 30,			Sept. 30,			Dec. 31,			March 31,			June 30,
		2002		2002		2003			2003			2001			2001			2002			2002
		(in thousands except per share data)
Statement of Operations Data:
Revenue		$	4,091	$	4,071	$	2,369		$	3,263		$	4,396		$	4,601		$	5,025		$	4,072
Gross profit			2,318		2,200		260			1,477			2,020			2,324			2,557			2,080
Net income (loss)			91		81		(1,853	)		(301	)		(1,438	)		(958	)		(633	)		(959	)
Net income (loss) per share:
	Basic	$	0.01	$	0.01	$	(0.19	)	$	(0.03	)	$	(0.15	)	$	(0.10	)	$	(0.07	)	$	(0.10	)
	Diluted	$	0.01	$	0.01	$	(0.19	)	$	(0.03	)	$	(0.15	)	$	(0.10	)	$	(0.07	)	$	(0.10	)

ACE*COMM’s quarterly operating results have in the past and will in the future vary significantly as a result of the timing of contract execution, receipt of purchase orders, and performance of the work or completion of delivery. Large contracts or orders are typically preceded by long sales cycles and, accordingly, the timing of such a contract or order has been and will continue to be difficult to predict. Certain contracts or orders require additional tailoring to customer requirements and, accordingly, vary in timing of delivery. The failure to obtain or delays in the completion of one or more large contracts or orders, for any reason, could have a material adverse effect on ACE*COMM’s results of operations and financial condition.

The timing of large contracts or orders depends on a variety of factors affecting the capital spending decisions of ACE*COMM’s customers, which in turn can affect ACE*COMM’s quarterly operating results. These factors include changes in governmental regulation, changes in the customer’s competitive environment, changes in industry-specific economic conditions, pricing policies by ACE*COMM or its competitors, personnel changes, demand for ACE*COMM’s solutions, the number, timing and significance of new technologies developed by either ACE*COMM or its competitors, the ability of ACE*COMM to develop, introduce and market new and enhanced versions of its products on a timely basis, and the mix of direct and indirect sales and general economic factors.

ACE*COMM’s sales cycle, from initial contact to contract execution, order and delivery, also varies substantially from customer-to-customer and from project-to-project. The purchase of ACE*COMM’s products generally involves a significant commitment of customer capital and management time. The sales cycle associated with the purchases of ACE*COMM’s products is subject to a number of additional significant risks, including customer’s budgetary constraints and internal acceptance reviews, over which ACE*COMM has little or no control. The delivery cycle varies depending on the extent to which the contract or order requires tailoring to a customer’s requirements and the extent to which such requirements are fixed in advance or developed over time.

ACE*COMM’s revenues in any quarter are substantially dependent on orders booked, products delivered, and services performed. Because ACE*COMM’s operating expenses are based, in part, on anticipated revenue levels and because a high percentage of ACE*COMM’s expenses are relatively fixed, a delay in the recognition of revenue from even a limited number of contracts, or the absence of anticipated orders, or a delay in adjusting operating expenses to lower actual or anticipated revenues could cause significant variation in operating results from quarter-to-quarter and could cause net income to fall significantly short of anticipated levels.

Based upon all of the foregoing, ACE*COMM believes that quarterly revenue and operating results are likely to continue to vary significantly in the future and that period-to-period comparisons of its results of operations are not necessarily meaningful and should not be relied upon as indications of future performance. Further, it is likely that in some future quarter ACE*COMM’s revenue or operating results will be below the expectation of public market analysts and investors. In such event, the price of the Common Stock could be materially adversely affected.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

ACE*COMM derives revenues primarily from the sale of its products, including hardware and software, and related services. ACE*COMM enters into formal arrangements that provide for single or multiple deliverables of hardware, software and services. These arrangements are formalized by either a simple purchase order or by more complex contracts such as development, reseller or master agreements. These arrangements are generally U.S. dollar denominated and typically have an aggregate value of several thousand to several million dollars and vary in length from 30 days to several years, as in the case of master agreements. Agreements spanning several years are normally implemented in smaller statements of work or orders that are typically deliverable within three to twelve months.

When an agreement provides for significant modification or customization of software, or when ACE*COMM’s system integration and product development are essential to the functionality of the software, revenues related to the software licenses and services are aggregated and the combined revenues are recognized on a percentage-of-completion basis. Revenue recognized using the percentage-of-completion method is based on the estimated stage of completion of individual contracts determined on a cost or level of efforts basis. Any hardware or post-contract customer support provided for under the terms of the agreement is unbundled. Hardware revenue is recognized upon delivery, which usually occurs upon transfer of title, and post-contract customer support is recognized ratably over the term of the arrangement.

Most of ACE*COMM’s professional services are delivered in conjunction with ACE*COMM’s solutions and are sometimes essential to the functionality of other elements of the arrangement. However, ACE*COMM does sell unbundled services; and, in these instances, ACE*COMM generally recognizes revenue as the services are performed.

More frequently, ACE*COMM is entering into multiple element arrangements that do not involve significant modification or customization of the related software. In these instances, ACE*COMM allocates revenue to each element of the arrangement based on objective evidence of the element’s fair value based on internal price listings developed by ACE*COMM. Revenue for software licenses is recognized upon delivery, which usually occurs upon transfer of title, when a signed agreement exists, the fee is fixed and determinable, and collection of the resulting receivable is probable.

Revenue for a given period typically reflects products delivered or services performed during the period with respect to relatively large financial commitments from a small number of customers. During 2003, ACE*COMM had 12 major customers, which ACE*COMM defines as generating $250,000 or more in revenues, that together represented approximately 76% of total revenues. Siemens AG, ACE*COMM’s largest customer in fiscal year 2003, represented approximately 20% of total revenues, and Northrop Grumman contributed approximately 10% of total revenues. During 2002, ACE*COMM had 20 major customers representing 86% of total revenues. Siemens AG represented approximately 17% of total revenues and Northrop Grumman contributed 11% of total revenues earned during 2002. During 2001, ACE*COMM had 23 major customers representing 93% of total revenues. The average revenues earned per major customer were $0.9 million in 2003, $0.8 million in 2002 and $1.0 million in 2001.

During the past three fiscal years, ACE*COMM has experienced significant net losses from operations, primarily due to reduced demand from its North American telecommunications customers. Management expects this lower demand to continue in the foreseeable future. To offset the effects of the current lower North American demand, ACE*COMM continues to target sales efforts toward what it believes to be a growing market for its Convergent Mediation™ solutions outside of North America. To date ACE*COMM has experienced an increase in revenue from outside of North America, in particular China, but the increase has not been sufficient to offset the decline in revenues from the North American market.

ACE*COMM has been and continues to be focused on streamlining the organization to meet its objectives, conserve cash and control expenses. During the past three fiscal years the number of full time employees has been reduced by

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approximately 53%. This reduction was designed to reduce costs without materially impacting ACE*COMM’s ability to maintain its historical levels of customer involvement and technological innovation, especially in areas of focus such as China. Additionally, ACE*COMM has significantly reduced other operating expenses such as rent, travel, consulting and professional fees. The results of these cost reduction measures has been a significant decline in the amount of the losses sustained in each of the last three fiscal years.

Recently, ACE*COMM entered into an Agreement and Plan of Merger with i3 Mobile, Inc. under which ACE*COMM has agreed to acquire i3. The acquisition is to be effected through the issuance of a to-be-determined number of shares of ACE*COMM’s common stock in exchange for each share of common stock of i3 Mobile outstanding immediately prior to the consummation of the transaction. The exchange ratio will be based on a formula valuing ACE*COMM’s common stock at market value at the time of mailing of the proxy statement, less a discount, and valuing i3 Mobile at an amount equal to its cash, net of specified liabilities and commitments at the mailing date. The consummation of the transaction is subject to the approval of the shareholders of i3 Mobile and ACE*COMM, as well as customary closing conditions.

We expect the merger with i3 Mobile, if consummated, to provide ACE*COMM with significant cash resources to devote to internal development or acquisition of new technologies of complementary businesses. We plan to continue pursuing new business opportunities in the form of acquisitions or alliances with other companies, although there can be no assurances as to the timing or effectiveness of any such arrangements. These arrangements could include: technology and marketing alliances driven by product development requirements and sales opportunities, as well as business combinations that would strengthen ACE*COMM’s product offerings and market potential.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants include a discussion of its critical accounting policies. ACE*COMM’s significant accounting policies are more fully described in Note 2 to ACE*COMM’s consolidated financial statements. However, certain of our accounting policies are particularly important to the portrayal of our financial position and results of operations or require the application of significant judgment by our management. The following is a brief discussion of these critical accounting policies:

    Revenue Recognition

ACE*COMM derives revenues primarily from products, where a combination of hardware, proprietary licensed software, and services are offered to customers. These products are typically formalized in a multiple element arrangement involving application of existing software capabilities or modification of the underlying software and implementation services. ACE*COMM’s software licenses to end-users generally provide for an initial license fee to use the product in perpetuity. Under certain contracts, ACE*COMM licenses its software to resellers for subsequent application of existing software and resale. Our customers, including resellers, do not possess the right to return or exchange products.

More frequently, ACE*COMM is entering into multiple element arrangements that do not involve significant modification or customization of the related software. In these instances, ACE*COMM recognizes revenue in accordance with AICPA Statement of Position 97-2, “Software Revenue Recognition,” and allocates revenue to each element of the arrangement based on objective evidence of the element’s fair value based on internal price listings developed by ACE*COMM. Revenue for software licenses in these instances is recognized upon delivery (i.e., transfer of title), when a signed agreement exists, the fee is fixed and determinable, and collection of the resulting receivable is probable. The amount allocated to ACE*COMM’s maintenance contracts is recognized ratably over the term of the respective maintenance period.

In situations when ACE*COMM’s products involve significant modification or customization of software, or when ACE*COMM’s systems integration and product development are essential to the functionality of the software, revenues relating to the software licenses and services are aggregated and the combined revenues are recognized on a percentage-of-completion basis. The hardware revenue on these contracts is recognized upon transfer of title, which generally occurs at the same time the licensed software is delivered. Revenue recognized using the percentage-of- completion method is based on the estimated stage of completion of individual contracts determined on a cost or level of efforts basis.

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Our revenue recognition policy takes into consideration the creditworthiness of the customer in determining the probability of collection as a criterion for revenue recognition. The determination of creditworthiness requires the exercise of judgment, which affects our revenue recognition. If a customer is deemed to be not creditworthy, all revenue under arrangements with that customer is recognized only upon receipt of cash. The creditworthiness of such customers is re-assessed on a regular basis and revenue is deferred until cash is received.

     Allowance for Bad Debts

The allowance for doubtful accounts is established through a charge to general and administrative expenses. This allowance is for estimated losses resulting from the inability of our customers to make required payments. It is an estimate and is regularly evaluated by us for adequacy by taking into consideration factors such as past experience, credit quality of the customer, age of the receivable balance, individually and in aggregate, and current economic conditions that may affect a customer’s ability to pay. The use of different estimates or assumptions could produce different allowance balances. Our customer base is highly concentrated in the telecommunications and Internet service provider industries. Several of the leading companies in these industries have filed for bankruptcy. If collection is not probable at the time the transaction is consummated, we do not recognize revenue until cash collection. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Results of Operations

The following sets forth selected consolidated data as a percentage of revenue for each of the following years ended June 30:

		Years Ended June 30,
		2003			2002			2001
Revenue			100.0	%		100.0	%		100.0	%
Costs and expenses:
	Cost of revenue		54.7	%		50.4	%		55.1	%
	Selling, general and administrative		57.0	%		67.5	%		66.9	%
	Research and development		2.5	%		4.3	%		6.8	%
Income (Loss) from operations			(14.2	)%		(22.2	)%		(28.8	)%
Net interest income (expense)			(0.2	)%		0.2	%		0.1	%
Income (Loss) before income taxes			(14.4	)%		(22.0	)%		(28.7	)%
Provision (Benefit) for income taxes			0.0	%		0.0	%		0.0	%
Net Income (Loss)			(14.4	)%		(22.0	)%		(28.7	)%

     Revenues

Total revenues in 2003 were $13.8 million compared to $18.1 million in 2002 and $24.2 million in 2001. Total revenues decreased $4.3 million or 24% in 2003 and $6.1 million or 25% in 2002, in each case as compared to the prior year.

Revenue growth depends, in part, on the overall demand for ACE*COMM’s products. Because ACE*COMM’s sales are primarily to telecommunication and Internet service providers and enterprises, its ability to generate revenue also depends on specific conditions affecting those providers and their willingness to make significant expenditures to improve their data collection and processing. The decrease in revenues over the past three years reflects the continuing weak general economic conditions and, more specifically, weak economic conditions in the domestic telecommunication and Internet service provider markets and reduced willingness to make significant capital investments in improving their networks and data. Customers in this market often rely on the capital markets to meet their ongoing cash flow requirements and support their growth.

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During 2003, companies in this market continued to encounter reduced demand for their products and difficulty in accessing capital markets, resulting in the continuing reduction of their demand for ACE*COMM’s products. In addition, several of ACE*COMM’s North American customers filed for bankruptcy during 2002. Consequently, revenues from sales to telecommunication and Internet service providers, representing approximately 53% of total revenues, decreased 25% to $7.3 million in 2003, as compared to the prior year. Revenues from sales to enterprises, representing approximately 47% of total revenues, decreased 23% to $6.5 million in 2003, as compared to the prior year. The decline in sales to enterprises is primarily the result of the completion of large orders received in 2002 that were not replaced with new orders in 2003. Our enterprise sales efforts have also been affected by the same weak economic conditions. ACE*COMM has experienced increased competition from telecommunication equipment manufacturers who are seeking to diversify sales from the telecommunications and internet service provider markets to the overall enterprise market.

During 2002, service providers in the telecommunication and Internet market continued to experience reduced demand for their products and difficulty in accessing capital markets and, as a result, ACE*COMM experienced decreased demand for Convergent Mediation™ products. Revenues from sales to telecommunication and Internet service providers representing approximately 53% of total revenues decreased 34% to $9.7 million, as compared to the prior year. Also, revenues from sales to enterprises representing approximately 47% of total revenues decreased 12% to $8.4 million in 2002, as compared to the prior year.

     Cost of Revenues

ACE*COMM’s cost of revenue consists primarily of direct labor costs, direct material costs, and allocable indirect costs and to a lesser extent, amortized capitalized software development costs, and inventory obsolescence costs. The expenses for services provided by certain alliance partners in connection with the installation and integration of ACE*COMM’s products may also be included.

Cost of revenues were $7.5 million in 2003, $9.1 million in 2002 and $13.3 million in 2001, representing 55%, 50%, and 55% of total revenues in each year, respectively. Cost of revenues decreased $1.6 million or 17% in 2003, as compared to the prior year, reflecting a decrease in labor and labor related costs, as ACE*COMM further decreased staffing levels in response to the continuing decline in demand for ACE*COMM’s products within the telecommunications sector. Cost of revenues decreased in 2002 reflecting a reduction in labor and labor related costs in response to unfavorable economic conditions and decline in demand.

     Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of costs to support ACE*COMM’s sales and administrative functions. Sales expenses consist primarily of salary, commission, travel, trade show, bid and proposal, and other related selling and marketing expenses required to sell our products to target markets. General and administrative expenses consist of provision for doubtful accounts and unallocated costs related to information systems infrastructure, facilities, finance and accounting, legal, human resources and corporate management.

Selling, general and administrative expenses were $7.9 million in 2003, $12.2 million in 2002, and $16.2 million in 2001, representing 57%, 68% and 67% of total revenues in each year, respectively. Selling, general and administrative expenses decreased $4.4 million or 36% in 2003 and decreased $3.9 million or 24% in 2002, as compared to each prior corresponding period. The decrease in 2002 and 2003 is primarily the result of a continuing effort to reduce expenses, which includes Company and employee initiated reductions in personnel, and reductions in rent, travel, consulting and professional fees.

     Research and Development Expenses

Research and development expenses consist of personnel costs and the associated infrastructure costs required to support the design and development of ACE*COMM’s products.

Research and development expenses were $0.3 million in 2003 compared to $0.8 million in 2002 and $1.7 million in

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2001. Research and development expenses decreased $0.4 million or 56% in 2003 and $0.9 million or 53% in 2002, as compared to each prior corresponding period. Research and development expenses represented 3% of revenues in 2003, 4% of revenues in 2002, and 7% of revenues in 2001. The decrease in research and development in 2002 and 2003, over the prior corresponding periods, reflects a decrease in resources applied to research and development.

ACE*COMM was selective in approving new projects and in some instances discontinued projects that were not related to the development of Convergent Mediation TM solutions. In some instances ACE*COMM charges its customers for development which it includes in cost of revenues. Based upon the uncertain North American market, ACE*COMM decided to explore opportunities to license or acquire new technology from third parties as a strategy for expanding it’s product offerings. ACE*COMM did not capitalize software development costs in 2003, 2002 or in 2001 because ACE*COMM’s product development methodology generally establishes technological feasibility near the end of the development process.

     Provision for Doubtful Accounts

ACE*COMM recognized a net provision for doubtful accounts of $0.1 million in 2003, compared to a net provision for doubtful accounts of $0.7 million in 2002 and of $0.8 million in 2001, representing a decrease of $0.6 million in 2003 and of $0.1 million in 2002 in each case as compared to the corresponding period of the prior year.

During 2003, very few of ACE*COMM’s customers experienced negative financial impact to the extent which would require ACE*COMM to provide extensively for their respective accounts which occurred in 2002 and 2001, thereby resulting in significantly decreased bad debts for 2003. Beginning in 2001 and continuing through 2002, some of ACE*COMM’s telecommunication and Internet service provider customers elected to reorganize under Chapter 11 of the bankruptcy code, were unable to obtain adequate financing, or were affected by unfavorable economic conditions in their respective markets. The impact of these economic conditions on our customers, and in particular the bankruptcy filing by Winstar, adversely affected ACE*COMM’s ability to collect outstanding accounts receivables, resulting in increased bad debts in 2002 and 2001. The provision for doubtful accounts associated with customers that filed for bankruptcy was $0.7 million in 2002 and $0.7 million for 2001.

ACE*COMM believes that these difficulties will not continue to be encountered with its current customers. However, existing or future customers’ ability to pay ACE*COMM may be adversely impacted by unfavorable economic conditions or by other factors.

Liquidity and Capital Resources

     Asset and Cash Flow Analysis

At June 30, 2003 ACE*COMM’s primary source of liquidity were cash and cash equivalents of $1.6 million, and also a $3.5 million working capital line of credit. Cash and cash equivalents were $1.6 million at June 30, 2003, $3.5 million at June 30, 2002, and $5.8 million on June 30, 2001. The cash and cash equivalents balance decreased by $1.9 million, or 54%, in 2003 and decreased by $2.3 million, or 39%, in 2002, in each case as compared to the corresponding period of the prior year. The decrease in both of these years was primarily the result of funding operating losses offset by non- cash items such as depreciation and amortization expenses. Cash and cash equivalents were 19% of total assets at June 30, 2003 compared to 34% at June 30, 2002.

Working capital was $3.9 million at June 30, 2003, $4.7 million at June 30, 2002, and $7.9 million at June 30, 2001. Working capital decreased $0.8 million, or 16%, in 2003 and decreased $3.2 million, or 41%, in 2002, in each case as compared to the corresponding period of the prior year. The decreases in working capital in 2003 and 2002 are primarily the result of operating losses, net of depreciation and amortization in excess of purchased assets.

Accounts receivables increased $1.0 million, or 25% to $4.8 million at June 30, 2003. Five customers represented 77% of ACE*COMM’s gross trade receivables balance as of June 30, 2003, with one international customer representing 31% of ACE*COMM’s gross trade receivables balance as of June 30, 2003. The increase in accounts receivable is primarily the result of an increase in international customers who traditionally have taken longer to pay and to an increase in instances where payments are scheduled over an extended period of time, in no case greater than one year.

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ACE*COMM’s operating activities used $2.5 million in cash during 2003, used $1.7 million in cash during 2002, and generated cash of $1.8 million in 2001. The changes between years in cash flows from operating activities are principally due to changes in net income (loss) after adjustments for non-cash charges such as depreciation and changes in working capital amounts. Changes in accounts receivable balances are typically the most significant component of working capital and fluctuate as a result of the timing and volume of ACE*COMM’s revenues and other factors.

Net cash used for investing activities was $0.1 million, $0.3 million, and $0.5 million in 2003, 2002, and 2001, respectively, representing capital purchases of computer equipment.

ACE*COMM’s financing activities generated cash of $0.7 million in 2003, used cash of $0.2 million in 2002, and generated cash of $0.06 million in 2001. ACE*COMM had positive cash flows from financing activities in 2003 as a result of additional borrowings and net cash generated from a strategic partner acquiring 475,000 shares of ACE*COMM’s common stock. No significant financings took place during 2002 or 2001. Additionally, borrowings and other financial obligations resulted in a net cash outflow of $0.2 million in 2003, $0.3 million in 2002 and $0.2 million in 2001.

     Cost Containment Program

As a result of declining revenues during the past three fiscal years, ACE*COMM has initiated numerous cost reduction measures which have significantly lowered operating expenses. During the past three fiscal years the number of full time employees has been reduced by approximately 53%. This reduction was designed to reduce costs without materially impacting ACE*COMM’s ability to maintain its historical levels of customer involvement and technological innovation, especially in areas of focus such as China Additionally, ACE*COMM has developed contingency plans to reduce expenses further, should revenues decline below projected levels.

     Contractual Obligations and Commitments

The following table summarizes our contractual obligations and commitments as of June 30, 2003 and the effect such commitments could have on our liquidity and cash flows in future periods.

	Payments Due by Period
	(amounts in thousands)
			Less than 1						After 5
Contractual Obligation	Total		year		1-3 years		4-5 years		years
Operating Leases	$	3,464	$	653	$	1,313	$	1,234	$	264

ACE*COMM has commercial commitments of an accounts receivable backed line of credit that expired July 1, 2003 and was renewed on July 31, 2003. $0.4 million was outstanding as of June 30, 2003. ACE*COMM also has issued standby letters of credit for security deposits for office space and to guarantee service contracts and is summarized in the following table. The standby letters of credit have a one-year term and renew annually.

	Amount of Commitment Expiration Per Period
	Total
	Amounts		Less than 1						Over 5
Other Commercial Commitments	Committed		year		1-3 years		4-5 years		years
Standby Letters of Credit	$	464,000	$	464,000	$	—	$	—	$	—

     Line of Credit

ACE*COMM has a loan and security agreement with Silicon Valley Bank, renewed effective July 31, 2003 for a one year period. Under this agreement, ACE*COMM may borrow based upon the amount of its approved borrowing base of eligible accounts receivable, up to a maximum of $3.5 million. The line of credit has sub limits of $500,000 for letters

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of credit and $1.25 million for U.S. Export Import Bank usage. ACE*COMM can draw up to 80% of its eligible accounts receivable under the master line, and up to 90% of its eligible foreign accounts receivable under the U.S. Export Import Bank sub limit line. Amounts borrowed bear interest at a rate equal to the bank’s prime rate plus 200 basis points per annum, with a minimum rate of 4.75% per annum, charged on the average daily balance of advances outstanding, payable monthly and calculated on a 360-day year basis. ACE*COMM also pays certain costs and expenses of the bank in administering the line, and paid non-refundable fees of $31,250 in 2002 and $41,250 in 2003. The receivables comprising the borrowing base must not be more than 90 days aged, must not be in dispute, and must conform to other eligibility requirements. ACE*COMM’s obligations under the Agreement are secured by a security interest in all of ACE*COMM’s assets and intellectual property. Advances made to ACE*COMM are payable in full upon demand in the event of default under the agreement. As of September 16, 2003, there were outstanding borrowings of $220,000 under this agreement, and an eligible borrowing base of $275,000.

The loan and security agreement with Silicon Valley Bank replaced a prior agreement with the Bank, which enabled ACE*COMM to borrow against recently acquired equipment and fixed assets.

Financial covenants under the loan and security agreement require ACE*COMM to maintain a minimum tangible net worth covenant which must be complied with on a monthly basis and to maintain a $750,000 monthly unrestricted cash requirement.

Under the terms of its corporate headquarters’ office lease, ACE*COMM maintains a letter of credit under its line of credit with the Bank, which names the landlord as the sole beneficiary and which may be drawn on by the landlord in the event of a monetary default by ACE*COMM under the lease. The letter of credit required under the lease for fiscal year 2003 is $135,000. The letter of credit will decrease in fiscal year 2005 to $124,333 and will continue to decrease annually thereafter through fiscal year 2008. As of the date of this filing, ACE*COMM was not subject to any draw against this letter of credit by the landlord. ACE*COMM also maintains other customer related letters of credit issued by the Bank to support specific terms and conditions of customer orders. The aggregate of these customer related letters of credit total approximately $329,000 at June 30, 2003 and they, too, are secured under ACE*COMM’s line of credit with the Bank.

     Liquidity Position

ACE*COMM has no significant commitments for capital expenditures at June 30, 2003, had $1.6 million of cash on hand at June 30, 2003 and has borrowing availability under its line of credit. ACE*COMM believes that these factors, excluding any cash resources from the pending i3 Mobile merger, will support ACE*COMM’s working capital requirements for the next twelve months.

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	None.
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	ACE*COMM’s Financial Statements, together with the independent accountants’ reports thereon, appear at pages F-1 through F-19 of this Form 10-K.
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
	On June 30, 2003, ACE*COMM filed on Form 8-K, announcing that ACE*COMM engaged the services of Grant Thornton, LLP as its new independent auditors, replacing Ernst & Young LLP. We had no disagreements with Ernst & Young LLP on matters related to accounting and financial disclosure.

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ITEM 9A. DISCLOSURE OF CONTROLS AND PROCEDURES

ACE*COMM’s management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of ACE*COMM’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) (the “Exchange Act”) as of the end of the period covered by this report. Based upon that evaluation, ACE*COMM’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that, ACE*COMM’s disclosure controls and procedures are effective in timely alerting them to any material information relating to ACE*COMM and its subsidiaries required to be included in ACE*COMM’s Exchange Act filings.

There were no significant changes made in ACE*COMM’s internal controls over financial reporting that occurred during ACE*COMM’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, ACE*COMM’s internal control over financial reporting.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

Name of
Director			Director		Class of
or Nominee	Age		Since		Director	Recent Business Experience
George T. Jimenez		67		1983	III	Chief Executive Officer of ACE*COMM since 1996, and Treasurer from 1983 to present. President from 1983 to September 1999 and July 2001 to present. Mr. Jimenez has been Chairman of the Board of Directors since 1983.
Paul G. Casner, Jr.		65		1983	II	Executive Vice President, Chief Operating Officer of DRS Technologies, Inc., a defense electronics corporation, since June 2000. Executive Vice President, Operations, DRS, from December 1998 to May 2000; President of DRS Electronic Systems Group, a division of DRS Technologies, from 1994 to 1998; and Chairman and Chief Executive Officer of Technology Applications & Service Company from March 1991 to September 1993.
Gilbert A. Wetzel		71		1992	I	Managing Director, Mayer & Associates, a human resources consulting firm, since 1999. Executive Vice President, Right Management Consultants, from 1994 to 1999; retired Chairman and Chief Executive Officer of Bell of Pennsylvania and Diamond State Telephone and founder and retired Chief Executive Officer of Geographic Business Publishers, Inc.
Harry M. Linowes		75		1999	I	Business management consultant. Senior Partner (1992 to retirement in 1996) and a Managing Partner (1986 to 1992) of BDO Seidman, Accountants and Consultants.

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Executive Officers

Name	Age		Current Position
George T. Jimenez		67	Chairman of the Board, Chief Executive Officer, President and Treasurer
Joseph A. Chisholm		62	Senior Vice President and Chief Operating Officer
Steven R. Delmar		47	Senior Vice President and Chief Financial Officer
Loretta L. Rivers		46	Corporate Secretary and Director of Human Resources

George T. Jimenez is the Chief Executive Officer of ACE*COMM and has served as Treasurer and a Director of ACE*COMM since its inception in 1983. Mr. Jimenez served as President from 1983 to September 1999 and July 2001 to the present.

Joseph A. Chisholm joined ACE*COMM in February 2001 as Vice President of Engineering, and was named Chief Operating Officer in August 2001. In January 2003, Mr. Chisholm was also named a Senior Vice President. Mr. Chisholm served as Vice President of Engineering and Operations for GE Capital Spacenet Services from 1994 until his retirement in 1998.

Steven R. Delmar joined ACE*COMM as a consultant in July 2001 and was appointed the Chief Financial Officer as of October 1, 2001. In January 2003, Mr. Delmar was also named a Senior Vice President. Prior to joining ACE*COMM, Mr. Delmar held various executive positions with Microlog Corporation, a communications software company, including fifteen years as Executive Vice President and Chief Financial Officer. He was most recently co-President and a Director of Microlog.

Loretta L. Rivers has been Corporate Secretary since 1989 and was also named Director of Human Resources in January 2001. Ms. Rivers has served in various capacities with ACE*COMM since its inception in 1983.

Martin Demers, who was elected as Senior Vice President and Chief Marketing Officer on November 14, 2000 and held various senior positions since joining ACE*COMM in 1996, left ACE*COMM on August 29, 2003.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires ACE*COMM’s officers and directors, and persons who own more than ten percent of a registered class of ACE*COMM’s equity securities, to file reports of ownership and changes in ownership of such securities with the Securities and Exchange Commission and the Nasdaq. Officers, directors and greater than ten-percent beneficial owners are required by applicable regulations to furnish ACE*COMM with copies of all Section 16(a) forms they file.

Based solely upon a review of the copies of the forms furnished to ACE*COMM, or written representations from certain reporting persons that no Forms 5 were required, we believe that all filing requirements applicable to our officers and directors and ten-percent beneficial owners were complied with during the 2003 fiscal year except that (i) a Form 4, covering a single transaction, was filed late by Mr. Jimenez, and (ii) a Form 4, covering a single transaction, was filed late by Ms. Rivers.

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ITEM 11.      EXECUTIVE COMPENSATION

Cash Compensation

Cash compensation paid or accrued for services in all capacities for 2001, 2002 and 2003 fiscal years for the Chief Executive Officer and each of the other three most highly compensated executive officers of ACE*COMM for fiscal 2003 whose salary and bonus exceeded $100,000 (the “Named Executive Officers”) is set forth in the following table.

Summary Compensation Table

									Long-Term
									Compensation
	Annual Compensation(1)								Awards
							Other		Number of			All
Name							Annual		Shares			Other
And	Fiscal						Compen-		Underlying			Compen-
Principal Position	Year		Salary(2)		Bonus		sation(3)		Options			sation(4)
George T. Jimenez		2003	$	173,769	$	0	$	0		0		$	11,171
Chairman of the Board,		2002		191,846		0		0		32,545			11,171
Chief Executive Officer,		2001		200,000		0		0		9,650			11,171
President and Treasurer
Joseph A. Chisholm(5)		2003		130,327		0		0		0			0
Senior Vice President and		2002		144,462		8,491		0		119,409	(6)		0
Chief Operating Officer		2001		—		—		—		—			—
Steven R. Delmar(7)		2003		152,048		0		0		0			0
Senior Vice President and		2002		124,115		0		0		120,977	(6)		0
Chief Financial Officer		2001		—		—		—		—			—
Martin Demers(8)		2003		153,640		0		0		90,000	(6)		1,230	(9)
Senior Vice President and		2002		164,783		16,799		0		30,663			4,522	(9)
Chief Marketing Officer		2001		169,185		21,782		0		41,688			84,751	(9)

     (1)     Includes salary deferrals under ACE*COMM’s 401(k) plan.

     (2)     Reflects a voluntary reduction in salary starting in February 2002, for each of the named executive officers.

     (3)     Does not include perquisites and personal benefits aggregating less than 10% of the officer’s salary and bonus.

     (4)     Consists of, as to all years, amounts paid in connection with a life insurance policy and disability insurance for Mr. Jimenez. For fiscal 2003, $6,975 was paid for life insurance and $4,196 was paid for disability insurance.

     (5)     Mr. Chisholm was elected an executive officer effective August 21, 2001.

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     (6)     Of these shares, 90,000 each were granted to Messrs. Chisholm, Delmar and Demers, respectively, as one-time grants, in connection with promotion or hiring.

     (7)     Reflects compensation beginning October 1, 2001, when Mr. Delmar joined ACE*COMM.

     (8)     Mr. Demers was elected an executive officer effective November 14, 2000. Mr. Demers left ACE*COMM on August 29, 2003.

     (9)     Comprises commissions paid to Mr. Demers in the respective fiscal years.

Option Grants

     The following table shows, as to the Named Executive Officers, the options to purchase Common Stock granted by ACE*COMM in fiscal 2003.

Option Grants in Last Fiscal Year

	Individual Grants
	Number of Shares Underlying			Percentage of Total Options Granted to		Exercise				Potential Realizable Value at Assumed Rates of Stock Price Appreciation for Option Term(1)
	Options			Employees in		Price Per		Expiration
	Granted			Fiscal 2003		Share		Date		0%		5%		10%
George T. Jimenez		0			—		—		—		—		—		—
Joseph A. Chisholm		0			—		—		—		—		—		—
Steven R. Delmar		0			—		—		—		—		—		—
Martin Demers		90,000	(2)		32.03	$	1.34		10/4/12	$	0	$	0	$	0

     (1)     Amounts are based on the 0%, 5%, and 10% annual compounded rates of appreciation of the Common Stock price from the date of grant, prescribed by the Securities and Exchange Commission, and are not intended to forecast future appreciation of ACE*COMM’s Common Stock. The prices of the Common Stock, assuming such annual compounded rates of appreciation over the term of the option, would be as follows:

Exercise price	Term of Option	0%		5%		10%
$1.34	10 years	$	0	$	2.18	$	3.48

     (2)     Option granted in connection with promotion to officer. Option shares are fully vested on the date of grant and remain exercisable through the term of the option, provided the officer continues to be employed by ACE*COMM. Mr. Demers left ACE*COMM on August 29, 2003 and his options expire on November 29, 2003.

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Fiscal 2003 Stock Option Exercises and Year-End Option Values

The following table shows, as to the Named Executive Officers, the information concerning exercises of stock options in the last fiscal year and 2003 fiscal year-end option values.

Fiscal 2003 Stock Option Exercises and Year-End Option Values

	Shares Acquired on		Value		Number of Shares Underlying Unexercised Options at Fiscal Year-End			Value of Unexercised In-the-Money Options at Fiscal Year-End(2)
Name	Exercise		Realized(1)		Exercisable/Unexercisable			Exercisable/Unexercisable
George T. Jimenez		0	$	0		56,675	72,549	$	0	$	0
Joseph A. Chisholm		0		0		46,076	83,333		0		0
Steven R. Delmar		0		0		40,977	80,000		0		0
Martin Demers		0		0		138,101	57,000		0		0

(1)	Value realized represents the positive spread between the respective exercise prices of the exercised options and the fair market value per share on the respective dates of exercise.
(2)	Value for “in-the-money” options represent the positive spread between the respective exercise prices of outstanding options and the market price on June 30, 2003.

Employment Contracts, Termination of Employment and Change-of-Control Arrangements

ACE*COMM does not have any employment agreements with officers.

Compensation of Directors

Outside directors receive $12,000 each per fiscal year ($16,000 in the case of the Chairman of the Audit Committee), payable in quarterly installments, and are reimbursed for their travel expenses in attending board and committee meetings. In addition, upon his election or appointment to serve, each outside director receives an option to purchase 3,000 shares (4,000 shares in the case of the Chairman of the Audit Committee) of ACE*COMM’s common stock for each year such director is elected or appointed to serve, at an exercise price equal to the fair market value on the date of grant, pursuant to the 2000 Stock Option Plan for Directors. Each option granted becomes exercisable in installments of one-third of the option shares on each anniversary of the date of grant, provided that the option holder still serves as a director on such date or, if he ceases to be a director (other than by reason of termination for cause) within 45 days prior to such date, he has served as a director for at least 12 consecutive months as of such date. Each option expires upon the earlier of five years from the date of grant, the expiration of six months following death, resignation or removal other than for cause, and, immediately, upon removal of a director for cause.

Compensation Committee Interlocks and Insider Participation

ACE*COMM’s Compensation Committee is composed of three non-employee directors: Messrs. Casner, Linowes and Wetzel. No current member of the Compensation Committee is an officer or employee of ACE*COMM.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

	Amounts and Nature of			Percent of Outstanding
Name and Address(1)	Ownership			Shares
Directors, Nominees and Named Executive Officers
George T. Jimenez		1,968,108	(2)		19.83	%
Paul G. Casner, Jr.		45,000	(3)		*
Harry M. Linowes		35,000	(4)		*
Gilbert A. Wetzel		86,000	(5)		*
Joseph A. Chisholm		82,076	(6)		*
Steven R. Delmar		75,977	(7)		*
Martin Demers		146,401	(8)		1.46
All Directors, Nominees and Executive Officers as a group (8 persons)		2,489,519	(9)		25.23
Other 5% Stockholders
Public School Employees’ Retirement System
5 North 5th Street
Harrisburg, PA 17108-0125		511,265	(10)		5.18

* Less than one percent of stock outstanding.

(1)	Unless otherwise indicated, the address is c/o ACE*COMM Corporation, 704 Quince Orchard Road, Gaithersburg, Maryland 20878 and the designated owner has voting and investment power with respect to the shares.
(2)	Includes 59,892 shares issuable upon the exercise of options. Does not include 950 shares held by his mother-in-law, as to which his wife has voting and investment power and as to which Mr. Jimenez disclaims beneficial ownership.
(3)	Includes 25,000 shares issuable upon the exercise of options.
(4)	Includes 28,000 shares issuable upon the exercise of options. Does not include 100 shares held by his wife in a retirement account, as to which his wife has sole voting and investment power and as to which Mr. Linowes disclaims beneficial ownership.
(5)	Includes 19,000 shares issuable upon the exercise of options.
(6)	Includes 76,076 shares issuable upon the exercise of options.

-34-

(7)	Includes 70,977 shares issuable upon the exercise of options.
(8)	Includes 138,101 shares issuable upon the exercise of options.
(9)	Includes 443,380 shares issuable upon the exercise of options. Includes only shares held individually or through trusts.
(10)	Information based on corporate records.

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                      None

-35-

PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1)     INDEX TO FINANCIAL STATEMENTS

             The following Financial Statements of the Registrant are filed as part of this report:

	Page
Reports of Independent Auditors		F-2
Balance Sheets as of June 30, 2003 and 2002		F-4
Statements of Operations for the years ended June 30, 2003, 2002 and 2001		F-5
Statements of Stockholders’ Equity for the years ended June 30, 2003, 2002 and 2001		F-6
Statements of Cash Flows for the years ended June 30, 2003, 2002 and 2001		F-7
Notes to Financial Statements		F-8

(a)(2)     FINANCIAL STATEMENT SCHEDULES

Except for the schedule listed below, all other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

Schedule II – Valuation and Qualifying Accounts S-1

(a)(3)     EXHIBITS

3.5	(A)	Articles of Amendment and Restatement dated August 19, 1996.
3.6	(A)	By-laws of ACE*COMM as amended to date.
4.1	(A)	Form of Specimen of Common Stock Certificate.
10.1	(D)	Lease Between New Boston Fund and ACE*COMM as Tenant dated December 30, 2002
10.13	(B)*	Form of Non-Qualified Stock Option Grant Agreement (certain executive officers - fiscal 1997)
10.14	(B)*	Form of Non-Qualified Stock Option Grant Agreement (certain executive officers - fiscal 1997)
10.35	(C)*	2000 Stock Option Plan for Directors
23.1	(D)	Consent of Grant Thornton LLP, independent auditors
23.2	(D)	Consent of Ernst & Young LLP, independent auditors
31.1	(D)	Certification of Chief Executive Officer
31.2	(D)	Certification of Chief Financial Officer
32	(D)	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

-36-

(A)	Incorporated by reference to the identically numbered exhibit filed as an exhibit to ACE*COMM’s Registration Statement on Form S-1, File No. 333-25439
(B)	Incorporated by reference to the identically numbered exhibit filed as an exhibit to ACE*COMM’s Form 10-K, filed October 1, 1997.
(C)	Incorporated by reference to ACE*COMM’s Proxy Statement, dated October 17, 2000.
(D)	Filed herewith

* Identifies exhibit that consists of or includes a management contract or compensatory plan or arrangement.

(b)	REPORTS ON FORM 8-K
	During the period covered by this report, ACE*COMM filed the following reports on Form 8-K:

Date Filed	Item Reported On
June 30, 2003	On June 24, 2003, ACE*COMM Corporation issued a press release dismissing its independent auditors, Ernst & Young LLP, and engaged the services of Grant Thornton, LLP as its new independent auditors.
August 3, 2003	On August 4, 2003 ACE*COMM Corporation issued a press release announcing that it has entered into a non-binding Letter of Intent with i3 Mobile, Inc. to enter into a merger.
September 17, 2003	On September 15, 2003 ACE*COMM Corporation issued a press release announcing that it had signed a definitive agreement to merge with i3 Mobile, Inc., and announcing it fourth quarter and fiscal 2003 year end results.

-37-

SIGNATURES

     Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ACE*COMM CORPORATION
By:	/s/ George T. Jimenez
	George T. Jimenez
	Chief Executive Officer
Date: September 29, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Name	Title	Date
/s/ George T. Jimenez (George T. Jimenez)	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	September 29, 2003
/s/ Steven R. Delmar (Steven R. Delmar)	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	September 29, 2003
/s/ Paul G. Casner, Jr. (Paul G. Casner, Jr.)	Director	September 29, 2003
/s/ Gilbert A. Wetzel) (Gilbert A. Wetzel)	Director	September 29, 2003
/s/ Harry M. Linowes (Harry M. Linowes)	Director	September 29, 2003

-38-

ACE*COMM CORPORATION

INDEX TO FINANCIAL STATEMENTS

      The following Financial Statements of the Registrant are filed as part of this report:

	Page
Reports of Independent Auditors		F-2
Balance Sheets as of June 30, 2003 and 2002		F-4
Statements of Operations for the years ended June 30, 2003, 2002 and 2001		F-5
Statements of Stockholders’ Equity for the years ended June 30, 2003, 2002 and 2001		F-6
Statements of Cash Flows for the years ended June 30, 2003, 2002 and 2001		F-7
Notes to Financial Statements		F-8

F-1

REPORT OF GRANT THORNTON LLP, INDEPENDENT AUDITORS

To the Board of Directors and Stockholders
     of ACE*COMM Corporation

We have audited the accompanying balance sheets of ACE*COMM Corporation as of June 30, 2003 and the related statements of operations, stockholders’ equity, and cash flows for the year ended June 30, 2003. These financial statements and schedule are the responsibility of ACE*COMM’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform our audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ACE*COMM Corporation at June 30, 2003, and the results of its operations and its cash flows for the year ended June 30, 2003, in conformity with accounting principles generally accepted in the United States of America.

We have also audited Schedule II for the year ended June 30, 2003. In our opinion, this schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information therein.

/s/ Grant Thornton LLP

Vienna, VA
August 22, 2003

F-2

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Board of Directors and Stockholders
     of ACE*COMM Corporation

We have audited the accompanying balance sheet of ACE*COMM Corporation as of June 30, 2002 , and the related statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended June 30, 2002. Our audits also included the financial statement schedule listed in the index at Item 15(a). These financial statements and schedule are the responsibility of ACE*COMM’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform our audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ACE*COMM Corporation at June 30, 2002, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2002, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

McLean, VA

August 12, 2002

F-3

ACE*COMM CORPORATION

BALANCE SHEETS

(in thousands except share and per share amounts)

			June 30,
			2003			2002
Assets
Current assets:
	Cash and cash equivalents		$	1,570		$	3,530
	Accounts receivable, net			4,825			3,866
	Inventories, net			700			1,122
	Prepaid expenses and other			265			211
		Total current assets		7,360			8,729
Property and equipment, net				875			1,659
Other assets				9			14
		Total assets	$	8,244		$	10,402
Liabilities and Stockholders’ Equity
Current liabilities:
	Borrowings		$	433		$	209
	Accounts payable			636			663
	Accrued expenses			341			582
	Accrued compensation			706			1,340
	Deferred revenue			1,303			1,233
		Total current liabilities		3,419			4,027
	Other liabilities			—			44
		Total liabilities		3,419			4,071
Commitments and contingencies (Note 12)
Stockholders’ equity:
	Preferred stock, $.01 par value, 5,000,000 shares authorized, none issued and outstanding
	Common stock, $.01 par value, 45,000,000 shares authorized, 9,807,440 and 9,328,044 shares issued and outstanding			98			93
	Additional paid-in capital			21,933			21,462
	Accumulated deficit			(17,206	)		(15,224	)
		Total stockholders’ equity		4,825			6,331
		Total liabilities and stockholders’ equity	$	8,244		$	10,402

The accompanying notes are an integral part of these financial statements.

F-4

ACE*COMM CORPORATION

STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

		Years Ended June 30,
		2003			2002			2001
Revenue		$	13,794		$	18,094		$	24,179
Cost of revenue			7,539			9,112			13,335
Gross profit			6,255			8,982			10,844
Selling, general and administrative expense			7,861			12,231			16,157
Research and development expense			347			780			1,650
Loss from operations			(1,953	)		(4,029	)		(6,963	)
Interest (income) expense, net			29			(41	)		(36	)
Loss before income tax provision			(1,982	)		(3,988	)		(6,927	)
Income tax provision			—			—			—
Net loss		$	(1,982	)	$	(3,988	)	$	(6,927	)
Basic net loss per share		$	(0.21	)	$	(0.43	)	$	(0.75	)
Diluted net loss per share		$	(0.21	)	$	(0.43	)	$	(0.75	)
Shares used in computing net loss per share:
	Basic		9,557			9,308			9,230
	Diluted		9,557			9,308			9,230

The accompanying notes are an integral part of these financial statements.

F-5

ACE*COMM CORPORATION

STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

		Common Stock
								Additional
								Paid-In			Accumulated
		Shares			Par Value			Capital			Deficit			Total
Balance, June 30, 2000			9,181		$	92		$	21,136		$	(4,309	)	$	16,919
	Exercise of common stock options		36			—			158			—			158
	Employee stock purchase plan		47			1			106			—			107
	Net loss for the year ended June 30, 2001		—			—			—			(6,927	)		(6,927	)
Balance, June 30, 2001			9,264			93			21,400			(11,236	)		10,257
	Employee stock purchase plan		68			1			65			—			66
	Stock repurchases		(4	)		(1	)		(3	)					(4	)
	Net loss for the year ended June 30, 2002		—			—			—			(3,988	)		(3,988	)
Balance, June 30, 2002			9,328			93			21,462			(15,224	)		6,331
	Employee stock purchase plan		49			—			37			—			37
	Stock repurchases		(45	)		—			(36	)		—			(36	)
	Issuance of Common Stock		475			5			470						475
	Net loss for the year ended June 30, 2003		—			—			—			(1,982	)		(1,982	)
Balance, June 30, 2003			9,807		$	98		$	21,933		$	(17,206	)	$	4,825

The accompanying notes are an integral part of these financial statements.

F-6

ACE*COMM CORPORATION

STATEMENTS OF CASH FLOWS

(in thousands)

			Years ended June 30,
			2003			2002			2001
Cash flows from operating activities:
Net loss			$	(1,982	)	$	(3,988	)	$	(6,927	)
Adjustments to reconcile net loss to net cash (used for) provided by operating activities:
		Depreciation and amortization		876			1,248			1,752
		Provision for doubtful accounts		120			701			812
		Loss on disposal of property and equipment		22			34			12
Changes in operating assets and liabilities:
		Accounts receivable		(1,079	)		36			6,403
		Inventories, net		422			238			509
		Prepaid expenses and other assets		(49	)		312			240
		Accounts payable		(27	)		424			(1,299	)
		Accrued liabilities		(875	)		(402	)		(357	)
		Deferred revenue		70			(268	)		731
		Other liabilities		(44	)		(69	)		(49	)
Net cash (used for) provided by operating activities				(2,546	)		(1,734	)		1,827
Cash flows from investing activities:
Proceeds from sale of equipment				8
Purchases of property and equipment				(122	)		(268	)		(502	)
Net cash used for investing activities				(114	)		(268	)		(502	)
Cash flows from financing activities:
Borrowings (payments)				224			(272	)		(145	)
Principal payments under capital lease obligation				—			(28	)		(61	)
Proceeds from exercise of common stock options				—			—			158
Proceeds from common stock issued				475			—			—
Repurchase of common stock				(36	)		(4	)		—
Proceeds from employee stock purchase plan				37			66			107
Net cash provided by (used for) financing activities				700			(238	)		59
Net (decrease) increase in cash and cash equivalents				(1,960	)		(2,240	)		1,384
Cash and cash equivalents at beginning of year				3,530			5,770			4,386
Cash and cash equivalents at end of year			$	1,570		$	3,530		$	5,770
Supplemental disclosure of cash flow information:
	Cash paid during the period for:
		Interest	$	44		$	50		$	195
		Income taxes	$	—		$	—		$	9

The accompanying notes are an integral part of these financial statements.

F-7

ACE*COMM CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION

      ACE*COMM Corporation (the “Company”), incorporated in Maryland in 1983, delivers enterprise telemanagement applications and advanced Convergent Mediation™ solutions to wired and wireless voice, data, and Internet communications providers. ACE*COMM’s technology enables the capture, security, validation, correlation, augmentation, and warehousing of data from network elements and distributes it in appropriate formats to OSS (“Operations Support Systems”) and BSS (“Business Support Systems”) operations. ACE*COMM’s products are tailored to each customer’s needs, providing the capabilities to extract knowledge from their networks — knowledge they use to reduce costs, accelerate time-to-market for new products and services, generate new sources of revenue, and push forward with next-generation initiatives.

      ACE*COMM has incurred significant net losses from operations during fiscal years 2001, 2002, and 2003 primarily due to decreased demand for its products from the North American telecommunications market. As a result of declining revenues, ACE*COMM has initiated numerous cost reduction measures which have significantly lowered operating expenses. Additionally, ACE*COMM has developed contingency plans to reduce expenses further, should revenues decline below projected levels.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

      The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Significant estimates inherent in the preparation of the accompanying financial statements include: management’s forecasts of contract costs and progress toward completion, which are used to determine revenue recognition under the percentage-of-completion method; estimates of allowances for doubtful accounts receivable and inventory obsolescence; tax valuation allowances; and estimates of the net realizable value of capitalized software development costs.

Revenue recognition

      ACE*COMM derives revenues primarily from products, where a combination of hardware, proprietary software, and services are offered to customers. These products are typically formalized in a multiple element arrangement involving significant modification or customization of the underlying software and implementation services. ACE*COMM’s software licenses to end-users generally provide for an initial license fee to use the product in perpetuity. Under certain contracts, ACE*COMM licenses its software to resellers for subsequent modification and resale. Our customers, including resellers, do not possess the right to return or exchange products.

      More frequently, ACE*COMM enters into a multiple element arrangement that does not involve significant modification or customization of the related software. In these instances, ACE*COMM recognizes revenue in accordance with AICPA Statement of Position 97-2, “Software Revenue Recognition,” and allocates revenue to each element of the arrangement based on objective evidence of the element’s fair value based on internal price listings developed by ACE*COMM. Revenue is recognized upon delivery (i.e., transfer of title), when a signed agreement exists, the fee is fixed and determinable, and collection of the resulting receivable is probable.

      In situations when ACE*COMM’s products involve significant modification or customization of software, or when ACE*COMM’s systems integration and product development are essential to the functionality of the software, revenues relating to the software licenses and services are aggregated and the combined revenues are recognized on a percentage-of-completion basis. The hardware revenue on these contracts is recognized upon transfer of title. Revenue recognized using the percentage-of-completion method

F-8

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

is based on the estimated stage of completion of individual contracts determined on a cost or level of efforts basis.

      While ACE*COMM occasionally sells unbundled services, most of ACE*COMM’s services are delivered in conjunction with ACE*COMM’s products. Revenue from technical customer support and maintenance services is recognized ratably over the term of the related agreement, generally one year. Revenue from consulting services is recognized on a time and material basis, as the services are performed. Revenue from outsourcing or service bureau services is recognized on a per-unit-of-volume basis as the services are performed.

      Revenue related to obligations to provide post contract customer support is unbundled from the license and recognized ratably over the term of the agreement.

      Payments received for revenues not yet recognized are reflected as deferred revenue in the accompanying balance sheets. Revenue recognized prior to the scheduled billing date of an item is reflected as unbilled accounts receivable.

Cash and cash equivalents

      ACE*COMM considers all investments with an original maturity of three months or less to be cash equivalents.

Inventories

      Inventories consist principally of purchased materials to be used in the production of finished goods and are stated at the lower of cost, determined on the first-in, first-out (FIFO) method, or market.

Property and equipment

      Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows: equipment and vehicles — 7 years; computer equipment — 3 to 7 years. Leasehold improvements are amortized on a straight-line basis over the shorter of the improvements’ estimated useful lives or related remaining lease terms. Maintenance and repair costs are charged to current earnings. Long-lived assets held and used by ACE*COMM are reviewed for impairment whenever changes in circumstances indicate the carrying value of an asset may not be recoverable.

Capitalized software development costs

      ACE*COMM owns certain proprietary rights to computer software systems that ACE*COMM has either developed or purchased and licensed to customers. Purchased computer software and the related copyrights are capitalized at their costs.

      Research and development costs are expensed as incurred. However, ACE*COMM capitalizes computer software development costs incurred after technological feasibility of a product is established through the time when the product is available for release to customers. Capitalized software and purchased technology costs are amortized on a product by product basis based on the greater of the ratio of current sales to estimated total future sales or a straight-line basis over the remaining estimated economic life of the product, not exceeding 3 years. ACE*COMM periodically evaluates its capitalized software costs for recoverability against anticipated future revenues, and writes down or writes off capitalized software costs if recoverability is in question.

Earnings per share

      Basic earnings per share exclude dilution and is computed by dividing net (loss) income by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution

F-9

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

Income taxes

      ACE*COMM accounts for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance reduces deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Reclassifications

      Certain prior year information has been reclassified to conform to the current year’s presentation.

Fair value of financial instruments

      The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short maturity of these items.

      The carrying amounts of debt issued pursuant to ACE*COMM’s bank credit agreements approximate fair value because the interest rates on these instruments change with market interest rates.

Foreign Currency

      The Company’s functional currency for all operations and foreign transaction is the U.S. dollar. Gains and losses from the translation of foreign currency into U.S. dollars are included in current results of operations. Gains and losses resulting from foreign currency transactions are also included in current results of operations.

Recently Issued Accounting Pronouncements

      In April 2002, the FASB issued SFAS 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” SFAS 145 rescinds certain standards and modifies certain standards related to the extinguishment of debt and sale-leaseback transactions. The provisions of SFAS 145 are generally effective after May 15, 2002. The adoption of this standard is not expected to have a material effect on the financial statements of the Company.

      In January 2003, the FASB issued Interpretation Number 46, Consolidation of Variable Interest Entities (“FIN 46”). This interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements, addresses consolidation by business enterprises of variable interest entities. Under current practice, two enterprises generally have been included in consolidated financial statements because one enterprise controls the other through voting interests. FIN 46 defines the concept of “variable interests” and requires existing unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among the parties involved. This interpretation applies immediately to variable interest entities created after January 31, 2003. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. The interpretation may be applied prospectively with a cumulative-effect adjustment as of the date on which it is first applied or by restating previously issued financial statements for one or more years with a cumulative-effect adjustment as of the beginning of the first year restated. Adoption of this standard is not expected to have a material effect on the Company’s financial statements.

      In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies accounting and reporting for

F-10

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

derivative instruments and hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 149 is effective for derivative instruments and hedging activities entered into or modified after June 30, 2003, except for certain forward purchase and sale securities. For these forward purchase and sale securities, SFAS No. 149 is effective for both new and existing securities after June 30, 2003. Adoption is not expected to have a material impact on the Company’s financial statements.

      In May 2003, the Financial Accounting Standards Board (FASB) issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 establishes standards for issuer classification and measurement of certain financial instruments with characteristics of both liabilities and equity. Instruments that fall within the scope of SFAS No. 150 must be classified as a liability. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003. For financial instruments issued on or before May 31, 2003, SFAS No. 150 is effective for the Company in the first quarter of fiscal year 2004. Adoption of this standard is not expected to have a material effect on the Company’s financial statements.

Stock Based Compensation

      The Company generally applies Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees”, and related interpretations in accounting for stock options and presents pro forma net income and earnings per share data as if the accounting prescribed by Statement of Financial Accounting Standards No. 123, “Accounting for Stock Based Compensation” had been applied. The Company also applies the provisions of FIN 44, “Accounting for Certain Transactions Involving Stock Compensation”, as required when modifications and other provisions cause the application of variable accounting which calls for the periodic measurement of compensation expense based on the difference in the exercise price and the underlying value of the related stock.

      Had compensation cost been recognized based on the fair values of options at the grant dates consistent with the provisions of SFAS No. 123, the Company’s net loss and basic and diluted net loss per common share would have been changed to the following pro forma amounts:

			Year ended June 30,
			(in thousands, except per share amounts)
			2003			2002			2001
Net loss			$	(1,982	)	$	(3,988	)	$	(6,927	)
	Add: Total stock-based compensation expense reported in net loss			—			—			—
	Deduct: Total stock-based compensation expense determined under fair value based method for all awards*			(890	)		(1,489	)		(1,905	)
Pro forma net loss			$	(2,872	)	$	(5,477	)	$	(8,832	)
Earnings per share:
	Basic and diluted – as reported		$	(0.21	)	$	(0.43	)	$	(0.75	)
	Basic and diluted – pro forma		$	(0.30	)	$	(0.59	)	$	(0.96	)
Weighted average shares:
		Weighted average common shares outstanding –  Basic		9,557			9,308			9,230
		Weighted average common shares outstanding –  Diluted		9,557			9,308			9,230

*  All awards refers to awards granted, modified, or settled in fiscal periods beginning after December 15, 1994 — awards for which the fair value was required to be measured under Statement 123.

F-11

NOTE 3 — ACCOUNTS RECEIVABLE

      Accounts receivable consist of the following (in thousands):

	June 30,
	2003			2002
Billed	$	2,914		$	1,908
Unbilled		2,129			2,563
Allowance for doubtful accounts		(218	)		(605	)
	$	4,825		$	3,866

      Unbilled receivables include costs and estimated profit on contracts in progress that have been recognized as revenue but not yet billed to customers under the provisions of specific contracts. Substantially all unbilled receivables are expected to be billed and collected within one year. ACE*COMM recorded a provision for doubtful accounts of $120,000, credited the allowance for recoveries of $14,000 and wrote-off $521,000 in uncollected accounts during the year ended June 30, 2003. During the year ended June 30, 2002, ACE*COMM recorded a provision for doubtful accounts of $701,000 and wrote-off $593,000 in uncollected accounts receivables. During the year ended June 30, 2001, ACE*COMM recorded a provision for doubtful accounts by $812,000, credited the allowance for recoveries of $13,000, and wrote-off $797,000 in uncollected accounts receivables.

NOTE 4 — INVENTORIES

      Inventories consist of the following (in thousands):

	June 30,
	2003			2002
Inventories	$	894		$	1,316
Allowance for obsolescence		(194	)		(194	)
	$	700		$	1,122

      Inventory write-offs during the years ended June 30, 2003, 2002 and 2001 were $120,000, $170,000 and $438,000 respectively.

NOTE 5 — PROPERTY AND EQUIPMENT

      Property and equipment consists of the following (in thousands):

	June 30,
	2003			2002
Lab test equipment	$	137		$	137
Computer equipment		5,852			6,157
Office equipment		822			866
Leasehold improvements		466			464
		7,277			7,624
Less accumulated depreciation and amortization		(6,402	)		(5,965	)
	$	875		$	1,659

      Depreciation expense of property and equipment amounted to $876,000, $1,064,000 and $1,191,000 during the years ended June 30, 2003, 2002 and 2001, respectively.

F-12

NOTE 6 — CAPITALIZED SOFTWARE DEVELOPMENT COSTS

      Capitalized software development costs are fully amortized as of June 30, 2003 and 2002. Amortization expense of capitalized software amounted to $0, $184,000 and $554,000 during the years ended June 30, 2003, 2002 and 2001, respectively.

NOTE 7 — BORROWINGS

      ACE*COMM’s borrowings consist of the following (in thousands):

	June 30,
	2003			2002
Advances from the Loan and Security Agreement with Silicon Valley Bank at Bank prime plus 2%	$	433		$	—
Advances from equipment financing agreement with Silicon Valley Bank, principal plus interest (from 9.28% to 9.98%) due in monthly installments through September 2003		—			220
Total borrowings		433			220
Less current portion		(433	)		(209	)
Noncurrent portion	$	—		$	11

Lines of Credit

      ACE*COMM secured a new Loan and Security Agreement (the “Agreement” or “new Agreement”) with Silicon Valley Bank (the “Bank”) effective on July 2, 2002 replacing a previous accounts receivable purchase agreement with the Bank. Per the Agreement, ACE*COMM may borrow up to $3.5 million through the Bank’s approved borrowing base of eligible accounts receivables. The $3.5 million line has sublimits of $500 thousand for Letters of Credit and $1.25 million for Export Import Bank usage. The Bank will pay an advance rate of 80% of the eligible accounts receivables under the master line, and an advance rate of 90% of the eligible foreign accounts receivables under the Export Import Bank Sublimit line. The costs of this Agreement include an interest rate equal to the Bank’s prime rate plus 200 basis points per annum (with a minimum rate of 4.75% per annum) charged on the average daily balance of advances outstanding, payable monthly and calculated on a 360-day year basis; additionally ACE*COMM is required to pay certain costs and expenses of the Bank in administering the line. The Agreement has a minimum tangible net worth covenant which must be complied with on a monthly basis, the requirement for which was $5.0 million for the months July, 2002 through March, 2003 and $4.3 million, $3.9 million, and $4.8 million respectively for the months April through June, 2003. ACE*COMM’s obligations under the Agreement are secured by a security interest in all of ACE*COMM’s assets and intellectual property. Advances made to ACE*COMM are payable in full upon demand in the event of default under the agreement. As of June 30, 2003, there were outstanding borrowings of $0.43 million under this Agreement. The Agreement has a maturity date of August 11, 2004, at which time all obligations are due and payable in full unless, at the Bank’s discretion, the Agreement is to be renewed and payments against the outstanding amount owed continue in due course. As of September 16, 2003, there were outstanding borrowings of $220,000 under this agreement, and an eligible borrowing base of $275,000.

      On September 30, 2002, ACE*COMM had $0.147 million outstanding on an Equipment Financing Agreement (the “Equipment Agreement”) with the Bank, the principal of which was being paid monthly with an amortized payoff date of September 2003. ACE*COMM elected to draw against the new Agreement and pay the then outstanding amount due under the Equipment Agreement one year ahead of schedule in order to take advantage of the lower interest fees being charged under the new Agreement. The final amount paid on the Equipment Agreement included a payment equal to 6.5% of the value of the initial amount of each advance at the end of the financing period for that advance.

F-13

NOTE 8 — RETIREMENT PLAN

      ACE*COMM has a 401(k) plan available to employees the first full month after commencement of their employment, provided they are at least 21 years of age. ACE*COMM may make contributions to the plan at its discretion. Contributions expensed (forfeitures) by ACE*COMM during the years ended June 30, 2003, 2002, and 2001, were approximately ($47,000), ($25,000) and $141,000 respectively.

NOTE 9 — INCOME TAXES

      The primary components of ACE*COMM’s net deferred tax assets and liabilities are as follows (in thousands):

		June 30,
		2003			2002
Tax assets:
	Allowance for doubtful accounts	$	83		$	230
	Inventories		305			381
	Accrued expenses		169			217
	Net operating loss carryforwards		10,109			9,900
	Tax credit carryforwards		26			256
	Other		44			11
	Gross deferred tax assets		10,736			10,995
Tax liabilities:
	Income on contracts		(808	)		(998	)
	Depreciation		(30	)		(106	)
	Other		—			(10	)
	Gross deferred tax liabilities		(838	)		(1,114	)
	Net deferred tax asset		9,898			9,881
	Valuation allowance		(9,898	)		(9,881	)
	Net deferred tax	$	—		$	—

      At June 30, 2003, ACE*COMM had net operating loss carryforwards available to offset future taxable income of approximately $26.6 million, which expire from 2006 through 2023. As of June 30, 2003, ACE*COMM also had a alternative minimum tax credit carryforward of approximately $26,000 available to reduce future tax liabilities. These tax credits do not expire.

      Realization of the net deferred tax asset is dependent on generating sufficient taxable income prior to expiration of the loss carryforwards. Based on historical net operating losses and no assurance that ACE*COMM will generate any earnings or any specific level of earnings in future years, ACE*COMM established a valuation allowance on the net deferred assets at June 30, 2003 and 2002. Approximately $5.2 million of the valuation allowance as of both June 30, 2003 and 2002, resulted from the tax benefit of non-qualified stock options that is included within the deferred tax benefit related to net operating loss carryforwards. When the related valuation allowance is released, the tax benefit will be credited directly to equity.

      In 2001, ACE*COMM paid income taxes of $9,000. There were no income taxes paid during 2002 or 2003.

F-14

NOTE 9 — INCOME TAXES, Continued

      The differences between the tax provision calculated at the statutory federal income tax rate and the actual tax provision recorded for each year are as follows (in thousands):

		Years ended June 30,
		2003			2002			2001
Income tax (benefit) provision at statutory rate		$	(674	)	$	(1,247	)	$	(2,355	)
State income taxes net of Federal benefit			(78	)		(228	)		(266	)
Nondeductible expenses			30			33			71
Change in valuation allowance			722			1,442			2,550
	Actual (benefit) provision	$	—		$	—		$	—

NOTE 10 — STOCKHOLDERS’ EQUITY

Employee Stock Purchase Plan

      In 1999, ACE*COMM adopted an Employee Stock Purchase Plan (the “Plan”) to provide a method whereby all employees have an opportunity to acquire a proprietary interest in ACE*COMM through the purchase of shares of common stock. The Plan is implemented through common stock offerings in consecutive offering periods, each constituting a calendar quarter. The option price of the common stock, purchased with payroll deductions made during an offering period, is the lower of 85% of the closing price of the common stock on the first eligible trading day of an offering period or 85% of the closing price of the common stock on the last eligible trading day of an offering period. The maximum number of shares of common stock, which may be issued under the Plan, is 480,000 shares. ACE*COMM issued 49,268, 67,932, and 47,924 shares of common stock under the plan in 2003, 2002, and 2001, respectively.

Stock Repurchases

      During fiscal 2002 and 2003, ACE*COMM repurchased a total of 48,872 shares of common stock at an average per share price of $0.84. During the year ended June 30, 2003, ACE*COMM repurchased 44,872 shares of common stock at an average share price of $0.82. The stock repurchase program expired on September 11, 2002.

Issuance of Common Stock

      In December 2002, a new strategic partner, Westlake Development Company, Inc. acquired 475,000 or 4.86% of ACE*COMM’s common stock at an aggregate purchase price of $475,000. Sales to Westlake during 2003 were $1.2 million. Billed accounts receivable due from Westlake as of June 30, 2003 was $426,000 and is included in the accounts receivable balance on the accompanying financial statements.

Stock Options

Amended and Restated Omnibus Stock Plan (“Omnibus Plan”)

      In connection with the Shareholder-approved Omnibus Plan, ACE*COMM may grant nonqualified and incentive stock options to officers and employees. The exercise price of each option granted under the Omnibus Plan is determined by the Compensation Committee, and is limited to a minimum of the fair market value of ACE*COMM’s Common Stock on the date of grant. The Omnibus Plan also provides for the issuance of restricted or unrestricted stock, stock appreciation rights and phantom stock options. ACE*COMM may grant options under the Omnibus Plan until September 2009.

      The terms of option grants and issuances of restricted stock, stock appreciation rights and phantom stock options, including vesting and exerciseability, are determined by the Compensation Committee of the Board of Directors. Options and phantom stock options granted to date vest either immediately or over a period of one

F-15

NOTE 10 — STOCKHOLDERS’ EQUITY, Continued

to eight years from the date of grant, subject to accelerated vesting in certain events such as a change of control, and expire upon the earlier of the employee’s termination or five or ten years from the date of grant. During the years ended June 30, 2003 and 2001, ACE*COMM did not grant any performance-based options. Certain options and phantom stock options granted in 2002 were further subject to accelerated vesting based on achievement of certain pre-determined performance goals. The pre-determined performance goals were not met for the year ended June 30, 2002. Vested options and phantom stock options become exercisable immediately upon vesting or within three years from the date of grant. As of June 30, 2003, 2002 and 2001, there were outstanding phantom stock options totaling 6,800, 27,800, and 7,882, respectively, and no restricted stock or stock appreciation rights had been granted. Compensation cost associated with the 2003, 2002, and 2001 phantom stock options was immaterial.

Amended and Restated Stock Option Plan for Directors and 2000 Stock Option Plan for Directors (“Directors’ Plan”)

      The Shareholder-approved Directors’ Plan provides for ACE*COMM to grant nonqualified stock options to non-employee members of ACE*COMM’s Board of Directors. The exercise price of each option granted under the Directors’ Plan is limited to a minimum of the fair market value of ACE*COMM’s Common Stock on the date of grant.

      Options granted to Directors subsequent to June 30, 1997, vest 3,000 shares each year from the date of grant. Options granted starting November 2000, vest 3,000 shares each year (4,000 shares in the case of the Chairman of the Audit Committee) from the date of grant. Options become exercisable immediately upon vesting. Options granted under the Directors’ Plan generally expire five years from date of grant.

F-16

NOTE 10 — STOCKHOLDERS’ EQUITY, Continued

      Information relating to all the plans is summarized as follows:

	Omnibus Plan					Directors’ Plan
				Weighted					Weighted
	Number			Avg. Share		Number			Avg. Share
	of Shares			Price		of Shares			Price
Outstanding Options at June 30, 2000		1,753,464		$	5.02		98,500		$	9.01
Granted		457,488			3.48		21,000			3.84
Exercised		(26,550	)		5.42		(9,000	)		1.55
Expired		(483,310	)		4.36		—			—
Outstanding Options at June 30, 2001		1,701,092			4.79		110,500			8.19
Granted		707,169			1.33		9,000			1.22
Exercised		—			—		—			—
Expired		(864,682	)		4.78		(35,500	)		8.18
Outstanding Options at June 30, 2002		1,543,579			3.21		84,000			7.46
Granted		281,000			0.86		—			—
Exercised		—			—		—			—
Expired		(300,485	)		2.29		(9,000	)		17.50
Outstanding Options at June 30, 2003		1,524,094			2.96		75,000			6.25
Options exercisable at June 30, 2001		694,151		$	5.49		51,836		$	9.19
Options exercisable at June 30, 2002		627,297		$	4.06		50,001		$	9.08
Options exercisable at June 30, 2003		803,265		$	3.64		62,000		$	7.01
Options available for granting		955,962					170,000

      The following table summarizes information about stock options outstanding at June 30, 2003:

Options Outstanding								Options Exercisable
				Weighted-
				Average
		Number		Remaining		Weighted-		Number		Weighted-
Range of		Outstanding		Contractual		Average		Exercisable		Average
Exercise Prices		at June 30, 2003		Life (yrs)		Exercise Price		at June 30, 2003		Exercise Price
	$0.00 – $1.78		749,005		8.6	$	1.16		255,461	$	1.34
	$1.79 – $3.55		274,144		6.9		2.05		218,909		2.06
	$3.56 – $5.33		231,171		5.2		4.28		121,017		4.51
	$5.34 – $7.10		246,949		5.5		6.51		205,767		6.53
	$7.11 – $12.43		97,825		3.9		9.76		64,111		10.54
			1,599,094						865,265

F-17

NOTE 10 — STOCKHOLDERS’ EQUITY, Continued

Financial Accounting Standards No. 123

      ACE*COMM measures compensation expense for its stock option plans using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. ACE*COMM recorded no compensation cost associated with stock options in 2003, 2002 and 2001.

      For the purposes of the pro forma amounts shown in Note 2, the fair value of each option grant is estimated on the date of grant using the Black-Scholes model. The weighted-average assumptions included in ACE*COMM’s fair value calculations are as follows:

	2003			2002			2001
Expected life (years)		3			3 – 8			3 – 8
Risk-free interest rate		2	%		5 – 6	%		5 – 6	%
Expected volatility		121	%		106	%		123	%
Dividend yield		0	%		0	%		0	%

      The weighted average fair value of stock options granted under the stock option plans during the years ended June 30, 2003, 2002 and 2001 was $0.41, $0.73, and $2.23 respectively.

NOTE 11 — EARNINGS PER SHARE

(in thousands, except per share amounts)

      The following is a reconciliation of the numerators and denominators of basic net (loss) income per common share (“Basic EPS”) and diluted net (loss) income per common share (“Diluted EPS”):

		Years ended June 30,
		2003			2002			2001
Basic EPS:
(Loss) income (numerator):
	Net (loss) income available to common shareholders	$	(1,982	)	$	(3,988	)	$	(6,927	)
Shares (denominator):
	Weighted average common shares		9,557			9,308			9,230
Basic EPS		$	(0.21	)	$	(0.43	)	$	(0.75	)
Diluted EPS:
(Loss) income (numerator):
	Net (loss) income available to common stockholders	$	(1,982	)	$	(3,988	)	$	(6,927	)
Shares (denominator):
	Weighted average common shares		9,557			9,308			9,230
	Stock options*		—			—			—
	Total weighted shares and equivalents		9,557			9,308			9,230
Diluted EPS		$	(0.21	)	$	(0.43	)	$	(0.75	)

*  Due to the loss incurred during the years ended June 30, 2003, 2002 and 2001 zero incremental shares related to stock options are included in the calculation of Diluted EPS because the effect would be antidilutive. The total number of potentially dilutive shares not included in the EPS calculation at June 30, 2003 due to antidilution was 82,762.

F-18

NOTE 12 — COMMITMENTS AND CONTINGENCIES

      ACE*COMM has a $135,000 letter of credit arrangement with the Bank which guarantees ACE*COMM’s performance to its landlord. The letter of credit is secured by the Loan and Security Agreement with the Bank; the requirement will decrease annually beginning in November 2004 and continue to decrease annually through November 2007 to the amount of $91,932.

      ACE*COMM leases office space under non-cancelable operating leases. Lease terms range from four to seven years and include renewal options for additional periods. Management expects that in the normal course of business, leases will be renewed or replaced by other leases. Additionally, ACE*COMM leases equipment under operating leases that, in the aggregate, are not significant.

      ACE*COMM is committed for the payment of minimum rentals under operating lease agreements through the year 2009 in the following amounts (in thousands):

Year ending June 30,		Amount
	2004	$	653
	2005		655
	2006		658
	2007		616
	2008		618
	2009		264
		$	3,464

      The total rental expense under operating leases was $629,000, $941,000, and $1,058,000 for the years ended June 30, 2003, 2002 and 2001, respectively.

NOTE 13 — BUSINESS AND CREDIT CONCENTRATIONS

      ACE*COMM sells its products worldwide from its headquarters in Gaithersburg, Maryland. The following is a breakdown of ACE*COMM’s revenue by geographic area (in thousands):

		2003		2002		2001
U.S.		$	6,049	$	9,933	$	14,792
Canada and Mexico			947		1,594		1,199
Asia			2,280		1,563		587
Europe: Germany			2,728		3,001		5,545
Europe: Other			370		416		656
South America			425		64		249
Africa and Middle East			995		1,523		1,151
	Total revenue	$	13,794	$	18,094	$	24,179

      During the years ended June 30, 2003 and 2002, one customer comprised 20% and 17% of total revenue. Another customer comprised 10%, 11% and 6%, respectively, of ACE*COMM’s total revenues during the years ended June 30, 2003, 2002, and 2001. Total revenues earned outside of the US represent 56% of total revenue earned for the year ended June 30, 2003.

      In addition, five customers represented approximately 77% of ACE*COMM’s gross accounts receivable balances as of June 30, 2003. A single customer accounted for 31% of the gross accounts receivable balance at June 30, 2003. To reduce credit risk, ACE*COMM conducts ongoing credit evaluations of its customers and, based upon the results of those evaluations, requires letters of credit or other pre-payment arrangements. ACE*COMM maintains accounts receivable allowances to provide for potential credit losses.

F-19

NOTE 14 — SUBSEQUENT EVENTS

      On September 12, 2003, ACE*COMM entered into an Agreement and Plan of Merger with i3 Mobile, Inc., a Delaware corporation, pursuant to which ACE*COMM has agreed to acquire i3. The acquisition is to be effected through the issuance of a to-be-determined number of shares of ACE*COMM common stock in exchange for each share of common stock of i3 outstanding immediately prior to the consummation of the transaction and the assumption of i3’s outstanding stock options and warrants based on such exchange ratio. The exchange ratio will be based on a formula valuing ACE*COMM’s common stock at market value at the time of mailing of the proxy statement, less a discount, and valuing i3 at an amount equal to its cash, net of specified liabilities and commitments at the mailing date. The consummation of the transaction is subject to the approval of the shareholders of i3 and ACE*COMM, as well as customary closing conditions.

      If consummated, the Company will account for the Merger as a financing transaction and in doing so record the issuance of its common stock at fair value and i3 Mobile’s cash on hand and liabilities assumed. Because i3 Mobile ceased all revenue producing operations in March 2003 and the Company has no intention to revive i3 Mobile’s business subsequent to the Merger, the Merger does not possess the characteristics of a business combination found in both Regulation S-X and Financial Accounting Standard No. 141, Business Combinations.

Schedule II — Valuation and Qualifying Accounts

		Balance at		Charged to		Recoveries				Balance at
		Beginning		Costs and		of Prior				End of
Description		of Period		Expenses		Write-offs		Write-offs		Period
Year ended June 30, 2003:
	Allowance for doubtful accounts	$	605,000	$	120,000	$	13,491	$	520,781	$	218,060
	Reserve for obsolete inventory	$	194,154	$	120,000	$	—	$	120,437	$	193,717
Year ended June 30, 2002:
	Allowance for doubtful accounts	$	497,000	$	701,000			$	593,000	$	605,000
	Reserve for obsolete inventory	$	204,183	$	160,000	$	—	$	170,029	$	194,154
Year ended June 30, 2001:
	Allowance for doubtful accounts	$	469,000	$	812,000	$	13,000	$	797,000	$	497,000
	Reserve for obsolete inventory	$	187,354	$	455,000	$	—	$	438,171	$	204,183

F-20 EX-10.1 3 w90254exv10w1.htm LEASE BETWEEN NEW BOSTON FUND AND ACE*COMM

Exhibit 10.1

LEASE AGREEMENT

LANDLORD:	Quince Orchard Nominee Trust
TENANT:	ACE*COMM Corporation
BUILDING ADDRESS:	704 Quince Orchard Road, Gaithersburg, Maryland

SUBMISSION NOT AN OPTION

THE SUBMISSION OF THIS LEASE FOR EXAMINATION AND NEGOTIATION DOES NOT CONSTITUTE AN OFFER TO LEASE, A RESERVATION OF, OR OPTION FOR THE PREMISES AND SHALL VEST NO RIGHT IN ANY PARTY. TENANT OR ANYONE CLAIMING UNDER OR THROUGH TENANT SHALL HAVE THE RIGHTS TO THE PREMISES AS SET FORTH HEREIN AND THIS LEASE BECOMES EFFECTIVE AS A LEASE ONLY UPON EXECUTION, ACKNOWLEDGEMENT AND DELIVERY THEREOF BY LANDLORD AND TENANT TO EACH OTHER, REGARDLESS OF ANY WRITTEN OR VERBAL REPRESENTATION OF ANY AGENT, MANAGER OR EMPLOYEE OF LANDLORD TO THE CONTRARY.

FROM THE OFFICE OF:

Rappaport, Aserkoff & Gelles
60 State Street, Suite 1525
Boston, Massachusetts 02109-1803
617-227-7345

LEASE

Quince Orchard Nominee Trust (“Landlord”)
to
ACE*COMM Corporation (“Tenant”)

Table Of Contents

SECTION I. PREMISES	1
SECTION II. USE	1
SECTION III. TERM	2
SECTION IV. RENT	2
SECTION V. CONSTRUCTION AND PREPARATION OF THE PREMISES	3
SECTION VI. BUILDING AND EQUIPMENT; TENANT’S CARE OF PREMISES	5
SECTION VII. FLOOR LOAD, HEAVY MACHINERY	6
SECTION VIII. SERVICES	6
SECTION IX. UTILITIES	8
SECTION X. ADDITIONAL RENT AND ESCALATION	8
SECTION XI. REMOVAL OF GOODS AND TENANT’S REPAIRS	14
SECTION XII. SALES TAX	14
SECTION XIII. IMPROVEMENTS AND ALTERATIONS	14
SECTION XIV. INSPECTION	15
SECTION XV. CASUALTY	15
SECTION XVI. EMINENT DOMAIN	17
SECTION XVII. INDEMNIFICATION	18
SECTION XVIII. PROPERTY OF TENANT	19
SECTION XIX. INJURY AND DAMAGE	19
SECTION XX. ASSIGNMENT, MORTGAGING, AND SUBLETTING	19
SECTION XXI. SIGNS, WINDOW TREATMENT, AND ADVERTISING	22
SECTION XXII. INSURANCE COMPLIANCE	22
SECTION XXIII. INFLAMMABLES, ODORS	22
SECTION XXIV. DEFAULT	22
SECTION XXV. SUBORDINATION AND ESTOPPEL	24
SECTION XXVI. NOTICES	26
SECTION XXVII. RULES AND REGULATIONS	26
SECTION XXVIII. QUIET ENJOYMENT	27
SECTION XXIX. BINDING AGREEMENT	27
SECTION XXX. LANDLORD LIABILITY	27
SECTION XXXI. SEISIN	27
SECTION XXXII. INSURANCE	27
SECTION XXXIII. SUBROGATION, INSURANCE PREMIUMS	28
SECTION XXXIV. SHORING	29
SECTION XXXV. REZONING	29
SECTION XXXVI. SEPARABILITY	29
SECTION XXXVII. WAIVER OF TRIAL BY JURY	29
SECTION XXXVIII. NO WAIVER	29
SECTION XXXIX. HOLDING OVER	29
SECTION XL. CAPTIONS, PLURAL, GENDER	30
SECTION XLI. BROKERAGE	30
SECTION XLII. HAZARDOUS WASTE	30
SECTION XLIII. SECURITY DEPOSIT	31
SECTION XLIV. LANDLORD’S RIGHT TO PERFORM FOR TENANT	32
SECTION XLV. GOVERNING LAW	33
SECTION XLVI. RELOCATION	33
SECTION XLVII. FORCE MAJEURE	33
SECTION XLVIII. PRIOR LEASE	33
SECTION XLIX. PARKING	33
SECTION L. OPTION TO EXTEND	34
SECTION LI. VACANT SPACE NOTIFICATION	34
SECTION LII. MULTIPLE COUNTERPARTS	34

-ii-

EXHIBITS

Exhibit A	Lease Plan
Exhibit B	Landlord’s Work and Tenant’s Work
Exhibit C	Legal Holidays
Exhibit D	Scope of Services - Cleaning
Rules and Regulations

-iv-

     THIS LEASE (the “Lease”) made and entered into as of this      day of      , 2002 by and between Jerome L. Rappaport, Jr. and Janet F. Aserkoff, Trustees of QUINCE ORCHARD NOMINEE TRUST under Declaration of Trust dated August 15, 2002, having a business address at 60 State Street, Boston, Massachusetts 02109-1803 (hereinafter called “Landlord”) and ACE*COMM Corporation, a Maryland corporation (hereinafter called “Tenant”).

     SECTION I. PREMISES. Landlord leases to Tenant, and Tenant hereby hires and takes from Landlord the following described premises subject to the mortgages as hereinafter provided, and to all encumbrances of record.

     The “Premises” are that portion of a building in the City of Gaithersburg, having a mailing address of 704 Quince Orchard Road, Gaithersburg, Maryland 20878 (hereinafter called the “Building”) substantially as shown cross-hatched or outlined on the Lease Plan, Exhibit A, hereto attached and made a part hereof, consisting of approximately 11,757 square feet of net rentable area on the First Floor of the Building and approximately 12,533 square feet of net rentable area on the Second Floor of the Building, for a total of approximately 24,289 square feet of net rentable area (the “Net Rentable Area”), all as shown on Exhibit A. The Building and the parcel of land on which it is located are hereinafter referred to as the “Property”. Upon the completion of the demising wall for the Premises on the second floor, the Premises shall be re-measured by Landlord and the new Net Rentable Area of the Premises as re-measured shall be the Net Rentable Area of the Premises for all purposes under this Lease and any calculations made under this Lease that are affected by the Net Rentable Area of the Premises including, without limitation, calculations of Tenant’s Proportionate Share for Taxes, Tenant’s Proportionate Share for Operating Costs, and Rent, shall be re-calculated to reflect such re-measurement.

     Landlord reserves and excepts all rights of ownership and use in all respects outside the Premises, including, without limitation, the Building and all other structures, improvements, plazas, parking area(s), if any, and common areas on the Property, except that at all times during the term of this Lease Tenant shall have a reasonable means of access from the street to the Premises. Without limiting the foregoing reservation of rights by Landlord, it is understood that with regard to the Building and the Property, Landlord in its sole discretion shall have the right to change, relocate and eliminate facilities therein, to permit the use of or lease all or part thereof for exhibition and displays, to sell, lease or dedicate all or part thereof to public use; and further that Landlord shall have the right to make changes in, additions to and eliminations from the Building, and other structures and improvements on the Property, the Premises excepted.

     SECTION II. USE. Tenant shall have the right to use, in common with others so entitled, all common areas associated with the Building and located in the Building or on the Property including all hallways, elevator(s), loading dock(s), access ways, walkways, nonexclusive parking area(s), courtyards and landscaped areas, if any. Tenant shall use the Premises for general office use and other reasonable uses incidental and related thereto, provided that Tenant shall not use, permit nor suffer

anything to be done or anything to be brought into or kept in the Premises or on the Property which in Landlord’s reasonable judgment occasions unreasonable discomfort or annoyance to any other tenants or occupants of the Building and parking area(s), if any, or which may tend to impair the reputation or appearance of the Building or the Property, or tend to interfere with the proper and economic operation of the Building, parking area(s), if any, or the Property by Landlord, or which shall violate the Certificate of Occupancy for the Building or any law or regulation of any governmental body. If, due to Tenant’s use of the Premises, improvements or alterations to the Premises or the Building are necessary to comply with any requirements imposed by law, Tenant shall pay the entire cost of such improvements or alterations. Landlord shall be responsible for obtaining use and occupancy permits from the local governmental authorities.

     Tenant covenants that it will move into the Premises promptly at the commencement of the term hereof and will use and occupy the entire Premises throughout the term hereof, and further covenants and agrees that, except temporarily by reason of casualty, taking or loss of access, it will not vacate the Premises, or fail to conduct its business therein at any time during the term hereof without prior written notice to the Landlord.

     SECTION III. TERM. The term of this Lease shall be approximately seventy six (76) months commencing upon August 1, 2002 (the “Commencement Date”), and terminating on November 30, 2008 (the “Termination Date”).

     SECTION IV. RENT. Tenant shall pay the following annual “Rent”, based upon the annual per square foot rental rate(s) set forth below multiplied by the Net Rentable Area of the Premises as set forth in Section I of this Lease:

	Annual Rent
Lease Year	Per Square Foot		Monthly Rent		Annual Rent
Year 1	$	22.00	$	44,529.83	$	534,358.00
Year 2	$	22.66	$	45,865.73	$	550,388.74
Year 3	$	23.34	$	47,242.11	$	566,905.26
Year 4	$	24.04	$	48,658.96	$	583,907.56
Year 5	$	24.76	$	50,116.30	$	601,395.64
Year 6	$	25.50	$	51,614.13	$	619,369.50
Year 7 (4 months)	$	26.27	$	53,172.67	$	212,690.68

     For the purposes of this Section IV, the term “Lease Year” shall mean the twelve (12) month period commencing upon the Commencement Date, plus the remaining portion of any unexpired calendar month at the end of the first Lease Year, and each successive twelve (12) month period during the term hereof.

     The Rent shall be paid in equal installments of one-twelfth (1/12) of the annual Rent in advance on the first day of each calendar month.

     Tenant shall pay a proportionate share of such monthly installment for any fraction of a calendar month at the beginning or end of the term of this Lease.

     Tenant shall pay the Rent and Additional Rent (as hereinafter defined) without demand or notice and without deduction, abatement, counterclaim, or set-off, to the Landlord, Quince Orchard Nominee Trust, P.O. Box 18908, Newark, New Jersey 07191-8908, or at such other place as designated from time to time by Landlord in writing.

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     In the event that the Rent is not paid when due, Landlord shall assess and Tenant shall pay a late charge in an amount equal to interest at the rate of one and one-half percent (1 ½%) per month on the unpaid balance from the date said Rent became due. All other charges which Tenant is required to pay in accordance with this Lease, together with all interest and penalties that may accrue thereon, shall be deemed to be “Additional Rent” and in the event of non-payment thereof by Tenant, Landlord shall have all the rights and remedies with respect thereto as would accrue to Landlord for non-payment of Rent.

     SECTION V. CONSTRUCTION AND PREPARATION OF THE PREMISES.

     (a)    Landlord’s Work. Landlord shall do the work, if any, shown on Exhibit B attached hereto and made a part hereof as the work on the part of Landlord in a good and workmanlike manner in accordance with all laws, rules, regulations and ordinances applicable thereto (herein referred to as “Landlord’s Work”). Landlord’s Work shall be done at Landlord’s expense except as otherwise provided on Exhibit B. To the extent practical, Landlord shall give advance notice to the Tenant of the approximate date upon which Landlord’s Work shall be “substantially completed”. “Substantial Completion” or “substantially completed” shall mean that Landlord’s Work has been completed, except for minor details of mechanical adjustment, decoration and finish which do not materially interfere with Tenant’s ability to use and occupy the Premises for the purposes permitted hereunder. If Substantial Completion of Landlord’s Work is delayed due to any act or omission of Tenant or Tenant’s representative, including, but not limited to, any delay by Tenant in the submission of plans, drawings, specifications or other information, or in approving any working drawings or estimates or in giving any authorization or approval, the Premises shall be deemed substantially completed on the date when they would have been ready but for such delay. The taking of possession of the Premises by Tenant shall be conclusive evidence of the acceptance of the Premises by Tenant and that the Premises are in good and satisfactory condition, in accordance with Landlord’s obligations hereunder.

     (b)    Tenant’s Work.

          (i) Tenant shall do the work, if any, shown on Exhibit B as the work on the part of the Tenant (herein referred to as “Tenant’s Work”), at its expense, and in a good and workmanlike manner in accordance with “Plans and Specifications” (as hereinafter defined) which have been prepared at Tenant’s expense and which have Landlord’s written approval prior to the commencement of Tenant’s Work, which approval shall not be unreasonably withheld, conditioned or delayed. Among other items, Landlord’s review of said Plans and Specifications may include potential impact on, and potential upgrades required to, base building systems. Landlord’s approval of Tenant’s Plans and Specifications, if given, shall not be deemed or construed as a representation by Landlord that said Plans and Specifications comply with applicable law, or are adequate or appropriate for Tenant’s requirements. Further, Landlord’s approval of Tenant’s Plans and Specifications, if given, may be conditioned upon Tenant payment for upgrades to base building systems required or necessitated by Tenant’s Work, or upon a requirement that all or a portion of the Premises be separately metered or check metered for water or electrical consumption, or upon

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such other reasonable conditions as Landlord may impose. Tenant shall furnish and install any and all necessary trade fixtures, equipment and other items necessary for the proper conduct of Tenant’s business. “Plans and Specifications”, as used in this Section V(b) and in Section XIII, shall mean documents and drawings sufficient for contract bidding and work completion, and shall include, but not be limited to, architectural, mechanical, electrical and plumbing plans. All of the foregoing work and all work Tenant may undertake pursuant to Section XIII of this Lease shall be done in accordance with all laws, rules, regulations and ordinances applicable thereto, including, if necessary, compliance with the Americans With Disabilities Act, as amended from time to time, and the acquisition by Tenant of a Building Permit from the municipal department having jurisdiction, if required. In no event shall Landlord be required to provide or install any trade fixtures or equipment.

     Tenant agrees to employ for any work it may do pursuant to Sections V(b) and XIII of this Lease, one or more responsible contractors, the identity of which has been reasonably approved by Landlord prior to the commencement of such work, whose labor will not unreasonably interfere with other labor working in and about the Building and Property and with suppliers of materials for use in construction in and about the Building and Property, and especially Tenant agrees that it will not do or permit to be done anything which would cause any labor difficulty in connection with any construction in and about the Building and Property.

     Tenant shall require all contractors employed by Tenant to carry Worker’s Compensation Insurance in accordance with statutory requirements and to carry Commercial General Liability Insurance and Automobile Liability Insurance covering such contractors in or about the Premises, Building and Property in amounts not less than Two Million Dollars ($2,000,000) combined single limits for property damage, for injury or death of more than one person in a single accident, and to submit certificates of insurance evidencing such coverage to Landlord prior to commencement of such work, which name Landlord as an additional insured thereunder as its interest may appear. Tenant agrees to indemnify and hold harmless Landlord and its management agent from all claims, actions, demands and causes of actions occasioned by Tenant’s contractors being on or about the Premises, the Building, or the Property, and from Tenant’s contractors performing work in the Premises, including, but not limited to, any claims, actions, demands or causes of action asserted by any other tenants in the Building against Landlord as a result of breach of covenant of quiet enjoyment.

     All contractors, subcontractors, mechanics, laborers, materialmen, and others who perform any work, labor or services, or furnish any materials, or otherwise participate in the improvement of the Premises, shall be and are hereby given notice that Tenant is not authorized to subject Landlord’s interest in the Premises, Building or Property to any claim for mechanics’, laborers’ and materialmen’s liens, and all persons dealing directly or indirectly with Tenant may not look to the Premises, Building or Property as security for payment. Tenant shall save Landlord harmless, and will exonerate and indemnify Landlord from and against all expenses, liens, claims or damages to either property or person which may or might arise by reason of

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the making of any such additions, improvements, alterations and/or installations by or on behalf of Tenant.

          (ii) Improvements Allowance. The actual costs of design, permitting and construction of Tenant’s Work shall be referred to hereinafter as the “Leasehold Improvements Costs”. Landlord hereby agrees to grant to Tenant an allowance in an amount equal to the product of (a) Seven and 50/100 Dollars ($7.50) and (b) the number of rentable square feet of the Premises (the “Improvement Allowance”), to be applied toward the Leasehold Improvements Costs. Tenant may draw funds from the Improvement Allowance in three (3) equal installments upon the execution of this Lease, June 1, 2003 and January 31, 2004, to pay architectural, engineering, and construction costs incurred by Tenant with respect to leasehold improvements in and to the Premises.

     Tenant shall furnish a written requisition, in order to obtain release of any portion of the Improvement Allowance, which requisition shall be accompanied by appropriate invoices and lien releases and other documentation reasonably requested by Landlord, from the architect, engineer, general contractor, all subcontractors, and all suppliers of materials, as applicable, for whom payment is sought in said requisition. To the extent that Tenant’s employees perform the Tenant’s Work, Tenant may be reimbursed for the reasonable costs of such work up to a maximum of $10,000 of the Improvement Allowance; provided that, Landlord is able to, and does, verify that such work has been completed. Landlord shall pay to Tenant the amount of such requisition(s) (up to the amount of the Improvement Allowance) within thirty (30) days of receipt and approval of Tenant’s written requisition. Tenant’s requisitions shall be accompanied by final lien waivers from the contractor, and all subcontractors and suppliers of materials, and shall include a copy of Certificate of Occupancy if required relative to such Tenant’s Work. Tenant acknowledges that the Improvement Allowance (or portions thereof) may be financed by Landlord, and Tenant shall comply with the reasonable requirements imposed by Landlord’s lender in connection with the design and construction of, and payment for, leasehold improvements to the Premises; provided that, if the Improvement Allowance is financed by Landlord such financing shall not result in any additional costs to Tenant.

     SECTION VI. BUILDING AND EQUIPMENT; TENANT’S CARE OF PREMISES.

     (a)    Landlord’s Obligations. Landlord shall keep in reasonably good condition and repair the structure and exterior of the Building, the roof, the elevator(s), if any, the plumbing and electrical systems, and the heating, ventilating and air conditioning systems servicing the Building and the Premises (except for such equipment and service lines installed by Tenant and except as otherwise provided in Section VIII), and the exterior parking area(s) serving the Building. The Landlord shall comply with applicable governmental rules, regulations, laws and ordinances affecting the Building, unless the violation is caused by Tenant or Tenant’s use of the Premises, or by any other tenant in the Building. The Landlord shall keep the sidewalks, common corridors, stairways, elevator(s), if any, and all other means of ingress and egress for the Premises and all public portions of the Building in reasonably good condition and in a reasonably clean and safe condition. Landlord reserves the right to

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interrupt, curtail, stop and suspend the furnishing of any services and operation of the plumbing and electrical, heating, ventilating, and air conditioning systems, and elevator(s), if any, when necessary, by reason of accident or emergency or for repairs, alterations, replacements or improvements, which may become necessary or when it cannot secure supplies or labor or by reason of any other cause beyond its control, without liability or any abatement of Rent or Additional Rent being due thereby.

     (b)  Tenant’s Obligations. Tenant shall maintain the Premises including all mechanical, electrical, non-Building standing lighting and plumbing systems installed by Tenant within the Premises or servicing the Premises exclusively (whether or not installed by Tenant), all partitions, walls (other than the structure of load bearing walls), floor coverings within the Premises, doors, loading dock(s) and glass within the Premises (other than exterior windows), and all other portions thereof substantially in the same condition each of the same were in at the time of the delivery thereof to Tenant, but in all events in reasonably good and tenantable working order, condition and repair, and will maintain, repair and replace the same when necessary so as to comply with the foregoing, except only for reasonable wear and tear and damage due to casualty for which and to the extent Landlord is required to purchase casualty insurance as provided in this Lease, and so as to comply with applicable laws.

     SECTION VII. FLOOR LOAD, HEAVY MACHINERY. Tenant shall not place a load upon any floor of the Premises exceeding 100 pounds per square foot or the floor load which is allowed by law. Landlord reserves the right to prescribe the position of all file cabinets, business machinery and mechanical equipment (including safes) which Tenant may place in the Premises. Business machines and mechanical equipment shall be placed and maintained by Tenant at Tenant’s expense in settings sufficient to prevent transmission of noise and vibration to any other part of the Building in which the Premises are located. Any moving of any machinery and/or equipment into, out of, or within the Premises shall be done only with the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, and shall be at the sole risk and hazard of Tenant, and Tenant will indemnify and save Landlord harmless against and from any liability, loss, injury, claim or suit resulting directly or indirectly from such moving. In the event riggers shall be required to accomplish such moving, only persons holding a Master Rigger’s License shall perform the work. Tenant shall not in any way break, cut into, or damage the exterior perimeter walls or insulating panels of the Building in installing, ventilating or exhausting its equipment or in any other manner.

     As of the Commencement Date, Landlord represents that the floor load placed on the floors in the Premises by Tenant does not exceed the floor load limitations set forth in this Section VII.

     SECTION VIII. SERVICES. Landlord shall provide:

     (a)  Access to the Building from the lobby Monday through Friday, excepting legal holidays in Maryland, hereinafter referred to as “business days”, during normal business hours. Legal holidays in Maryland are shown on Exhibit C attached hereto. Normal business hours shall mean Monday through Friday, 8:00 AM to 6:00 PM, holidays excepted. At all other times Landlord shall provide limited access to the

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Building in accordance with such Building standard entry system as shall from time to time be in effect. The Landlord reserves the right to alter the Building standard entry system from time to time as it sees fit.

     (b)  Use, in common with others, of all elevator facilities, subject to such reasonable rules and regulations as Landlord may prescribe.

     (c)  Building Standard heat and air conditioning during normal business hours and on Saturdays 9:00 AM to 1:00 PM which is reasonably required for reasonably comfortable occupation of the Premises, under normal business operation at an occupancy of not more than one person per 175 square feet of Net Rentable Area and an electrical load not exceeding 5 watts per square foot of Net Rentable Area, subject to all governmental laws, regulations or restrictions now or hereafter in force pertaining to the furnishing or use of such heat and air conditioning. Landlord shall provide heat and air conditioning to Tenant at other than normal business hours, provided that Tenant pays Landlord its reasonable charges for supplying the same. At the commencement of the term of this Lease, Landlord’s charge for supplying heat and air conditioning to Tenant at other than normal business hours is $25.00 (which amount may be increased by Landlord at a rate of 3% per Lease Year) per hour per zone. Landlord reserves the right to reasonably increase this charge from time to time throughout the term of this Lease upon prior written notice to Tenant. Tenant shall not introduce into the Premises personnel or equipment which overloads the capacity of the Building systems or in any other way unreasonably interferes with any system’s ability to perform adequately its proper functions; provided, however, if Tenant violates the foregoing, Landlord may, at its option, elect to provide supplementary systems or otherwise take steps to cure such violation, at Tenant’s sole cost and expense in all respects including, without limitation, system installation (and removal) and continuing costs of operation.

     (d)  Cause the Premises to be kept reasonably clean as hereinafter described, provided the Premises are kept in order by Tenant. The cleaning services provided hereunder are limited to those set forth on Exhibit D attached hereto and made a part hereof which sets forth the scope of the cleaning services. The cleaning services shall be provided only Monday through Friday, legal holidays excepted. Notwithstanding the foregoing, at no time and under no circumstances shall Landlord have any responsibility for the storage or removal of any “medical waste”, “infectious waste”, “hazardous medical waste”, “hazardous waste”, as such terms may from time to time be defined in such municipal, state and federal statutes, laws, ordinances, rules and regulations as may apply to Tenant or to the Premises demised to Tenant because of the business, profession or activity carried on in the Premises by Tenant, Tenant’s servants, agents, employees, invitees or anyone claiming by, through or under Tenant.

     (e)  Hot and cold running water, toilet paper, paper towels and hand soap for common area wash rooms and lavatories.

     (f)  Electricity for normal lighting of main lobby, elevator(s), if any, and stairways.

     As of the Commencement Date, Landlord represents that Tenant’s existing use of electricity does not exceed the electrical use limitations set forth in this Section VIII.

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     SECTION IX. UTILITIES. To the extent separately metered to the Premises, Tenant shall pay directly for all utilities furnished to the Premises by any supplier, which may include water and sewer charges, electricity, gas, and telephone services, and charges associated with the heating, ventilating and air conditioning units serving the Premises. The listing of any utility service in the previous sentence shall not constitute a representation that such utility service is available to the Premises.

     (a)  Demand and Usage. To the extent not separately metered to the Premises, Landlord shall supply electricity, as supplied to Landlord by the electric utility, to the Premises to meet a demand requirement (utilizing the demand measurement standards established by the supplying utility under the rate applicable to Landlord) not to exceed 4.0 watts per square foot of Net Rentable Area for Premises’ lighting and convenience outlets. Tenant agrees Tenant’s use of the Premises shall not exceed such requirements or any limits from time to time established under applicable laws or regulations, or regulations of the utility provider(s). If the cost of Tenant’s electricity consumption exceeds the consumption standard set forth in subsection (b) below, Tenant shall pay the cost of such excess electricity usage when billed therefor by Landlord.

     (b)  Consumption. Landlord’s supply of electricity shall allow for a rate of consumption by Tenant of 5.0 watts per square foot of Net Rentable Area, multiplied by sixty (60) hours of consumption per week.

     (c)  Survey. From time to time during the term of this Lease or any extension thereof, Landlord shall have the right to have an electrical consultant selected by Landlord make a survey of Tenant’s electrical usage, the result of which survey shall be conclusive and binding upon Landlord and Tenant, provided Landlord shall not perform any such survey more than two (2) times in any calendar year. If such survey shows that the cost of Tenant’s consumption of electricity exceeds the consumption standard set forth in subsection (b) above, then, upon demand and in addition to any other rights Landlord may have hereunder, Tenant shall reimburse Landlord, as part of Tenant’s Additional Rent, for the cost of such survey and the cost, as determined by such consultant, of electricity usage or demand in excess of such consumption standard.

     SECTION X. ADDITIONAL RENT AND ESCALATION.

     (a)  Additional Rent/Taxes. In addition to the Rent set forth in Section IV of this Lease and as part of the Rent due pursuant to the provisions of this Lease, Tenant shall pay Landlord as Additional Rent the Tax Excess as set forth in this Section X. For the purposes of this Section X, the following words and terms shall have the following meaning

          (1) “Taxes” shall mean the real estate taxes and assessments imposed upon Landlord with respect to the parcel of land, with improvements thereon, on which the Building is located, or which is allocated or allocable to the Building, hereinafter “Taxable Parcel”, commonly known as 704 Quince Orchard Road, Gaithersburg, Maryland, as such parcel is defined in the records of the Assessor’s Office of Montgomery County on January 1, 2003, even if the designation of such parcel is changed from time to time, including all structures located thereon, and any

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and all other taxes, levies, betterments, assessments and charges arising from the ownership and/or operation of said Taxable Parcel, and all the structures located thereon which are or shall be imposed by a National, State or Municipal or other authorities which are or may become a lien upon Landlord or said Taxable Parcel, but excluding any fee or penalty levied on Landlord for late payment thereof. If, or to the extent that, due to a future change in the method of taxation any franchise, income, profit or other tax or charge shall be levied against Landlord or said Taxable Parcel in substitution or in lieu of any amount which would otherwise constitute “Taxes” hereunder, such franchise, income, profit or other tax or charge shall be deemed to constitute “Taxes” for the purposes hereof. It is recognized and agreed by Landlord and Tenant that it is their intention by this paragraph to include in “Taxes” that which in fiscal tax year 2003 was commonly known in the County of Montgomery as “real estate taxes”, including that portion covered by the school tax rate, and any type of tax or assessment which may, throughout the term hereof be substituted, in whole or in part therefore. If, in any fiscal tax year after the fiscal tax year 2003, the City of Gaithersburg or Montgomery County, or any of its departments, shall require Landlord to pay for any service which during the fiscal tax year 2003 was provided by Montgomery County or by said City of Gaithersburg or any of their respective departments without requiring payment by Landlord, then all such payments due on account of services rendered during any fiscal tax year after the fiscal tax year 2003 shall, for purposes of this Section X(a)(1) be considered and treated as real estate taxes for the fiscal tax year for which such payments are due. Without in any way limiting the generality of the preceding sentence some of the services for which Montgomery County or the City of Gaithersburg or any of their respective departments might require payment are: police protection, fire protection, public schools, library services, park services, building inspections. Water and sewer use charges are covered elsewhere in this Lease and the same shall not enter into the calculations made under this Section X(a).

          (2) “Tax Base” shall mean the Taxes for the fiscal tax year 2003, commencing July 1, 2002 and terminating June 30, 2003 as abated, if abated.

          (3) “Tenant’s Proportionate Share for Taxes” shall be 31.57 percent (31.57%). In the event that the Building is enlarged or diminished so as to increase or decrease the Net Rentable Area of the Building, Tenant’s Proportionate Share for Taxes shall be adjusted to reflect accurately the portion of the Net Rentable Area of the Building leased to Tenant.

          (4) “Tax Year” shall mean the twelve-month period commencing July 1, 2002, and each twelve-month period commencing on an anniversary of said date during the term of the Lease.

          (5) “Tax Excess” shall mean the amount, in any Tax Year by which the Taxes for said year exceed the Tax Base, multiplied by Tenant’s Proportionate Share for Taxes.

          (6) “Tax Excess Statement” shall mean a statement setting forth in reasonable detail the amount payable by Tenant as Tax Excess for said Tax Year.

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          Landlord may, at its sole discretion, bill Tenant monthly, quarterly, semi-annually or annually for such Tax Excess. Any bill for a month, quarter or half-year may be rendered on an estimated basis, in which event the estimate shall be based upon the actual Taxes for such period during the immediately preceding Tax Year increased by Landlord’s reasonable estimate of what the Taxes for such period during the current Tax Year shall be. If Landlord shall render a monthly, quarterly or semi-annual bill on account of any Tax Year, then within one hundred eighty (180) days after the close of such Tax Year, Landlord shall render an annual bill for such Tax Year which annual bill shall make appropriate adjustment as may be necessary to reflect actual Taxes during that Tax Year, including, without limitation, any refund as may be due to Tenant, to be taken as a credit against future payments of Additional Rent due hereunder.

          Any bills for Tax Excess shall be due at the same time and in the same manner as the next monthly installment of Rent is due pursuant to Section IV of this Lease, or if the term of this Lease has terminated or expired, within twenty (20) days after receipt of such bill.

          Appropriate credit against Tax Excess shall be given for any refund obtained by reason of a reduction in any Taxes by the courts or other governmental agency responsible therefor. The original computation of Tax Excess, as well as reimbursement or payments of additional charges, if any, or allowances, if any, under the provisions of this Section X(a) shall be based on the original assessed valuations with adjustments to be made at a later date when the tax refund, if any, shall be paid to Landlord by the taxing authority. Expenditures for reasonable legal fees and for other similar or dissimilar reasonable expenses incurred in obtaining the tax refund shall be charged against the tax refund before the adjustments are made for the Tax Year. In no event shall Tenant be entitled to receive a credit against Tax Excess for any Tax Year in an amount greater than Tenant’s share of the Tax Excess for such Tax Year.

          (7) If the Commencement Date or the Termination Date occurs in the middle of a Tax Year, Tenant shall be liable for only that portion of the Tax Excess in respect of said Tax Year represented by a fraction, the numerator of which is the number of days of the herein term which falls within said Tax Year, and the denominator of which is three hundred sixty-five (365).

          (8) In the event the first day of the Tax Year in the County of Montgomery should be changed after the Commencement Date to a day other than July 1 so as to change the twelve (12) month period comprising the Tax Year, in determining Tenant’s Tax Excess with respect to Taxes payable for the period between July 1 and such changed first day of the Tax Year, Tenant’s Tax Excess shall be multiplied by a fraction, the numerator of which shall be the number of days elapsing during such period, and the denominator of which shall be three hundred sixty-five (365).

          (9) In the event of any taking of the Building or Property whereby this Lease shall not terminate under the provisions of Section XVI, then for the purposes of determining Tax Excess, in the event the valuation of the Taxable Parcel is lowered to

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reflect the taking, the Tax Base shall be lowered proportionately in relation to the reduced valuation. In the event the taking includes a portion of the Premises or the Building of which it is a part, Tenant’s Proportionate Share shall be adjusted pro-rata to reflect the proportion of the Premises and/or Building remaining after such taking.

             (10)  Any obligation under this Section X(a) of Tenant which shall not have been paid at the expiration of the term of this Lease shall survive such expiration and shall be paid when and as the amount of same shall be determined to be due.

     (b)  Additional Rent/Operating Costs. In addition to the Rent set forth in Section IV of this Lease and as part of the Rent due pursuant to the provisions of this Lease, Tenant shall pay Landlord as Additional Rent the Operating Cost Excess as set forth in this Section X(b). For the purposes of this Section X(b), the following words and terms shall have the following meaning:

          1. “Operating Costs” shall mean all costs incurred and expenditures of whatever nature made by the Landlord, whether directly or by allocation, in the operation, management, repair, cleaning and maintenance of the Building, Property, related equipment and facilities and appurtenant parking and landscaped areas, if any, heating and cooling equipment, including but not limited to the following:

               (a) All costs for fire, extended coverage, casualty, liability, worker’s compensation, rental interruption insurance, and all other bonds and insurance as may be required by the holder or guarantor of the mortgage upon the Building in which the Premises are located, or otherwise reasonably required.

               (b) Water and sewer charges.

               (c) Fuel charges, except to the extent that the same are separately metered or apportioned to tenants.

               (d) Heating, ventilating and air conditioning equipment and filter service contracts.

               (e) Rubbish removal.

               (f) Electricity charges except to the extent that the same are separately metered or apportioned to tenants, including without limitation, the cost of electric current for the operation of elevator(s), if any, and public lights inside and outside the Building, and the parking area(s), if any.

               (g) Security service equipment contracts, if any.

               (h) Exterminating services and contracts.

               (i) Wages including all fringe benefits, federal and state payroll, unemployment and old age taxes paid by Landlord on account of all employees who are employed in, about or on account of the Property, Building or other improvements of which the Premises are a part. Employees shall include administrative and overhead personnel.

               (j) The cost of labor and materials used in cleaning the Building, surrounding areaways and windows in the Building, and the parking area(s), if any.

               (k) Supplies.

               (l) Elevator service contracts, if any.

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               (m) All costs for permits and fees, except those associated with work undertaken solely for an individual tenant.

               (n) The cost of any capital improvements or additions made to the Building and the parking area(s), if any, after the commencement of the term of this Lease, such cost thereof to be amortized over such improvement’s or addition’s useful life together with interest on the unamortized balance at the rate of two percent (2%) above the prime rate from time to time charged by FleetBoston, N.A., or its successor, or such higher rate as may be paid by Landlord for funds borrowed to construct said capital improvements or additions, it being agreed that in each Lease Year there shall be included in Operating Costs only such years allocable share of the amortization and interest described in this Section X(b)(1)(n).

               (o) All management fees paid for the manager of the Building, and all asset management fees.

               (p) All fees, dues, assessments or charges with respect to the Building and/or Property, on account of any existing or future business improvement district, or similar association or designation affecting the Building and/or Property.

          2. The following shall be excluded from Operating Costs:

               (a) capital improvements and expenses for work that Landlord performs for specific tenants;

               (b) interest and amortization of funds borrowed by Landlord, whether secured or unsecured;

               (c) leasing commissions incurred in procuring tenants for the Building or the Property;

               (d) incomes taxes, excess profits taxes, franchise taxes or other such taxes imposed on or measured by the net income of Landlord from the operation of the Building or the Property;

               (e) costs incurred by Landlord for the repair of damage to the Building or the Property to the extent that Landlord is reimbursed for same by insurance proceeds;

               (f) advertising and promotion costs;

               (g) costs of work or services performed exclusively for other tenants;

               (h) amounts paid to any partner, trustee, shareholder, officer or director of Landlord for salary or other compensation, except to the extent included in any management fee;

               (i) Landlord’s general overhead expenses (which shall not be deemed to include expenses incurred in the operation of the management office and related facilities serving the Building or the Property);

               (j) costs of repairs incurred by reason of condemnation, to the extent Landlord receives compensation therefor through condemnation or similar awards;

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               (k) fines or penalties for Landlord’s violation of laws that were not caused by any act or omission of Tenant.

          “Operating Cost Base” shall mean the actual Operating Costs for the calendar year 2003. If and to the extent the Building is less than fully occupied during the Operating Cost Base Year, then those Operating Costs which are variable based upon occupancy levels shall be equitably adjusted to reflect the Operating Costs which would have been incurred had the Building been fully occupied during such Operating Cost Base Year.

          (3) “Computation Year” shall mean each calendar year beginning with the calendar year 2003.

          (4) “Tenant’s Proportionate Share for Operating Costs” shall be 31.57 percent (31.57%). In the event that the Building is enlarged or diminished so as to increase or decrease the Net Rentable Area of the Building, Tenant’s Proportionate Share for Operating Costs shall be adjusted to reflect accurately the portion of the Net Rentable Area of the Building leased to Tenant.

          (5) “Operating Cost Excess” shall mean the amount, in any Computation Year by which the Operating Costs for said year exceed the Operating Cost Base, multiplied by Tenant’s Proportionate Share for Operating Costs. If and to the extent that the Building is less than fully occupied during any Computation Year, then those Operating Costs which are variable based upon occupancy levels shall be equitably adjusted to reflect the Operating Costs which would have been incurred had the Building been fully occupied during such Computation Year.

          (6) “Operating Cost Excess Statement” shall mean a statement setting forth in reasonable detail the amount payable by Tenant as Operating Cost Excess for the Computation Year.

          Landlord may, at its sole discretion, bill Tenant monthly, quarterly, semi-annually or annually for Operating Cost Excess. Any bill for a month, quarter or half-year may be rendered on an estimated basis, in which event the estimate shall be the actual cost of the item for the immediately preceding year increased by Landlord’s reasonable estimate of what the increase for the current year shall be. Any estimated bill need not include all of the items mentioned in Section X(b). Any annual bill shall be rendered on the basis of actual costs only. If Landlord shall render a monthly, quarterly or semi-annual bill on account of any calendar year, then within one hundred eighty (180) days after the close of such calendar year, Landlord shall render an annual bill for such year which annual bill shall make all adjustments as may be necessary to reflect actual changes during that year including, without limitation, any refund as may be due to Tenant, to be taken as a credit against future payments of Additional Rent due hereunder. All bills for Operating Cost Excess shall be due at the same time and in the same manner as the next monthly installment of Rent is due pursuant to Section IV of this Lease, or if the term of this Lease has terminated or expired, within twenty (20) days of receipt of such bill.

          (7) If the Commencement Date or the Termination Date of the Lease occurs in the middle of a Computation Year, Tenant shall be liable for only that portion of the Operating Cost Excess in respect of such Computation Year represented

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by a fraction, the numerator of which is the number of days of the herein term which falls within the Computation Year, and the denominator of which is three hundred sixty-five (365).

          (8) In the event of any taking of the Building or Property whereby this Lease shall not terminate under the provisions of Section XVI, then for the purpose of determining Operating Cost Excess, the Operating Cost Base shall be adjusted pro-rata to reflect the proportion of the Premises and/or Property remaining after such taking.

          (9) Any obligation under this Section X(b) of Tenant which shall not have been paid at the expiration of the term of this Lease shall survive such expiration and shall be paid when and as the amount of same shall be determined to be due.

          Tenant shall have the right, but exercisable no more then once during any calendar year, and only if Tenant gives Landlord written notice therefor within ninety (90) days of receipt of an annual bill, to review the books and records which document the Operating Cost Excess for said Computation Year. Any such review by Tenant shall take place at the offices where such records are kept by Landlord, and shall be at Tenant’s sole cost and expense. In the event Tenant’s review of the Operating Cost Excess for said Computation Year establishes an overcharge in Operating Cost Excess paid by Tenant, Landlord shall forthwith refund said overcharge to Tenant. In the event Tenant’s review of the Operating Cost Excess for said Computation Year establishes an undercharge in Operating Cost Excess paid by Tenant, Tenant shall forthwith pay the difference between the billed Operating Cost Excess and the actual Operating Cost Excess to Landlord.

     SECTION XI. REMOVAL OF GOODS AND TENANT’S REPAIRS. At the expiration or sooner termination of this Lease, Tenant will remove its goods and effects (except as elsewhere provided herein) and will peaceably yield up to the Landlord the Premises in substantially the same order and condition as when delivered to it, excepting ordinary wear and tear (which shall not be deemed to include holes in walls or floors or special wiring caused by installation of Tenant’s fixtures or equipment), repairs required to be made by Landlord and damage by fire or casualty not caused by Tenant.

     The Tenant shall be responsible for all damages or injury to the Premises, fixtures, appurtenances and equipment of Landlord, and to the Building and the Property, caused by Tenant’s installation or removal of furniture, fixtures or equipment.

     SECTION XII. SALES TAX. In the event that any sales tax shall be levied by the State of Maryland, or the County of Montgomery, or the City of Gaithersburg, or any other authority having jurisdiction, upon the Rent and/or the Additional Rent received by Landlord from Tenant, the exact amount of such tax shall be paid by Tenant to Landlord at the same time each installment of Rent and/or Additional Rent is paid to the Landlord.

     SECTION XIII. IMPROVEMENTS AND ALTERATIONS. The Tenant may place such partitions, fixtures, (including light fixtures), personal property, machinery and the like (subject to Section VII) in the Premises and may make, at its own expense,

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such improvements and alterations pursuant to plans and specifications as have the prior written approval of Landlord in each instance (in Landlord’s reasonable discretion provided that all work done by Tenant in the Premises shall be done in accordance with all zoning, building, fire and other codes applicable thereto. All fixtures, equipment, improvements and appurtenances paid for by Tenant and attached to or built into the Premises prior to or during the term of this Lease shall be and remain part of the Premises as of the end of the term of this Lease unless at the time Landlord approves such installation, Landlord’s approval is conditioned in writing upon removal, in which event Tenant shall remove all such items at the end of the term of this Lease at its sole cost and expense. In the case of damage or destruction of such items during the term of this Lease, Tenant shall have the right to recover its loss from any insurance company with which it has insured the same, notwithstanding that any of such things might be considered part of the Premises at the end of the term of this Lease. Landlord shall not require removal of pipes, wires and the like from the walls, ceilings or floors, provided that the Tenant properly cuts, caps and disconnects such pipes and wires and seals them off in a safe and lawful manner flush with the applicable wall, floor or ceiling and redecorates the area consistent with the remainder of the Premises. Tenant shall be responsible for any damage to the Building caused by the malfunction of its equipment or the removal of its property as aforesaid.

     SECTION XIV. INSPECTION. The Landlord and any mortgagee of the Building or of the Building and Property, or of Landlord’s interest therein, and their representatives, shall have the right at all times to enter the Premises during business hours and upon reasonable notice to Tenant, except in the event of an emergency, to inspect the same and to make repairs or replacements therein as required by this Lease and to introduce conduits and pipes or ducts; provided, however, that the Landlord shall use reasonable effort not to unreasonably interfere with or disturb the Tenant’s use and occupancy.

     SECTION XV. CASUALTY. If the Premises, the Building or Property shall be damaged or destroyed by fire or other casualty insurable under standard coverage insurance to the extent of less than twenty-five percent (25%) of the reasonable replacement value thereof at the time of such damage or destruction, Landlord shall, except as otherwise provided herein, repair and/or rebuild the same with reasonable diligence. Tenant shall repair or restore with due diligence all trade fixtures, equipment and other installations theretofore installed by Tenant to the extent of Tenant’s obligations as set forth in Exhibit B and damaged or destroyed by such fire or casualty. If the Premises or the Building shall be damaged or destroyed to the extent of twenty-five percent (25%) or more of the reasonable replacement value thereof at the time of such damage or destruction, or shall be damaged or destroyed as a result of a risk which is not covered by insurance, or shall be damaged or destroyed to any extent by any cause in the last three (3) years of the then current term of this Lease (unless Tenant shall have exercised prior to the date of said fire or other casualty any remaining option to extend the term of this Lease), or if the Property (whether or not including the Premises or the Building) should be damaged or destroyed to the extent

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of twenty-five percent (25%) or more of the reasonable replacement value thereof at the time of such damage or destruction, the Landlord may at its sole election restore or rebuild the Premises, the Building or the Property, as the case may be, or terminate this Lease.

     In any instance where Landlord shall have an election to terminate this Lease by reason of such damage or destruction, it shall give Tenant notice of its election within sixty (60) days after such damage or destruction, and in such event, if Landlord shall elect to restore or rebuild, Landlord shall proceed to do so, with reasonable diligence and Tenant shall replace or restore with reasonable diligence all trade fixtures, equipment and other installations theretofore installed by Tenant and damaged or destroyed by such fire or other casualty. Landlord’s obligation hereunder shall be to restore or rebuild to no greater extent than its obligations in connection with the original construction as set forth in Exhibit B and shall also be subject to zoning and building laws then applicable to the Premises. Further, Landlord’s obligation hereunder shall be limited to the proceeds received and retained by Landlord (net of any amounts required to be paid to Landlord’s mortgagee) under the insurance policy which is allocable to the Premises, and Landlord shall not be obligated to commence such repairs and/or rebuilding until such insurance proceeds are released to Landlord. Landlord shall not be liable for delays in the making of any such repairs which are due to governmental regulations, casualties, and strikes, unavailability of labor and materials, and other causes beyond the reasonable control of Landlord; nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to that business of Tenant resulting from reasonable delays in the making of any such repairs. Tenant shall, during any period of reconstruction or repair of the Premises, the Building and/or of the Property, continue the operation of its business in the Premises to the extent reasonably practicable. If the Premises, or any part thereof, or the Building shall be damaged or destroyed by fire or other casualty not caused by the negligence or act of Tenant (irrespective of the time when such damage or destruction shall occur, and irrespective of whether or not Landlord shall be insured against the perils causing same), and if as a result thereof the Premises shall be rendered untenantable to an extent which would reasonably require the Tenant to curtail a part of its business operation, then a just proportion of the Rent reserved hereunder shall be suspended or abated according to the extent to which Tenant may be reasonably required to discontinue its business in the Premises until the work of restoration to be done by Landlord as aforesaid shall be substantially completed.

     In the event Landlord elects to terminate this Lease pursuant hereto, the effective termination date shall be not less than thirty (30) days after the date on which a termination notice is received by Tenant, this Lease and the term hereof shall expire as of such effective termination date, and the yearly Rent and Additional Rent shall be apportioned as of such date; further, if the Premises or any part thereof shall have been rendered unfit for use and occupation by reason of such damage, the yearly Rent and Additional Rent for the period from the date of the fire or other casualty to the effective termination date, or a just and proportionate part thereof, according to

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the nature and extent to which the Premises shall have been rendered unfit, shall be abated.

     Notwithstanding any provision of this Section XV to the contrary, (I) in case the Building is so damaged by such fire or other casualty that Landlord’s architect shall make a written determination within thirty (30) days of such fire or other casualty that substantial repair or reconstruction of the Building can reasonably be expected to require more than nine (9) months from the date the work begins, then, whether or not the Premises shall have been damaged by such fire or other casualty, this Lease and the term hereof may be terminated at the election of Landlord or Tenant by a notice in writing of its election so to terminate which shall be given to the other party within sixty (60) days following such fire or other casualty, the effective termination date of which shall be not less then thirty (30) days after the date on which such termination notice is received; and (II) In the event Landlord shall have not completed the repairs or restoration to the Premises and the means of access thereto to a tenantable condition as required hereunder in the event of a fire or other casualty, within nine (9) months of the date of such fire or other casualty, Tenant shall have the right to terminate this lease by a notice in writing of its election so to terminate which shall be given to Landlord within fifteen (15) days following the expiration of said nine (9) month period, the effective termination date of which shall be thirty (30) days after the date on which such termination notice is received. Tenant’s failure to deliver any notice of termination within the time period set forth in this Section XV for such notice shall render any such notice void and of no force or effect.

     SECTION XVI. EMINENT DOMAIN. If the whole of the Premises, the Building, or the Property shall be taken by condemnation or rights of eminent domain (the words “condemnation” and “eminent domain” as used herein to include purchase in lieu thereof) hereinafter collectively referred to as “taking”, then the term of this Lease shall cease as of the date of the vesting of title or as of the day possession shall be taken thereunder, whichever is earlier. If twenty-five percent (25%) or more of the Property shall be taken (whether or not the Building or the Premises is within said twenty-five percent (25%)) or if twenty-five percent (25%) or more of the Premises or twenty-five percent (25%) or more of the Building shall be taken, Landlord shall be entitled to terminate this Lease effective as of the day of vesting of title or as of the day possession shall be taken thereunder, whichever Landlord shall elect, by giving Tenant notice of its election within sixty (60) days of such vesting of title or taking of possession; but if Landlord does not elect to so terminate this Lease, it shall with due diligence restore the Premises and/or the Building and/or the Property to an architectural unit as nearly like its condition prior to such taking as shall be practical. If forty percent (40%) or more of the Premises shall be taken, or if forty percent (40%) or more of the Building of which the Premises are a part shall be taken, including in such taking some portion of the Premises, Tenant shall be entitled to terminate this

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Lease by giving notice to Landlord to that effect within sixty (60) days following the taking of possession of the Premises, in which event this Lease and the term hereof shall cease and terminate as of the end of the calendar month in which such notice shall be given. If this Lease is not terminated as hereinbefore provided, either by Landlord or Tenant, all of the provisions hereof shall continue in effect, but in case there shall be a reduction of the net rentable area of the Premises by reason of such taking, the Rent and Additional Rent shall be equitably abated to the extent of the reduction of the net rentable area of the Premises from the time possession shall be taken for the balance of the term of this Lease.

     During the restoration work to be done by Landlord, if any, a just proportion of the Rent and Additional Rent herein reserved shall be suspended or abated according to the extent of the reduction of the Net Rentable Area. Tenant shall during any period of such work continue the operation of the business in the Premises to the extent reasonably practicable. In the event of restoration, Landlord’s obligation to restore shall be limited to the obligations of Landlord in connection with the original construction as set forth on Exhibit B and limited to the extent of the damages awarded for the taking and released to Landlord (net of any amounts required to be paid to Landlord’s mortgagee). Landlord’s obligations shall be subject to zoning and building laws then applicable to the Premises. Tenant shall repair or restore all trade fixtures or equipment and other installations theretofore installed by Tenant. All damages awarded for any taking, whether for the whole or a part of the Premises, the Building, or the balance of the Property, or otherwise, shall belong to and be the property of Landlord whether such damages shall be awarded as compensation for diminution in value to the leasehold or to the fee or otherwise; provided, however, that Tenant shall be entitled to receive and retain any amounts which may be specifically awarded to it by reason of the loss of its trade fixtures or furniture. Tenant shall have the right to prosecute any claim for its relocation or moving expenses.

     SECTION XVII. INDEMNIFICATION. Except to the extent caused by or resulting from Landlord’s gross negligence or intentional misconduct, Tenant shall save Landlord harmless, and will exonerate and indemnify Landlord from and against any and all claims, liabilities or penalties asserted by or on behalf of any person, firm or public authority:

     (a)     on account of or based upon any injury to person, or loss of or damage to property, sustained or occurring on the Premises on account of or based upon the act, omission, fault, or neglect of Tenant, its servants, agents, employees, licensees, invitees and guests;

     (b)     on account of or based upon any injury to person or loss of or damage to property, sustained or occurring elsewhere (other than on the Premises) in or about the Building and Property (and, in particular, without limiting the generality of the foregoing, on or about the elevator(s), if any, stairways, public corridors, sidewalks, concourses, arcades, approaches, areaways, roof, parking area(s), if any, or other appurtenances and facilities used in connection with the Property, Building or Premises) arising out of the use or occupancy of the Building, Premises or Property by

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the Tenant or by any person claiming by, through or under Tenant; and in addition to and not in limitation of either of the foregoing subsections (a) or (b)

     (c)     on account of or based upon (including monies due on account of) any work or things whatsoever done (other than by Landlord or its contractors, or agents or employees of either) in or about the Premises, the Building and/or Property by or on behalf of Tenant during the term of this Lease and during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises, and during the period of time, if any, after the Termination Date that Tenant may have been given access to the Premises or may have held over in occupancy of the Premises, or any portion thereof; and, in respect of any of the foregoing, from and against all costs, expenses (including reasonable attorneys’ fees), and liabilities incurred in or in connection with any such claim, or any action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, shall, at Tenant’s expense, resist or defend such action or proceeding and employ counsel therefor reasonably satisfactory to Landlord, it being agreed that such counsel as may act for insurance underwriters of Tenant engaged in such defense shall be deemed satisfactory.

     SECTION XVIII. PROPERTY OF TENANT. In addition to and not in limitation of other provisions of this Lease, Tenant covenants and agrees that all of its merchandise, furniture and property of every kind, nature and description which may be in or upon the Premises, Building, or Property, in the public corridors, or on the sidewalks, areaways, and approaches thereto, or parking area(s), if any, before, during or after the term of this Lease, shall be at the sole risk and hazard of Tenant, and that if the whole or any part thereof shall be damaged, destroyed, stolen or removed by any cause whatsoever, no part of said damage or loss shall be charged to or borne by Landlord. Tenant shall, at Tenant’s expense, obtain and keep in force “all risk” property insurance covering Tenant against damage to or loss of any personal property, fixtures and equipment of Tenant, and provide for waiver of subrogation by Tenant’s insurer against Landlord and coverage for the full replacement cost of such property.

     SECTION XIX. INJURY AND DAMAGE. Except to the extent caused by or resulting from Landlord’s gross negligence or intentional misconduct, Landlord shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, electrical disturbance, water, rain or snow, or leaks from any part of the Building or parking area(s), if any, or from the pipes, appliances, or plumbing works or from the roof, street or subsurface or from any other place or from dampness or by any other cause of whatever nature, whether caused by other tenants or persons in the Building, or on the Property, or in any parking area(s), if any, or caused by operations in construction of any private, public or quasi-public work.

     SECTION XX. ASSIGNMENT, MORTGAGING, AND SUBLETTING. Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, and that neither the Premises, nor any part thereof will be

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encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than as stated herein, or be sublet or offered or advertised for subletting, without the prior written consent of Landlord in each and every case, which consent will not be unreasonably withheld, conditioned or delayed. Notwithstanding anything contained herein to the contrary, Tenant shall have no right (i) to advertise publicly to assign this lease or sublet its interest hereunder, (ii) to assign this lease or sublet its interest hereunder at more than twenty percent (20%) below market rental rates if the Building shall be less than fully occupied, or (iii) to assign this lease or sublet its interest hereunder to any individual or entity with whom Landlord is then negotiating to rent other space in the Building; provided that, the restrictions described in this sentence shall be of no force or effect during the last two (2) years of the term of this Lease. Not in limitation of the foregoing, Tenant’s request for Landlord’s consent to subletting or assignment shall be submitted in writing no later than forty-five (45) days in advance of the proposed effective date of such proposed assignment or sublease, which request shall be accompanied by the following information (such information shall be collectively referred to as the “Required Information”): (i) the name, current address and business of the proposed assignee or subtenant; (ii) the precise square footage and location of the portion of the Premises proposed to be so subleased or assigned; (iii) the effective date and term of the proposed assignment or subletting; and (iv) the rent and other consideration to be paid to Tenant by such proposed assignee or subtenant. Tenant also shall promptly supply Landlord with financial statements and other information as Landlord may request, prepared in accordance with generally accepted accounting principles not more than ninety (90) days old when delivered to Landlord, indicating the net worth, liquidity and credit worthiness of the proposed assignee or subtenant in order to permit Landlord to evaluate the proposed assignment or sublease. Tenant agrees to reimburse Landlord for legal fees and any other reasonable expenses and costs incurred by Landlord in connection with any proposed assignment or subletting.

     Landlord’s consent shall be granted only if any and all rights contained within this Lease of expansion, extension, renewal, first offer, and the like are deleted and/or waived by Tenant, and if requested by Landlord such assignee or subtenant, and only if the assignee or subtenant shall promptly execute, acknowledge, and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee or subtenant shall agree to be bound by and upon the covenants, agreements, terms, provisions and conditions set forth in this Lease. If Tenant shall sublet the Premises, having first obtained Landlord’s consent, at a rental in excess of the rent and additional rent due and payable by Tenant under the provisions of this Lease, fifty percent (50%) such excess Rent and Additional Rent shall become the sole property of Landlord, it being agreed, however, that Landlord shall not be responsible for any deficiency if Tenant shall sublet the Premises at a rental less than that provided for herein.

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     Further, it is agreed that in lieu of withholding or granting its consent Landlord may, within thirty (30) days of receipt of a request for consent from Tenant, cancel this Lease as to the entire Premises or as to so much of the Premises as Tenant has proposed for assignment or subletting. If Landlord shall elect to cancel this Lease as to all or a portion of the Premises, it shall give Tenant written notice of its election, which notice shall set forth a “termination date” which shall be not less than sixty (60) or more than one hundred twenty (120) days from the receipt by Landlord of Tenant’s request to assign or sublet, and on that “termination date” Tenant shall surrender the Premises or portion thereof for which this Lease has been canceled, in accordance with the provisions of this Lease relating to the surrender of the Premises at the expiration or termination of the term of this Lease. Notwithstanding the foregoing if the Landlord elects to recapture all or any portion of the Premises, Tenant may withdraw its request for consent within five (5) business days after the receipt of Landlord’s recapture notice. If the cancellation shall be as to a portion of the Premises only, then the Rent and Additional Rent shall be adjusted proportionately to reflect said cancellation.

     It is hereby expressly understood and agreed, however, if Tenant is a corporation, that the assignment, or transfer of this Lease, and the term and estate granted, to any corporation into which Tenant is merged or with which Tenant is consolidated, which corporation shall have a net worth at least equal to that of Tenant immediately prior to such merger or consolidation (such corporation being hereinafter called “Assignee”), without the prior written consent of Landlord shall not be deemed to be prohibited hereby, if, and upon the express condition that, Assignee and Tenant shall promptly execute, acknowledge, and deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby Assignee shall agree to be bound by and upon the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed and whereby Assignee shall expressly agree that the provisions of this Section XX shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. The listing of any name other than that of Tenant, whether on the doors of the Premises or on the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Premises or be deemed to be the written consent of Landlord mentioned in this Section XX, it being expressly understood that such listing is a privilege extended by Landlord revocable at will by written notice to Tenant.

     If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect Rent and/or Additional Rent from the Assignee, subtenant or occupant, and apply the net amount collected to the Rent and/or Additional Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the Assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. No assignment,

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subletting or use of the Premises by an affiliate of Tenant shall affect the purpose for which the Premises may be used as stated in Section II. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under the Lease and for compliance with all the obligations of Tenant under the Lease.

     SECTION XXI. SIGNS, WINDOW TREATMENT, AND ADVERTISING. Except as hereinafter provided, Tenant may not place on the exterior of the Premises (including both interior and exterior surfaces or doors and interior surfaces of windows) or on any part of the Building outside the Premises, any signs, symbol, advertisement or the like visible to the public view outside of the Premises. Landlord shall withhold consent for signs or lettering on the entry doors to the Premises, unless such signs conform to Building standards adopted by Landlord. Any signs or letters in the public corridors or on the doors must be in accordance with a plan or sketch of the sign submitted to Landlord for written approval before installation which approval shall not be unreasonably withheld, conditioned or delayed, provided that installation shall be at the sole expense of Tenant. All signage must be in accordance with all applicable laws. No signs may be installed in or on any window. Tenant may install its own window treatment, only if the same shall not in any way interfere with the Building standard blinds or be visible from the exterior of the Building. Landlord hereby consents to the existing Tenant’s signage in and on the Building and Premises.

     Landlord agrees, however, to maintain a tenant directory in the lobby of the Building in which will be placed the Tenant’s name and the location of the Premises in the Building. Neither Landlord’s name, nor the name of the Building or any Center, Office Park or other complex of which the Building is a part, or the name of any other structure erected therein shall be used without Landlord’s consent in any advertising material (except on business stationery or as an address in advertising matter), nor shall any such name, as aforesaid, be used in any undignified, confusing, detrimental or misleading manner.

     SECTION XXII. INSURANCE COMPLIANCE. Tenant will not do or omit to do or keep anything in, upon or about the Premises which may prevent the obtaining of any fire, liability or other insurance upon or written in connection with the Premises, the Building or the Property, or which may make any such insurance void or voidable, or which may create any extra premiums or increase the rate of any such insurance over that normally applicable to office buildings, unless the Tenant pays such extra or increased premiums.

     SECTION XXIII. INFLAMMABLES, ODORS. Tenant shall not bring or permit to be brought or kept in or on the Premises or elsewhere in the Building, any inflammable, combustible or explosive fluids, material, chemical or substance (other than small quantities of industrial solvents used in the normal course of cleaning and maintenance and office supplies), or cause or permit any odors of cooking or other processes, or any unusual or other objectionable odors to emanate from or permeate the Premises.

     SECTION XXIV. DEFAULT. Any one of the following shall be deemed to be an “Event of Default”:

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     (a)     Failure on the part of Tenant to pay Rent, Additional Rent or other charges for which provision is made in this Lease on or before the date on which the same become due and payable and such failure continuing for five (5) days (the “monetary notice and cure period”) after Landlord has sent to Tenant written notice of such monetary default. Notwithstanding the foregoing, if at any time during the term of this Lease Landlord shall have sent to Tenant two (2) notices of monetary or non-monetary default, even though the same shall have been cured and this Lease not terminated, and during the twelve (12) month period next following the date on which said notices of default have been sent by Landlord to Tenant, Tenant thereafter shall default in any monetary obligation hereunder, the same shall automatically be deemed to be an Event of Default upon Landlord giving Tenant written notice thereof, and there shall be no monetary notice and cure period.

     (b)     Failure on the part of Tenant to comply with any term, condition, covenant, or requirement of this Lease and such failure continuing for thirty (30)days (the “non-monetary notice and cure period”) after Landlord has sent to Tenant written notice of such non-monetary default; provided however, Tenant shall be obligated to promptly commence, and use commercially reasonable efforts to complete as soon as possible, the curing of such default; and provided further, however, if such non-monetary default is not capable of cure within said thirty (30)days, Tenant shall have such additional reasonable period of time to cure said non-monetary default, so long as Tenant shall promptly commence and diligently prosecute to completion said cure, but in no event more than 60 (60) days. Further, if at any time during the term of this Lease Landlord shall have sent to Tenant two (2) notices of monetary or non-monetary default, even though the same shall have been cured and this Lease not terminated, and during the twelve (12) month period next following the date on which said notices of default have been sent by Landlord to Tenant, Tenant thereafter shall default in any non-monetary obligation hereunder, the same shall automatically be deemed to be an Event of Default upon Landlord giving the Tenant written notice thereof, and there shall be no non-monetary notice and cure period.

     (c)     The commencement of any of the following proceedings: (i) the estate hereby created being taken on execution or by other process of law; (ii) Tenant being judicially declared bankrupt or insolvent according to law; (iii) an assignment being made of the property of Tenant for the benefit of creditors; (iv) a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer being appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction; or (v) a petition being filed for the reorganization or rearrangement of Tenant under any provisions of the United States Bankruptcy Code now or hereafter enacted.

     Tenant hereby expressly waives any and all common law and statutory notices to quit, and expressly agrees that the notice provisions contained herein shall be in lieu thereof. Upon an Event of Default, Landlord may, but shall not be obligated to, serve upon Tenant a notice of lease termination, which shall terminate the Lease upon service to Tenant.

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     If an Event of Default shall occur, then in addition to any other remedy Landlord may have under this Lease, at law or equity, Landlord may (i) apply the Security Deposit, if any, specified in Section XLIII toward the satisfaction of such Event of Default without waiving any of Landlord’s other rights under this Lease, at law or in equity, (ii) cure Tenant’s Event of Default at Tenant’s cost and expense, and/or (iii) by lawful process enter the Premises or any part thereof in the name of the whole or mail or deliver a notice of termination addressed to Tenant as set forth in Section XXVI, and upon entering or mailing as aforesaid repossess the same as the former estate of the Landlord and expel the Tenant and those claiming by, through or under the Tenant and without prejudice to any other remedies which the Landlord may have for arrears of Rent or Additional Rent or preceding breach of covenant.

     Tenant covenants that in case of Lease termination, whether as aforesaid or otherwise, Tenant shall indemnify the Landlord against all losses Landlord may incur by reason of such termination; and at Landlord’s election, Tenant shall immediately be liable for, and pay to Landlord as damages, either (i) all such losses, including without limitation, all Rent, Additional Rent and other charges due pursuant to the Lease up until the normal expiration of the term of this Lease (had the Lease not been terminated), projected on the basis of experience under the Lease, together with all costs Landlord may incur in obtaining possession of, or in reletting the Premises (including without limitation attorneys’ fees, brokerage commissions, leasehold improvements, alterations, repairs and decorations to the Premises as Landlord in its sole judgment considers advisable or necessary to relet the same), less the fair market rental value of the Premises until the normal expiration of the term of this Lease, together with interest at the rate of one and one-half percent (1.5%) per month until said monies are paid in full, or such lesser interest rate as may be permitted under applicable law, or (ii) all Rent, Additional Rent and other charges which would have been payable had the Lease not so terminated, payable upon the due dates specified herein (subject to offset for net rents actually received from reletting after subtraction of the expenses of reletting).

     Landlord shall, to the extent required by applicable law, and not otherwise, use reasonable efforts to relet the Premises on such terms and conditions as Landlord in its sole discretion may determine (including a term different from the term of this Lease, rental concessions, and alterations to, and improvement of, the Premises). In no event shall Landlord be obligated to relet the Premises at below market rates; nor shall Landlord be obligated to relet the Premises before leasing other portions of the Building. Landlord shall not be liable for, nor shall Tenant’s obligations hereunder be diminished because of, Landlord’s failure to relet the Premises or to collect rent due for such reletting. In the event of reletting, Landlord shall have no liability to account to Tenant for any proceeds received from such reletting, except as otherwise expressly set forth herein.

     All of Landlord’s rights and remedies under this Lease, or at law or equity, are cumulative, and may be exercised as Landlord sees fit in Landlord’s sole and absolute discretion.

     SECTION XXV. SUBORDINATION AND ESTOPPEL. This Lease is subject and

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subordinate in all respects to all mortgages which may now or hereafter be placed on or affect the real property of which the Premises are a part, or Landlord’s interest or estate therein, and to each advance made and/or hereafter to be made under any such mortgages, and to all renewals, modifications, consolidations, replacements and extensions thereof and all substitutions therefor. This Section XXV shall be self-operative and no further instrument of subordination shall be required. Notwithstanding the generality of the foregoing provisions of this Section XXV, Tenant agrees that any such mortgagee shall have the right at any time to subordinate any such mortgages or other instruments of security to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion. Tenant further covenants and agrees upon demand by Landlord’s mortgagee at any time, before or after the institution of any proceedings for the foreclosure of any such mortgages or other instruments of security, or sale of the Building pursuant to any such mortgages or other instruments of security (which agreement shall survive any such foreclosure sale), to attorn to such mortgagee or such purchaser upon any such sale and to recognize such purchaser as Landlord under this Lease, provided that Tenant’s possession shall not be disturbed except under the provisions of this Lease, and further agrees to execute any and all commercially reasonable documents as such mortgagee may require to confirm such attornment within ten (10) days after demand in writing. Tenant’s failure to timely execute such documents shall, at Landlord’s election, be deemed an Event of Default hereunder.

     Tenant shall, from time to time, within ten (10) days after request from Landlord, or from any mortgagee or potential mortgagee of Landlord, or any potential purchaser of the Building, or potential mortgagee of such purchaser, execute, acknowledge and deliver in recordable form a commercially reasonable form of subordination, non-disturbance and attornment agreement (“SNDA”) and a commercially reasonable estoppel certificate (“Estoppel Certificate”) certifying, to the extent true, that this Lease is in full force and effect and unmodified (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications); that the term has commenced and the full amount of the Rent and Additional Rent then accruing thereunder; the dates to which the Rent and Additional Rent has been paid; that Tenant has accepted possession of the Premises and that any improvements required by the provisions of this Lease to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a security deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the SNDA and/or Estoppel Certificate); that Tenant, as of the date of such SNDA and/or Estoppel Certificate, has no charge, lien, or claim of offset under this Lease or otherwise against Rent or Additional Rent due or to become due hereunder; that, to the knowledge of Tenant, neither Landlord nor Tenant is not then in default under this Lease; and such other matters as may be reasonably requested by Landlord or any mortgagee or potential mortgagee of Landlord, or any purchaser of the Building, or potential mortgagee of such purchaser. Any SNDA or Estoppel

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Certificate may be relied upon by Landlord, any successor of Landlord, any mortgagees of Landlord or any prospective purchaser or mortgagee of the Building. In the event Tenant fails to deliver and execute such SNDA and/or Estoppel Certificate within ten (10) days after demand in writing, at Landlord’s election, such failure shall be an Event of Default hereunder. Tenant does hereby make, constitute and irrevocably appoint Landlord as attorney in fact to execute said documents.

     SECTION XXVI. NOTICES. Any notice or demand by Tenant to Landlord shall be served by receipted hand delivery, or by Sheriff, Constable, or by certified mail, postage prepaid, or by recognized overnight courier, addressed to Landlord as set forth below, and any notice or demand by Landlord to Tenant shall be served by receipted hand delivery, or by Sheriff, Constable, or by certified mail, postage prepaid, or by recognized overnight courier to the Tenant as set forth below.

To Landlord:	Quince Orchard Nominee Trust 60 State Street, Suite 1500 Boston, Massachusetts 02109-1803 facsimile 617-227-4727 telephone 617-723-7760
with a copy to:	Rappaport, Aserkoff & Gelles 60 State Street, Suite 1525 Boston, Massachusetts 02109-1803 facsimile 617-227-4727 telephone 617-227-7345
with a copy to:	New Boston Management Services, Inc. 1953 Gallows Road Suite 190 Vienna, Virginia 22182
To Tenant:	ACE*COMM Corporation 704 Quince Orchard Road Gaithersburg, Maryland 20878 Attention: Mehran Pooya facsimile: 301-721-3001 telephone: 301-721-3000
with a copy to:	Hogan & Hartson L.L.P. Columbia Square 555 Thirteenth Street, N.W. Washington, DC 20004-1109 Attention: Carol B. Chesley, Esq.

     It is agreed that certified mail shall be conclusively deemed received three (3) days after it is mailed, postage prepaid, and that an item sent by recognized overnight courier shall be conclusively deemed received the day it is scheduled to be delivered. Landlord and Tenant may each change their address for notices, as well as their phone number and facsimile number, by providing notice of such change to the other in the manner specified in this Section XXVI.

     SECTION XXVII. RULES AND REGULATIONS. Tenant will faithfully observe and comply with the Rules and Regulations annexed hereto and such other further Rules and Regulations as Landlord hereafter at any time or from time to time may make and may communicate in writing to Tenant, which in the reasonable judgment of Landlord shall be necessary for the reputation, operation, safety, care or appearance of the Building or Property, any parking garage or parking area(s), if any, or the preservation of good order in the said Building or Property, including any

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parking, garage or parking area(s), if any, or the operation or maintenance of the Building or Property, or the equipment thereof, or the comfort of tenants or others in the Building; provided, however, that in the case of any conflict between the provisions of this Lease and any such Rules and Regulations, the provisions of this Lease shall control; and provided further, that nothing contained in this Lease shall be construed to impose upon Landlord any duty or obligation to enforce the Rules and Regulations or the terms, covenants or conditions in any other lease as against any other tenant, and Landlord shall not be liable to Tenant for violation of the same by any other tenant, or any other tenant’s servants, employees, agents, visitors, invitees or licensees.

     SECTION XXVIII. QUIET ENJOYMENT. The Tenant, on paying the said Rent and Additional Rent and performing in all material respects the covenants of this Lease on its part to be performed, shall and may peaceably and quietly have, hold and enjoy the Premises in accordance with this Lease for the term aforesaid and any extension thereof, free from disturbance by Landlord or anyone claiming by, through or under Landlord.

     SECTION XXIX. BINDING AGREEMENT. This Lease shall bind and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and assigns. This Lease contains the entire agreement of the parties and may not be modified except by instrument in writing signed by the parties hereto.

     SECTION XXX. LANDLORD LIABILITY. During such time as the Landlord shall be a limited partnership, corporation, limited liability company, limited liability partnership, joint venture, or trust, Tenant agrees that it shall not hold any partner, shareholder, member, trustee, or beneficiary of Landlord personally responsible for any of the covenants of Landlord under this Lease, and in the event it has a claim against Landlord, Tenant shall look only to Landlord’s interest in the Building or the proceeds thereof for recovery of any judgment from Landlord; it being specifically agreed that neither the Landlord nor anyone claiming by, through or under Landlord shall ever be personally liable for any such judgment, or for the payment of any monetary obligation to Tenant.

     SECTION XXXI. SEISIN. In the event of a sale or other disposition of the Building and/or land underlying it by Landlord, Landlord shall be entirely free and relieved from the performance and observance thereafter of all covenants and obligations of Landlord hereunder, it being understood and agreed that the successor to Landlord’s ownership shall thereupon and thereafter assume and perform and observe, any and all of such covenants and obligations of Landlord including, without limitation, any and all obligations relating to the security deposit.

     SECTION XXXII. INSURANCE.

     (a)       Tenant shall maintain in full force and effect the following insurance written by one or more responsible companies licensed to do business in the state in which the Premises is located in form and content reasonably satisfactory to Landlord, including, except as to subsection (a)(2) of this Section XXXII at the request of Landlord, Landlord and Landlord’s managing agent as additional insureds, and Tenant shall keep deposited with the Landlord certificates thereof, with endorsements

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on such certificates to the effect that such insurance shall not be cancelled by the insurer without at least fifteen (15) days prior notice to Landlord:

     (1)     Commercial General Liability insurance in the broadest form of such coverage as is available from time to time in the jurisdiction in which the Premises is located, applying to the use and occupancy of the Premises and the business operated by Tenant and on an occurrence basis in an amount not less than Three Million Dollars ($3,000,000) combined single limit for property damage and for any personal injury, including death, to one or more than one person arising out of any one incident. At any time during the term hereof upon sixty (60) days’ notice, Landlord may require the Tenant to increase the amount of insurance required hereunder to a greater commercially reasonable amount as may be required by Landlord or recommended by Landlord’s insurance advisor or required by Landlord’s mortgagee.

     (2)     Worker’s compensation insurance in the minimum amount required by statute covering all employees of Tenant, and, if Tenant shall contract with any independent contractor for the furnishing of labor, materials or services to Tenant, Tenant shall require such independent contractor to maintain worker’s compensation insurance covering all its employees and all the employees of any subcontractor.

     (3)     Extended coverage property damage insurance covering Tenant’s personal property located at the Premises (furniture, fixtures and equipment on a replacement cost basis) and Tenant improvements, if any.

(b) Landlord shall not be liable to Tenant for:

     (1)     Damage to or loss of property entrusted to employees of the Landlord.

     (2)     Loss of property through thefts regardless of where the theft takes place.

     (3)     Damage to property regardless of where the damage takes place.

     (4)     Damage to or loss of property caused by other tenants or occupants of the Building or caused by visitors to or in the Building.

     It is specifically understood that Landlord’s insurance does not cover any personal property of Tenant and Tenant shall not make any claim for loss of or damage to such property against Landlord or Landlord’s insurance carrier and shall not permit its insurance carrier to make any claim for loss or damage to such property against Landlord or Landlord’s insurance carrier.

     SECTION XXXIII. SUBROGATION, INSURANCE PREMIUMS. Landlord and Tenant hereby waive any rights each may have against the other in connection with any of the damage occasioned to Landlord or Tenant, as the case may be, their respective property, the Building or its contents, arising from covered causes of loss for which property insurance is carried or required to be carried pursuant to this Lease. Each party on behalf of their respective insurance companies insuring their respective property against any such loss, hereby waives any right of subrogation that it may have against the other party.

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     SECTION XXXIV. SHORING. If an excavation shall be made upon the Property or upon land adjacent to the Property, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter upon the Premises for the purpose of doing such work as said person shall deem necessary to preserve the Building from injury or damage and to support the same by proper foundations without any claims by Tenant for damages or indemnity against Landlord, or diminution or abatement of rent.

     SECTION XXXV. REZONING. Tenant agrees that it shall not oppose any application for rezoning or variance instituted by Landlord, its successors or assigns, provided that such re-zoning shall not prohibit the use set forth in Section II hereby.

     SECTION XXXVI. SEPARABILITY. If any provision or any part of any provision of this Lease, or if the application of any provision or any part of any provision of this Lease to any person, entity, or circumstance shall be held invalid by a court of competent jurisdiction, such invalidity shall have no effect on any other provision or any part of any other provision of this Lease or its application to any other person, entity, or circumstance.

     SECTION XXXVII. WAIVER OF TRIAL BY JURY. Landlord and Tenant agree that they shall, and hereby do, waive trial by jury in any action arising out of this Lease or Tenant’s use and occupancy of the Premises.

     SECTION XXXVIII. NO WAIVER. No act or thing done by Landlord or Landlord’s agents during the term of this Lease shall constitute an eviction by Landlord, nor be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless in writing and signed by Landlord. The failure of Landlord to seek redress for violation of, or to insist upon the strict performance of this Lease, or any of the Rules and Regulations set forth in this Lease or hereafter adopted by Landlord, shall not constitute a waiver in any respect nor prevent a subsequent act, which originally constituted a violation from having all force and effect of an original violation. The receipt by Landlord of Rent or Additional Rent with knowledge of the breach of any provision of this Lease shall not be deemed a waiver of such breach. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly Rent or Additional Rent herein stipulated shall be deemed to be other than on account, nor shall any endorsement or statement on any check, nor any letter accompanying any check or payment as Rent or Additional Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or Additional Rent or pursue any other remedy in this Lease provided.

     SECTION XXXIX. HOLDING OVER. In the event Tenant or any party claiming by, through or under Tenant shall hold over the Premises or any part thereof after the termination or expiration of the term of this Lease, such holding over shall constitute and be construed as a tenancy at sufferance only, provided that all the provisions of this Lease shall apply except that the Rent set forth in Section IV shall be calculated at a daily rate equal to the greater of two hundred percent (200%) of the daily Rent reserved in said Section IV, or one hundred fifty percent (150%) of the then fair market rent of the Premises. Subject to the foregoing and upon (i) nine (9) months prior

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written notice and (ii) Landlord’s prior written consent, Tenant may holdover in the Premises for one month after the end of the term of this Lease at the rental rate in effect at the end of the term of the Lease. Except for the provisions of the immediately preceding sentence, nothing contained in this Section XXXIX shall be construed as Landlord’s consent to Tenant or any party claiming by, through or under Tenant holding over.

     SECTION XL. CAPTIONS, PLURAL, GENDER. The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Lease nor the intent of any provisions hereof. Whenever a masculine or singular pronoun is used in this Lease, it shall include the feminine and plural thereof whenever the context so permits or requires.

     SECTION XLI. BROKERAGE. Tenant covenants that it has dealt with no broker other than the brokers specified at the end of this Section XLI, as Tenant’s Broker and as Landlord’s Broker, in locating the Premises demised by this Lease and in negotiating this Lease and Tenant further covenants and agrees that it shall hold Landlord harmless from any and all claims which may be asserted by any real estate broker other than the brokers specified at the end of this Section XLI who claim that it showed or referred the Tenant to the Landlord or to the Premises for any transaction involving or resulting in this Lease or Premises.

     Landlord covenants that it has dealt with no broker other than the brokers specified at the end of this Section XLI, as Tenant’s Broker and as Landlord’s Broker, in negotiating this Lease and Landlord further covenants and agrees that it shall hold Tenant harmless from any and all claims which may be asserted by any real estate broker other than the brokers specified at the end of this Section XLI who claim that it showed or referred the Tenant to the Landlord or to the Premises for any transaction involving or resulting in this Lease or Premises demised hereby. Tenant’s Broker’s fees for the transaction contemplated hereby shall be paid by Landlord pursuant to a separate written agreement between Landlord and Tenant’s Broker.

Tenant’s Broker:	McShea & Company Inc.
	One Bank Street, Suite 300
	Gaithersburg, MD 20878
	facsimile: 301-869-7201
	telephone: 301-948-9870
Landlord’s Broker:	Trammel Crow Company
	7315 Wisconsin Avenue, Suite 300W
	Bethesda, MD 20814
	facsimile: 301-530-6131
	telephone: 301-530-6200

     In the event that Tenant and Landlord agree to renew and/or extend the term of this Lease, in connection with any option contained herein or otherwise, or to expand the Premises pursuant to any such provision contained herein or otherwise, Landlord shall not be responsible for the payment of any fee or commission to any broker or other third party, including any broker identified herein, who is retained by Tenant in connection with such renewal, extension, and/or expansion.

     SECTION XLII. HAZARDOUS WASTE.

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     (a)       For the purpose of this Section XLII, “Hazardous Substance” shall mean any waste, substance or other material which may be dangerous to health or environment, including, without limitation, all “hazardous waste”, “hazardous material”, “hazardous substance”, “toxic substance”, “oil”, “infectious medical waste” and “hazardous medical waste” as defined in any federal, state, or local law, regulation or ordinance, or otherwise

     (b)       Tenant shall not dump, flush or in any way introduce any Hazardous Substance, which are regulated under the Resource Conservation and Recovery Act of 1976, as amended, (42 U.S.C. Section 6901, et. seq. “RCRA”) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended (42 U.S.C. 9601 et. seq. “CERCLA”), the Superfund Amendments and Reauthorization Act of 1986 (“SARA”), Public Law 99-499, 100 Stat 1613, et seq., and/or any other applicable municipal, federal, or state law, into the sewerage, drainage or other waste disposal system serving the Premises, the Building or the Property.

     (c)       Tenant shall not generate, use, store or dispose of any Hazardous Substance regulated under RCRA, CERCLA, SARA and/or any other applicable municipal, federal or state environmental law, in or on the Premises, the Building or the Property, nor transport any Hazardous Substance from the Premises, the Building or the Property except in compliance with RCRA, CERCLA, SARA, and any other applicable municipal, federal or state environmental law.

     (d)       Tenant shall promptly notify Landlord in writing of any incident in the Premises, or in or about the Building or the Property which constitutes a violation of or requires the filing of a notice under any statute or other applicable law described in Section XLII(b) of this Lease.

     (e)       Tenant shall indemnify, defend, and hold Landlord harmless from any and all costs, liabilities, demands, claims, civil or criminal actions, or causes of action, civil or criminal penalties, fines, losses, liens, assessments, damages, liabilities, costs, disbursements, expenses or fees of any kind or any nature (including without limitation all clean-up costs and reasonable attorneys’ fees) which may at any time be imposed upon, incurred by or asserted or awarded against Landlord arising out of or on account of Tenant’s failure to comply with the provisions of Section XLII of this Lease, whether due to any action or non-action of Tenant, its agents, employees or contractors.

     (f)       The provisions and covenants of this Section XLII shall survive the expiration or earlier termination of the term of this Lease.

     SECTION XLIII. SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall deposit with Landlord and thereafter Landlord shall hold and retain a security deposit in the amount set forth at the end of this Section XLIII throughout the term hereof as security for the faithful performance by Tenant of each and every term, condition, covenant and provision of this Lease. Landlord may apply all or any portion of the security deposit to any damage to the Premises or to the restoration thereof, as permitted by Section XXIV of this Lease for the costs of Landlord’s actual costs or damages, or to any Rent or Additional Rent which may be due from Tenant to Landlord. In the event that Landlord shall so apply all or any portion of the said

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security deposit, Tenant shall immediately upon notice, restore the same to its full amount. Landlord shall return the security deposit, or balance thereof to which Tenant is entitled after deduction therefrom of any sums in accordance with the provisions of this Lease, after expiration or other termination of the Lease Term.

     Tenant may provide said security deposit in the form of cash or irrevocable letter of credit (it also being understood and agreed that Tenant may substitute an irrevocable letter of credit for a cash security deposit upon thirty (30) days’ written notice to Landlord). In the event Tenant elects to provide said security deposit in the form of an irrevocable letter of credit, it shall be for a term of one (1) year, automatically renewable for successive one (1) year periods subject to reduction in amount pursuant hereto, in a form and issued by an institution acceptable to, and running to the benefit of, Landlord, securing the full and faithful performance by Tenant of each and every term, condition, covenant and provision of this lease. In the event that from time to time Landlord draws down all or any portion of any such letter of credit, Tenant shall immediately upon notice, restore said security deposit to the full amount required hereunder.

     Initially, such letter of credit shall be issued by Silicon Valley Bank, but incident to the expiration of any one (1) year letter of credit, Tenant shall have the right to propose a substitute financial institution, which substitute institution must be acceptable to Landlord. If the entity issuing any such letter of credit refuses to renew such letter upon the expiration thereof, Landlord shall receive written notice not less than thirty (30) days prior to the expiration date thereof.

     If, but only if, Tenant shall not have been in default of any of the terms, conditions, covenants and provisions of this Lease, the cash security deposit or the face amount of the irrevocable letter of credit shall be reduced to One Hundred Twenty Four Thousand Three Hundred Thirty Three ($124,333.00) on November 30, 2004, to One Hundred Thirteen Thousand Four Hundred Sixty Six Dollars ($113,466.00) on November 30, 2005, to One Hundred Two Thousand Six Hundred Ninety Nine Dollars ($102,699.00) on November 30, 2006, and to Ninety One Thousand Nine Hundred Thirty Two ($91,932.00) on November 30, 2007. If but only if Tenant shall not be in default of any of the terms, conditions, covenants and provisions of this Lease, Landlord shall return the full security deposit (or such proportionate amount as shall be then due to be returned to Tenant pursuant hereto) within thirty (30) days after expiration or earlier termination of the term of the Lease, and Tenant vacating the same.

     Amount of Security Deposit: One Hundred Thirty Five Thousand Dollars ($135,000), subject to reduction pursuant to this Section XLIII only.

     SECTION XLIV. LANDLORD’S RIGHT TO PERFORM FOR TENANT. Landlord shall have the right, but shall not be required, to pay such sums and do any act, whether the same requires the expenditures of monies or not, which may be necessary or appropriate by reason of failure or neglect of Tenant to perform any of the provisions of this Lease, and in the event of the exercise of such right by Landlord, Tenant agrees to pay to Landlord forthwith upon demand the cost of performing the same, plus interest at one and one-half percent (1.5%) per month of such cost, or such

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lesser interest rate as may be allowed under applicable law; and if Tenant shall default in such payment, Landlord shall have the same rights and remedies as Landlord has hereunder for the failure of Tenant to pay the Rent or Additional Rent. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease, and the exercise of these rights shall not be deemed an obligation of Landlord to perform such right in the future.

     SECTION XLV. GOVERNING LAW. This Lease shall be governed by the provisions hereof and by the laws of the state in which the Premises are located.

     SECTION XLVI. RELOCATION. INTENTIONALLY DELETED.

     SECTION XLVII. FORCE MAJEURE. In the event that either party shall be delayed or hindered in or prevented from the performance of act required under this Lease, by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or other reasons of a like nature not the fault of the party delayed in performing work or doing the acts required, then performance of such act shall be excused for the period of the delay and the period for such party’s performance of any such act shall be extended for a period equivalent to the period of such delay. The provisions of this Section shall in no event operate to excuse Tenant from the prompt payment of Rent or Additional Rent, or excuse performance due to lack of funds. In any case where work is to be paid for out of insurance proceeds of condemnation awards, due allowance shall be made, both to the party required to perform such work and to the party required to make such payments, for delays in the collection of such proceeds or awards.

     SECTION XLVIII. PRIOR LEASE. As of the execution date of this Lease, Tenant currently leases approximately 38,407 square feet of net rentable space in the Building (the “Existing Premises”), pursuant to a lease dated August 6, 1996, between Tenant and Landlord’s predecessors-in-interest, Principal Life Insurance Company, which lease was amended by an undated First Amendment to Lease and by a Second Amendment to Lease dated March 5, 2001 (collectively referred to herein as the “Prior Lease”). Effective upon the full execution and delivery of this Lease by the parties hereto, the Prior Lease shall terminate and be of no further force and effect, and the parties shall thereafter have no further obligations one to the other pursuant to the Prior Lease, except for any obligations which expressly survive the expiration or early termination of the Prior Lease, and except for Tenant’s obligations to pay “Rent”, “Operating Costs” and “Property Taxes”, as those terms are defined in Article IV of the Prior Lease, with respect to the period of time through and including September 30, 2002.

     SECTION XLIX. PARKING. Tenant shall have the right to use no more than 4.0 parking spaces per 1,000 square feet of Net Rentable Area in the Premises, of which 11 will be designated as reserved spaces throughout the entire term of this Lease, and any extensions thereof (the “Parking Space Allocation”). Tenant shall comply with such registration or identification standards as shall be reasonably established from time to time, and Tenant shall use only that portion of the parking facilities as may be reasonably designated for use by Tenant from time to time, it being understood and

-33-

agreed that Landlord shall have the right to establish and enforce such reasonable policies, rules and regulations as Landlord and/or the parking operator has issued or may issue to facilitate the operation and management of the parking facilities.

     SECTION L. OPTION TO EXTEND. Tenant shall have an option to extend this Lease for an additional term (hereinafter referred to as “Extended Term”) commencing immediately upon the expiration of the initial term hereof and continuing for a period of five (5) years, provided that Tenant proceeds strictly in accordance with the provisions of this Section L. During November of 2007, Tenant shall advise Landlord in writing that Tenant wishes to extend the term of this Lease (hereinafter referred to as “Tenant’s Extension Notice”). If at the time Landlord receives Tenant’s Extension Notice this Lease is in full force and effect without default on the part of the Tenant beyond any applicable cure period, then, during the next thirty (30) days, Landlord shall notify Tenant in writing of the Rent pursuant to Section IV of the Lease which shall be due for the Extended Term. The Rent specified by Landlord shall be that which the Landlord projects will be the fair market rent as of the commencement of the Extended Term, but in no event less than Twenty-Six and 27/100 Dollars ($26.27) per square foot of Net Rentable Area in the Premises, and which shall be determined on the agreement that there shall be no change in the Tax Base or the Operating Cost Base. Within three (3) weeks after Landlord has given Tenant notice of the Rent pursuant to Section IV of this Lease for the Extended Term, Tenant shall notify Landlord whether or not it agrees to pay such Rent. If Tenant shall agree in writing to pay such Rent, then this Lease shall be extended for the Extended Term without the execution of any additional documents, and each and every term and condition of this Lease shall apply during the Extended Term except only that the Rent specified in Section IV of this Lease during the Extended Term shall be that agreed upon by Landlord and Tenant, and the phrase “term of this Lease” shall be construed to mean the Extended Term of this Lease. If Tenant shall not agree in writing to pay such Rent, this Lease shall terminate as provided in Section III of this Lease and Tenant shall vacate the Premises on or before such date in accordance with the provisions of this Lease. If Tenant shall fail to give Landlord written notice in November of 2007 as hereinbefore specified, Tenant shall have no right to extend this Lease for the Extended Term, and this Lease shall terminate as provided in Section III of this Lease and Tenant shall vacate the Premises as provided in Section III and in accordance with the other provisions of this Lease.

     SECTION LI. VACANT SPACE NOTIFICATION. Landlord shall make reasonable efforts to endeavor to provide notice to Tenant of any space that is available for lease in the Building. If Landlord fails to so notify Tenant, such failure shall not be a default hereunder.

     SECTION LII. MULTIPLE COUNTERPARTS. This Lease may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK
SIGNATURES ARE ON THE FOLLOWING PAGE.]

-34-

     IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written.

Landlord:
QUINCE ORCHARD NOMINEE TRUST
By
	Its Trustee
Tenant:
ACE*COMM CORPORATION
By		(seal)
	Its

-35-

EXHIBIT A

LEASE PLAN

EXHIBIT B

Landlord:	Quince Orchard Nominee Trust
Tenant:	ACE*COMM Corporation

Landlord’s Work:	Landlord, at its sole cost and expense shall:
	Ø   demise the portion of the Premises on the 2nd floor
	Ø   rebalance the HVAC system
	Ø   correct any leaks that currently exist in the windows
	Ø   at Landlord’s discretion, construct improvements to the bathrooms in the common area on the first             floor
Tenant’s Work:	All other work performed in or to the Premises shall be the obligation of Tenant, at Tenant’s sole cost and expense (but may be paid for in whole or in part with the Improvement Allowance).

Exhibit B

Page 1 of 1

EXHIBIT C

MARYLAND LEGAL HOLIDAYS

*January 1	- -	New Year’s Day
**Third Monday in January	- -	Martin Luther King, Jr. Day
**Third Monday in February	- -	Presidents’ Day
Last Monday in May	- -	Memorial Day
*July 4	- -	Independence Day
First Monday in September	- -	Labor Day
**Second Monday in October	- -	Columbus Day
**November 11	- -	Veteran’s Day
Fourth Thursday in November	- -	Thanksgiving Day
*December 25	- -	Christmas Day
*Should any of these dates fall on a Sunday, the Holiday is observed on the following Monday.
**No charge for HVAC on these days between 8:00 a.m. and 6:00 p.m.

Exhibit C

Page 1 of 1

EXHIBIT D

SCOPE OF SERVICES - CLEANING

Landlord:	Quince Orchard Nominee Trust
Property:	704 Quince Orchard Road, Gaithersburg, Maryland

A.	OFFICE AREA
	Daily: (Monday through Friday 6:00 pm-10:00 pm; Legal Holidays excepted)

1.	Empty and clean all waste receptacles and remove waste materials from the premises; wash receptacles as necessary, replace plastic liners, empty recycle containers.
2.	Sweep and dust mop all uncarpeted areas using a dust-treated mop.
3.	Mop tile floors.
4.	Vacuum all rugs and carpeted areas.
5.	Wash clean all water fountains.
6.	Wash and clean coffee areas and kitchen counters, except dishes.
7.	Upon completion of cleaning, all lights will be turned off and doors locked, leaving the Premises in an orderly condition.

Weekly:

1.	Hand dust all horizontal surfaces which are clear and free of objects including furniture, office equipment, window sills, door ledges, chair rails, and convector tops, within normal reach.
2.	Remove all finger marks from private entrance, doors, light switches, and doorways.

Quarterly:

Render high dusting not reached in daily cleaning, to include:

1.	Dusting all pictures, frames, charts, graphs, and similar wall hangings.
2.	Dusting all vertical surfaces, such as walls, partitions, doors, and ducts.
3.	Remove and dust under all desk equipment and telephone and replace same.
4.	Dusting all pipes, ducts, and high moldings.
5.	Dusting all window treatment.
6.	Clean carpets – clean light fixtures.

B.	LAVATORIES
	Daily: (Monday through Friday, inclusive; Legal Holidays excepted)

1.	Sweep and damp mop floors.
2.	Clean all mirrors, powder shelves, dispensers and receptacles, bright work, flushometers, piping, and toilet seat hinges.
3.	Wash both sides of all toilet seats.

Exhibit D

Page 1 of 2

4.	Wash all basins, bowls, and urinals.
5.	Empty and clean paper towel and sanitary disposal receptacles.
6.	Remove waste paper and refuse.
7.	Refill tissue holders, soap dispensers, towel dispensers, vending sanitary dispensers; materials to be furnished by Landlord.
8.	A sanitizing solution will be used in all lavatory cleaning.

Monthly:

1.	Machine scrub lavatory floors.
2.	Wash all partitions and tile walls in lavatories.

C.	MAIN LOBBY, ELEVATORS, BUILDING EXTERIOR, AND CORRIDORS.
	Daily: (Monday through Friday, inclusive; Legal Holidays excepted)

1.	Sweep and wash all floors as needed.
2.	Clean elevators, wash or vacuum floors, wipe down walls and doors.
3.	Spot clean any metal work inside lobby.
4.	Spot clean any metal work surrounding building entrance doors.

	Monthly:
	All resilient tile floors in public areas to be treated equivalent to spray buffing.
D.	WINDOW CLEANING
	Windows of exterior walls will be washed semi-annually to include interior windows.
E.	Tenant requiring services in excess of those described above shall request same through Landlord, who shall perform the same at Tenant’s expense.
F.	SNOW REMOVAL
	Clearing, sanding and salting of all snow and ice surrounding the Building walkways, as accumulated during storms, with special emphasis on the Building opening at 8:00 am Monday through Friday, Legal Holidays excepted.

Exhibit D

Page 2 of 2

RULES AND REGULATIONS

Landlord:
Property: Quince Orchard Nominee Trust
704 Quince Orchard Road, Gaithersburg, Maryland

          The following Rules and Regulations constitute a part of the Lease and of Tenant’s obligations thereunder in respect of Tenant’s use and occupancy of the Premises in the Building.

I. BUILDING HOURS

          1.1.   The Building is open from 8:00 a.m. to 6:00 p.m. on Monday through Friday, except Holidays and Saturdays 9:00 a.m. to 1:00 p.m. The Building is closed on Sundays. Landlord shall provide limited access to the Building in accordance with such Building standard entry system as shall from time to time be in effect during normal business hours. The Landlord reserves the right to alter the Building standard entry system from time to time as it sees fit.

          1.2.   If you will need after-hours heating or air-conditioning services, please notify the Building Management Office by 3:00 p.m. on the previous working day. (These Building services are either reduced, or shut off completely when the Building is closed.) You will be charged overtime use of the Building services.

          1.3.   You are advised, for the protection and safety of your personnel, to lock premises’ entry doors at the end of each working day. Entry doors also should be locked whenever your receptionist leaves the area. If appointments or meetings are scheduled after normal business hours involving people from outside the Building, you may not leave any door ajar or propped open in order to accommodate those outside people entering the locked Building.

          1.4.   If you wish to remove fixtures or materials from the Premises after 6:00 p.m. or to have work performed after 6:00 p.m., by someone who does not have a Building pass, the Building Management Office must be notified in advance in writing.

          1.5.   Please submit a list of names and phone numbers of tenant representatives to the Building Management Office should there by a need to contact anyone after normal business hours.

II. ELEVATORS, IF ANY, DELIVERIES AND PARKING

          2.1.   If you expect delivery of any bulky material, provide the Building Management Office with reasonable advance notice so that elevators may be scheduled and elevator pads may be installed. This protects both your shipment and the elevators. For the convenience of all, elevators may not be used for deliveries during the peak traffic hours of 8:00 a.m. to 9:30 a.m.; 11:30 a.m. to 1:30 p.m.; and 4:30 p.m. to 6:00 p.m.

          2.2.   All large deliveries must be made from and to the designated Building loading dock area(s). If Tenant does not have exclusive use of a loading dock, you are to notify the Building Management Office 24 hours in advance of any large deliveries. The receiving area can accommodate certain types and sizes of vehicles. All hand trucks used for deliveries must be equipped with rubber bumpers and tires. All deliveries are to be made/received at the rear entrance of the Building in the designated Loading/Delivery area(s). Tenant shall cause all wooden shipping pallets to be removed from the Building and that any left on the premises will be removed at Tenant’s sole cost and expense.

          2.3.   The loading dock(s) may be used only for deliveries. No vehicles are allowed to stand or park in this area after unloading nor are vehicles allowed to park at the loading dock for service calls. You should advise your vendors and suppliers of this rule. Any vehicles abusing the truck dock privileges are subject to being towed at the owner’s expense.

          2.4.   Building management personnel are not authorized to receive shipments to or from the Building on behalf of Tenant.

Rules and Regulations

Page 1 of 3

III. GENERAL USE OF BUILDING AND PREMISES

          3.1.   Tenants are not permitted to place or store property on the sidewalks, passageways, parking areas or courtyards adjacent to the Building or in the elevators, vestibules, stairways, or corridors (except as may be necessary for brief periods during deliveries).

          3.2.   No animals may be brought into or kept in or about the Building or Premises. No bicycles may be brought into or kept in the Building, but must be stored, at the sole risk of the individual storing a bicycle, in the bicycle rack, if any, located in the underground parking area and/or the parking structure, if any.

          3.3.   Rubbish, rags, sweepings, acid and any and all harmful or damaging substances may not be deposited in the lavatories or in the janitor closets. Please make arrangements with the Building Management Office for disposal of any unusual trash.

          3.4.   If a Tenant’s premises becomes infested with vermin due to Tenant’s own misuse of the Premises, such Tenant, at its sole cost and expense, shall cause the Premises to be exterminated by such exterminators as shall be approved by the Landlord at such times and to such extent as the Landlord deems necessary to exterminate the vermin.

          3.5.   The Premises shall not be used for lodging or sleeping, or for any illegal purposes.

          3.6.   Canvassing, soliciting and peddling in the Building is prohibited and each Tenant shall cooperate to prevent the same.

IV. REPAIRS AND SERVICES

          4.1.   You are responsible for all general repairs and maintenance of your Premises including, but not limited to, Tenant supplied supplementary air conditioning, exterior doors, and exterior signs. All repairs, installations, or alterations to the Premises or its fixtures must first be approved and scheduled by the Building Manager.

          4.2.   All requests for work to be done in your Premises by any of the Building Management staff should be directed to the Building Manager. Building employees are not permitted to perform any work outside their regular duties except upon special instructions from the Building Manager.

          4.3.   All schedules for the performance of your construction and repair work must be coordinated by the Building Manager to avoid conflicts with various building construction and maintenance schedules. Tenants must inform the Building Manager, at least 72 hours before any work is to begin, of the nature of the work, where and when it is to be performed, the name of the contractor or concern doing the work, and the name of the individual who will supervise the performance of the work. You will be required to obtain from the persons doing work certificates of insurance coverage, signed lien waivers, and payment and performance bond in form and substance satisfactory to the Landlord. Work may not begin until such requirements have been satisfied.

          4.4.   Landlord shall purchase and install, at Tenant’s expense, all lamps, tubes, bulbs, starters and ballasts.

V. ELECTRICAL SYSTEM: ENERGY CONSERVATION: WATER

          5.1.   In order to assure that the capacity of the Building’s electrical system is not exceeded and to avert possible adverse effect on the Building’s electric system, you may not, without Landlord’s prior consent, connect any fixtures, appliances or equipment to the Building’s electric distribution system other than standard office equipment, such as typewriters, pencil sharpeners, adding machines, hand-held or desk top calculators, dictaphones, personal computers and photocopiers.

Rules and Regulations

Page 2 of 3

          5.2.   Landlord reserves the right to implement policies and procedures it deems, in its reasonable judgment, to be necessary or expedient in order to conserve and/or preserve energy and related services, or as may be necessary or required in order to comply with applicable governmental laws, rules, regulations, codes, orders and standards.

          5.3.   If you shall use water for any purpose other than for ordinary lavatory and drinking purposes, Landlord may assess a reasonable charge for the additional water so used, or install a water meter and thereby measure your water consumption for all water purposes. In the latter event, you shall pay the cost of the meter and the cost of installation thereof and shall keep such meter and installation equipment in good working order and repair. You agree to pay for water consumed, as shown on such meter, together with the sewer charge based on such meter charges, as and when bills are rendered. If you default in making such payment, Landlord may, but is not obligated to, pay such charges and collect the same from you as Additional Rent.

          5.4.   Building standard blinds or drapes contribute to the effectiveness of the Building’s heating and cooling systems. You should keep the blinds or drapes closed when windows are exposed to the sun’s rays in summer and keep them open when the sun is bright enough to provide warmth during the winter months.

VI. LIFE SAFETY AND EMERGENCY PROCEDURES

          In case of emergency situations such as power failure, water leaks or serious injury, contact the proper authorities immediately, and then contact the Building Management Office. In case of fire or smoke, pull the nearest alarm (located on your floor) and then contact the Building Management Office.

VII. SMOKE FREE ENVIRONMENT

          Smoking is not permitted in the Building or at the entryway(s) to the Building.

LANDLORD RESERVES THE RIGHT TO ALTER OR AMEND THESE RULES AND REGULATIONS FROM TIME TO TIME AND TO VARY THESE RULES AND REGULATIONS AMONG THE TENANTS OF THE BUILDING.

Rules and Regulations

Page 3 of 3 EX-23.1 4 w90254exv23w1.htm CONSENT OF GRANT THORNTON

EXHIBIT 23.1

CONSENT OF GRANT THORNTON LLP, INDEPENDENT AUDITORS

We have issued our reports dated August 22, 2003, accompanying the financial statements and schedules included in the Annual Report of ACE*COMM Corporation on Form 10-K for the year ended June 30, 2003. We hereby consent to the incorporation by reference of said report in the Registration Statements of ACE*COMM’s Employee Stock Purchase Plan, Amended and Restated Omnibus Stock Plan and 2001 Stock Option Plan for Directors of ACE*COMM Corporation on Forms S-8 (File No. 333 12107, No. 333 15237, No. 333 88077, No. 333 88079, and No. 333 61570)

/s/Grant Thornton LLP

Vienna, Virginia
September 29, 2003

EX-23.2 5 w90254exv23w2.htm CONSENT OF ERNST & YOUNG LLP

Exhibit 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statements (Forms S-8 No. 333-12107, No. 333-15237, No. 333-88077, No. 333-88079, No. 333-46938, No. 333-61570 and No. 333-103811) pertaining to the Company’s Employee Stock Purchase Plan, Amended and Restated Omnibus Stock Plan and 2001 Stock Option Plan for Directors of ACE*COMM Corporation of our report dated August 22, 2003, with respect to the financial statement and schedule of ACE*COMM Corporation included in the Annual Report (Form 10-K) for the year ended June 30, 2003, filed with the Securities and Exchange Commission.

EX-31.1 6 w90254exv31w1.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Exhibit 31.1

CERTIFICATION

I, George T. Jimenez, Chief Executive Officer and Chairman of the Board of ACE*COMM Corporation, certify that:

1.	I have reviewed this annual report on Form 10-K of ACE*COMM Corporation;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

Date: September 29, 2003

/s/ George T. Jimenez
George T. Jimenez
Chief Executive Officer and
Chairman of the Board

EX-31.2 7 w90254exv31w2.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER

Exhibit 31.2

I, Steven R. Delmar, Senior Vice President and Chief Financial Officer of ACE*COMM Corporation., certify that:

1.	I have reviewed this annual report on Form 10-K of ACE*COMM Corporation;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

Date: September 29, 2003

/s/ Steven R. Delmar
Steven R. Delmar
Senior Vice President and
Chief Financial Officer

EX-32 8 w90254exv32.htm CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350

EXHIBIT 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of ACE*COMM Corporation (the “Company”) on form 10-K for the year ending June 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, the Chief Executive Officer and the Chief Financial Officer of ACE*COMM, certify, pursuant to and solely for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the report fairly presents in all material respects, the financial condition and results of operations of ACE*COMM.

By:/s/ Steven R. Delmar
Steven R. Delmar
Senior Vice President
Chief Financial Officer

By:/s/ George T. Jimenez
George T. Jimenez
Chief Executive Officer

Date: September 13, 2002

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EX-10.1

exv10w1

EX-23.1

exv23w1

EX-23.2

exv23w2

EX-31.1

exv31w1

EX-31.2

exv31w2

EX-32

exv32