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Exhibit 10.1 AGREEMENT TO SUBLEASE This Agreement to Sublease (this Sublease) is made this    day of September,
2004, between BINDVIEW DEVELOPMENT CORPORATION, a Texas corporation (Sublandlord), and
NATIONWIDE LIFE INSURANCE COMPANY OF AMERICA DBA NATIONWIDE PROVIDENT, a Pennsylvania corporation
(Subtenant). WHEREAS, the Sublandlord is presently the tenant under that certain Lease Agreement dated
March 30, 2001 (the Bindview Base Lease a copy of which is annexed hereto as Exhibit
B), whereby Sublandlord, commencing on September 1, 2003, leased from BARNHART INTERESTS,
INC. AS AGENT FOR SAGE PLAZA ONE LTD. (the Landlord) approximately 188,509 square feet of Net
Rentable Area (the Bindview Premises) in the building located at 5151 San Felipe Road, Houston,
Harris County, Texas (the Building); WHEREAS, Sublandlord and Subtenant have agreed upon a subletting of space in the Building
within the Bindview Premises, as the case may be, consisting of approximately 7,852 square feet of
Net Rentable Area on the twentieth (20th) floor of the Building (the Subleased Premises),
as shown on the drawings annexed hereto as Exhibit A, on the terms and conditions
hereinafter specified; NOW, THEREFORE for good and valuable consideration, the receipt and sufficiency of which are
acknowledged, Sublandlord and Subtenant agree as follows: 1. BASE LEASE. a. Except as otherwise expressly provided herein, all terms, covenants and conditions of the
Bindview Base Lease are hereby incorporated in and made a part of this Sublease, and such rights
and obligations that are contained in the Bindview Base Lease are hereby imposed upon the parties
hereto, Sublandlord being substituted for Landlord under the Bindview Base Lease and Subtenant
being substituted for Tenant under the Bindview Base Lease; provided however, that Sublandlord
shall have no obligation to Subtenant with respect to work, services, repairs, repainting,
restoration or the performance of any and all other obligations to be performed by Landlord
pursuant to the Bindview Base Lease. It is understood and agreed that the performance by
Sublandlord of any of the terms, covenants and conditions of this Sublease and the Bindview Base
Lease shall be subject to and dependent upon the performance by Landlord under the Bindview Base
Lease of all the terms, covenants and conditions, express or implied, imposed upon Landlord
pursuant to the Bindview Base Lease. It is further understood and agreed that Sublandlord shall be
under no obligation or liability whatever to Subtenant in the event that Landlord shall fail to
perform any of the terms, covenants or conditions imposed upon Landlord pursuant to the Bindview
Base Lease. b. Sublandlord covenants and agrees that Sublandlord shall not (i) do or suffer or permit
anything to be done which would constitute a default under the Bindview Base Lease or would cause
the Bindview Base Lease to be canceled, terminated or forfeited by virtue of any rights of
cancellation, termination or forfeiture reserved or vested in Landlord under the Bindview Base
Lease or (b) exercise during the term of this Sublease any right reserved or vested in Sublandlord
to cancel, terminate or forfeit the Bindview Base Lease. Sublandlord covenants and agrees to
provide Subtenant prompt written notice (within 48 hours after its receipt thereof) of any notice
of default received by Sublandlord from Landlord. If and only if Sublandlord fails to timely cure
such default beyond applicable cure periods, Sublandlord hereby grants to Subtenant the right (but
not the obligation) to cure any such default by Sublandlord (but not in the event Sublandlord is
protesting the existence of an alleged default), in which event Sublandlord shall, within ten (10)
days after receipt of an invoice therefor, reimburse Subtenant for any cost or expense so incurred.
In the event that Sublandlord fails to so reimburse Subtenant, Subtenant shall have the right to
offset such amount against the next payments of Rent due hereunder. 1




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c. Subtenant covenants and agrees that Subtenant shall not do or suffer or permit anything to
be done which would constitute a default under the Bindview Base Lease or would cause the Bindview
Base Lease to be canceled, terminated or forfeited by virtue of any rights of cancellation,
termination or forfeiture reserved or vested in Landlord under the Bindview Base Lease, and that
Subtenant will indemnify and hold harmless Sublandlord from, and defend Sublandlord against, all
claims, liabilities, losses and damages of any kind whatsoever (excepting indirect, special and
consequential damages) that Sublandlord may incur by reason of, resulting from or arising out of
any such cancellation, termination or forfeiture. Subtenant covenants and agrees to deliver to
Sublandlord, within forty-eight (48) hours after Subtenants receipt thereof, copies of any and all
notices or other correspondence received by Subtenant from Landlord that might affect Sublandlord
in any manner. d. Subtenant shall be entitled to the use and benefit of all of the services and amenities
applicable to the Subleased Premises that Landlord is obligated to provide to Sublandlord under the
Bindview Base Lease. If at any time during the term of this Sublease Sublandlord becomes entitled
to any reduction or abatement of the rentals due under the Bindview Base Lease with respect to the
Subleased Premises, Subtenant shall receive a corresponding reduction or abatement of its rental
obligations under this Sublease e. Sublandlord covenants and agrees with Subtenant that upon Subtenant paying the Rent
provided for herein, and observing and performing all of the other obligations, terms, covenants
and conditions of this Sublease on Subtenants part to be observed and performed, Subtenant may
peaceably and quietly enjoy the Subleased Premises during the Term; provided, however, that this
Sublease shall automatically terminate upon termination of the Lease and Subtenant shall have no
claim against Sublandlord unless such termination was caused by the default of Sublandlord in the
performance of the obligations under the Lease or this Sublease for which Sublandlord is
responsible. 2. DEMISE OF THE SUBLEASED PREMISES. Sublandlord hereby subleases and demises to the
Subtenant and the Subtenant hereby subleases and takes from the Sublandlord, the Subleased
Premises, subject to and upon the terms and conditions set forth herein. 3. TERM. The term of this Sublease shall commence on the date Sublandlord delivers to
Subtenant possession of the Subleased Premises with the Work (defined below in Section 7)
substantially completed as set forth in the Workletter annexed hereto as Exhibit C (the
Commencement Date), and shall continue until June 30, 2011 (the Expiration
Date). 4. DELIVERY AND OCCUPANCY OF SUBLEASED PREMISES. Subtenant acknowledges that it has
inspected, and has had the opportunity to have experts hired by Subtenant inspect, the Subleased
Premises and that the Subleased Premises shall be delivered to Subtenant and accepted by Subtenant
in its as is condition subject to Paragraphs 7 and 10 below. Subtenant acknowledges that neither
Sublandlord nor any of its purported representatives or agents has made (and Sublandlord hereby
specifically disclaims any and all) representations and warranties of any kind or character as to
the condition of the Subleased Premises, either express or implied, including without limitation,
warranties of fitness for any purposes or any particular use or commercial habitability.
Sublandlord shall deliver to Subtenant the Subleased Premises on or before the Commencement Date;
provided, however, Sublandlord shall not be liable or responsible for any claims, damages or
liabilities in connection therewith or by reason thereof nor shall Subtenant be entitled to cancel
or otherwise terminate this Sublease, unless delivery is delayed by more than 45 days, in which
case Subtenant may within 10 days after such 45th day, by written notice to Sublandlord
cancel this Sublease. 5. BASE RENTAL. a. Except as otherwise provided herein, the annual base rent (Base Rental) during
the term of this Sublease shall be as follows: Period
    
    Annual Amount Per Square Foot of NRA
    
    Monthly AmountMonths 1  3
    
    $
    0.00
    
    
    $
    0.00Months 4  12
    
    $
    14.00
    
    
    $
    9,160.67
 2




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Period
    
    Annual Amount Per Square Foot of NRA
    
    Monthly AmountMonths 13  24
    
    $
    15.00
    
    
    $
    9,815.00Months 25  81
    
    $
    16.00
    
    
    $
    10,469.33
 The Base Rental shall be payable in equal monthly installments, in advance, without demand and
without deduction, abatement or set-off, except as may be provided in this Sublease. Payments of
Base Rental shall commence on the Commencement Date; provided, however, that upon the execution of
this Sublease, Subtenant shall pre-pay the Base Rental that would otherwise be due in Month 4 of
this Sublease, i.e.,$9,160.67. b. Except as otherwise provided herein, the proportional amounts payable by Subtenant under
Article 5. BASE RENTAL ADJUSTMENT of the Bindview Base Lease, which relate to the same amounts due
under this Sublease in Paragraph 6. ADDITIONAL RENTAL, shall be due and payable monthly to
Sublandlord on or before thirty (30) days after Subtenants receipt of an itemized invoice
therefor. c. The term Rental as used in this Sublease shall mean Base Rental, Additional
Rental (as hereinafter defined), and the Parking Fee (as hereinafter defined). d. All amounts payable by Subtenant to Sublandlord under this Sublease shall be made by
Subtenant to Bindview Development Corporation, 5151 San Felipe, 25th floor, Houston, Texas 77056,
Attn.: Chief Financial Officer or in such other manner and to such other place later designated by
Sublandlord in writing, or as is set forth in any invoice from Sublandlord to Subtenant. The
amounts due under this Sublease shall be paid in one monthly check. 6. ADDITIONAL RENTAL. a. The clauses under Article 5. BASE RENTAL ADJUSTMENT of the Bindview Base Lease covering
additional rental shall apply to this Sublease during the term of this Sublease. b. The base year for Base Rental Adjustment (as defined in Article 5 of the Bindview Base
Lease and herein called Additional Rental) computations shall be 2005 (the Base
Year). c. Subtenant shall pay as Additional Rental any costs incurred in connection with Subtenants
operation or after hours use of the heating, ventilation, and air conditioning system
(HVAC) within the Subleased Premises as permitted by Section 7.04 of the Bindview Base
Lease. d. Beginning in 2006 and for each year thereafter during the Sublease term, Subtenant shall
pay to Sublandlord as Additional Rental its proportionate share (i.e. the percentage determined
from time to time by dividing the Net Rentable Area of the Subleased Premises by the total Net
Rentable Area of the Bindview Premises during the term of the Bindview Base Lease) of the amount,
if any, by which the Basic Cost for each such year exceeds the Base Year Basic Cost. e. Subtenants proportionate share of the Additional Rent shall be payable monthly, based on
the estimates of Basic Cost being paid by Sublandlord under Sections 5.01 and 5.02 of the Bindview
Base Lease and continuing until the Expiration Date of this Sublease. In the event of any
adjustment to Sublandlords payments with respect to Basic Cost under Sections 5.04, 5.05 and 5.06
of the Bindview Base Lease, Subtenant shall pay or receive, as the case may be, a corresponding
adjustment of its payments with respect to Basic Cost under this Paragraph. f. Sublandlord shall provide to Subtenant, within fifteen (15) days after Sublandlords
receipt thereof, copies of all estimates and statements received by Sublandlord from Landlord with
respect to the amount or payment of Basic Cost for any year during the term of this Sublease. If
Sublandlord elects to exercise its right to audit the Landlords books and records relating to
Basic Cost, Subtenant shall have the right to examine the results of such audit. 7. CONSTRUCTION OF IMPROVEMENTS. Prior to the Commencement Date, Sublandlord shall, at
its cost and expense, substantially complete the improvements shown on the plans and specifications
(the Plans) prepared by Don Lamoureux dated September 2, 2004, which plans and
specifications are incorporated herein by this reference (the Work). The Work shall be
completed in accordance with the Workletter annexed hereto as 3




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Exhibit C by a contractor of Sublandlords choice on a turnkey basis; however,
Sublandlords obligations under this Paragraph 7 shall not exceed $15.00 per square foot; any
overage shall be reimbursed to Sublandlord by Subtenant within thirty (30) days after Subtenants
receipt of Sublandlords invoice therefor, with such supporting documentation as Subtenant may
reasonably request. The $15.00 per square foot allowance will include architectural and
engineering fees 8. Intentionally Deleted. 9. USE OF IMPROVEMENTS ON SUBLEASED PREMISES. Subtenant shall have the right to use, at no
charge to Subtenant, any and all leasehold improvements presently located within the Subleased
Premises, including, but not limited to, all doors, cabling, components of the ceiling, floor
coverings, window coverings, and furniture described on Exhibit D annexed hereto, to the fullest
extent permitted under the Bindview Base Lease. Sublandlord makes no representation or warranty in
connection with any of the foregoing items, including, but not limited to, such items actual
presence within the Subleased Premises, the working order or condition of such items, or such
items suitability for any particular purpose. Sublandlord shall have no repair or maintenance
obligations whatsoever with respect to any of the foregoing items. 10. LEASEHOLD IMPROVEMENTS. Except as noted herein, the Subleased Premises shall be taken
by Subtenant in its as is condition, and, except as provided in Paragraph 7 of this Sublease
above, Subtenant, at its sole cost and expense, shall be responsible for all improvements within
the Subleased Premises. All leasehold improvements shall be approved in writing by Sublandlord
prior to the commencement of construction and shall be constructed and installed in accordance with
Section 3.03 of the Bindview Base Lease. 11. Intentionally Omitted. 12. USE. The Subleased Premises shall be used and occupied by Subtenant, its affiliated or
associated companies and licensees for general office purposes and such ancillary uses in
connection therewith as shall be reasonable and customary with respect to general office use, and
the operation for the noncommercial use by Subtenants employees and invitees of microwave ovens,
refrigerators, and other equipment typically found in an employee lunchroom, and for no other
purposes; however, Subtenant acknowledges and agrees that Subtenants affiliated or associated
companies and licensees rights and interests hereunder are limited to the foregoing described
rights of use and occupancy, subject to all of the terms of this Sublease. 13. PARKING. During the term of this Sublease, Sublandlord shall provide and make
available, at the monthly charge of $40.00 per space (the Parking Fee), a prorated amount of up
to three (3) unreserved parking spaces in the Building Parking Garage for each one thousand (1,000)
square feet of Net Rentable Area contained in the Subleased Premises. By way of example, the
quotient of the square footage of the Net Rentable Area within the Premises divided by 1,000
multiplied by 3 entitles Subtenant to 24 initial spaces. The Parking Fee shall be payable monthly
as Rental. 14. UTILITIES AND SERVICES. If Subtenants electrical consumption or HVAC usage is above
that which is provided to Sublandlord pursuant to the Bindview Base Lease, Subtenant shall promptly
pay all costs therefor. 15. ENTRY FOR REPAIRS AND INSPECTION. Sublandlord may enter into and upon any part of the
Subleased Premises (including, without limitation, the telephone room) at all reasonable hours with
reasonable prior notice and with the right of Subtenant to accompany such persons (except in the
event of an emergency, when no prior notice will be required) to inspect the same, clean, or make
repairs or alterations, or additions thereto, as Sublandlord may deem necessary or desirable;
provided, however, such work shall not unreasonably interfere with Subtenants use of the Subleased
Premises. 16. INSURANCE. a. Subtenant shall maintain, at its sole cost and expense, property insurance on a causes of
loss  special form basis (formerly all-risk) on all of its personal property, including
removable trade fixtures, located in the Subleased Premises, and on all non-Building standard
leasehold improvements in the Subleased Premises. Subtenant, at Subtenants option, may elect to
self insure Subtenants personal property, contents and non-Building 4




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standard leasehold improvements in the Subleased Premises. Subtenant shall maintain, at its
sole cost and expense, commercial general liability insurance, with limits of liability of not less
than $5,000,000.00 with respect to death of or injury to one or more persons and not less than
$2,000,000.00 with respect to loss of or damage to property, issued by and binding upon a solvent
insurance company reasonably acceptable to Sublandlord. Subtenants right to self-insure as
provided in this Section shall apply to property only; Subtenant may not self-insure for commercial
general liability. b. Anything in this Sublease to the contrary notwithstanding, whenever any loss, cost, damage,
or expense resulting from fire, the elements, explosion or other casualty or occurrence is incurred
by the parties to this Sublease in connection with the Subleased Premises or any improvements
thereto, or of which the Subleased Premises are a part, or any personal property of such party
therein, or the Building, or Parking Garage, and such party is required to be covered under this
Sublease or Article 12 of the Bindview Base Lease in whole or in part by insurance with respect
thereto, then the party so insured hereby releases the other party from any liability it may have
on account of such loss, cost, damage, or expense to the extent of any amount recovered by reason
of such insurance and hereby waives any right of subrogation which might otherwise exist in or
accrue to any person on account thereof, provided such release and waiver of subrogation shall not
be operative in any case where the effect thereof is to invalidate such insurance coverage.
Sublandlord and Subtenant shall use their respective best efforts to obtain such release and waiver
of subrogation from their respective insurance carriers and shall immediately notify the other of
any failure to obtain or maintain same. 17. FIRE OR OTHER CASUALTY; CONDEMNATION. a. In the event of fire or other casualty in the Bindview Premises or the Subleased Premises,
if the Subleased Premises is damaged so that it is reasonably estimated by a responsible contractor
that any portion of the Subleased Premises will be untenantable and/or not usable by Subtenant and
the remaining portion is not sufficient for the purpose for which same have been subleased for a
period of one hundred eighty (180) days or longer after such destruction, Subtenant shall so notify
Sublandlord in writing within five (5) days after Subtenants receipt of notice of the estimated
time to repair the Subleased Premises. Subtenant shall have the option to cancel this Sublease by
delivery of written notice thereof to Sublandlord within twenty-one (21) days after receipt of such
notice. If Subtenant elects not to cancel this Sublease, the Rental herein shall proportionally
abate thereafter until such time as the affected portion of the Subleased Premises is made
tenantable. b. In the event of fire or other casualty in the Bindview Premises or the Subleased Premises,
such that Sublandlord elects to terminate the Bindview Base Lease as provided in Article 11 of such
lease, Sublandlord shall notify Subtenant in writing of Sublandlords intention to cancel the
Bindview Base Lease, as the case may be, at least twenty (20) days prior to notifying Landlord of
same, and upon such termination, this Sublease shall be terminated as of such date. c. If, as a result of a taking by virtue of eminent domain or for public or quasi public use
or purpose, the Subleased Premises, a portion of the Building not including the Subleased Premises,
or the Parking Garage or access thereto, is affected in a manner that (i) renders the Subleased
Premises untenantable, (ii) substantially impairs Subtenants use of the remainder of the Subleased
Premises, or (iii) if more than fifty percent (50%) the Subleased Premises (or any lesser
percentage which renders the remainder unusable for the purposes intended) shall be taken or
condemned, Subtenant shall have the option to cancel this Sublease by delivery of written notice
thereof to Sublandlord within thirty (30) days after the date the condemning authority takes
possession. d. If, as a result of a taking by virtue of eminent domain or for public or quasi public use
or purpose, Sublandlord elects to terminate the Bindview Base Lease, as provided in Article 15 of
such lease, Sublandlord shall notify Subtenant in writing of Sublandlords intention to cancel the
Bindview Base Lease, at least twenty (20) days prior to notifying Landlord of same, and upon such
termination, this Sublease shall be terminated as of such date. 18. INDEMNITY. Unless due to Sublandlords negligence or willful misconduct, Subtenant shall
protect, indemnify, defend and hold Sublandlord harmless from any and all cost, loss, damage,
liability or expense arising out of, or connected with, injury or damage, including death, to
persons or property occurring on the Subleased Premises, or arising out of any act or omission of
Subtenant, its agents, officers, employees or invitees. Unless due to Subtenants negligence or
willful misconduct, Sublandlord shall protect indemnify, defend and hold Subtenant 5




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harmless from any and all cost, loss, damage, liability or expense arising out of, or connected
with, injury or damage, including death, to persons or property occurring in or around the Bindview
Premises, or arising out of any act or omission of Sublandlord, its agents, officers, employees or
invitees. 19. SURRENDER OF PREMISES. Upon the expiration or earlier termination of the term of
this Sublease, Subtenant shall surrender the Subleased Premises in good order, condition, and
repair, except for ordinary wear and tear and casualty damage. If Sublandlord so indicates, in
writing, Subtenant shall, at its sole cost and expense, remove such leasehold improvements, which
were installed for Subtenants occupancy of the Subleased Premises, as necessary to return the
Subleased Premises to the condition and configuration the Subleased Premises were in at the time of
delivery of the Subleased Premises. Subtenant may remove its trade fixtures, office supplies,
telecommunications and movable office equipment and furniture. 20. SUBLANDLORDS NON-LIABILITY FOR DEFAULTS OF LANDLORD. Sublandlord shall not be
responsible, answerable or liable to Subtenant for or by any reason of any default by Landlord
under the Bindview Base Lease, nor shall Sublandlord under this Sublease have any such obligations
impressed upon it. Notwithstanding the foregoing, upon the written request of Subtenant,
Sublandlord shall diligently pursue all reasonable efforts to enforce the Bindview Base Lease and
obtain Landlords compliance with its obligations thereunder and Subtenant shall have any rights of
recovery against Landlord, which flow to Sublandlord through the Bindview Base Lease, to the extent
Subtenant is entitled to such under this Sublease. 21. ASSIGNMENT OR SUBLEASE. a. Subtenant shall not have the right to assign or sublet the Subleased Premises, in whole or
in part, without Sublandlords prior written consent, which shall not be unreasonably withheld,
conditioned, or delayed. b. No assignment or subletting by Subtenant shall relieve Subtenant of any obligation under
this Sublease, and Subtenant and Subtenants assignee or sublessee shall remain jointly and
severally liable hereunder. c. Any assignment or sublease by Subtenant shall be subject to the approval of Landlord and
Landlords mortgagee. Notwithstanding the foregoing, the following shall not constitute an assignment of this Sublease:
(i) if Subtenant is a corporation, the addition or withdrawal of stockholders, or (ii) the
assignment of this Sublease to any successor of Subtenant (A) into which Subtenant is merged or
consolidated, or (B) arising from the transfer of Subtenant under this Sublease made in conjunction
with a transfer of all or substantially all of the assets of Subtenant, or (iii) such assignment is
made to any entity controlled by, controlling or under common control with Subtenant so long as in
each of the circumstances described in (i) and (ii) above in this paragraph, the surviving
corporation or assignee shall (1) assume the obligations of Subtenant hereunder in a writing which
provides that the assumption therein is for the express benefit of Landlord and Landlords
Mortgagee, and (2) shall have a Net Worth equal to or greater than $50,000,000. 22. PREMISES USED AS SECURITY. Subtenant shall not use the Subleased Premises as security
on any obligation, and in the event of the attempt of Subtenant to cause the Subleased Premises to
be used as security, Subtenant shall be in default of the terms of this Sublease and Sublandlord
shall have the option to immediately terminate this Sublease and the provisions of Paragraph 19
herein shall thereafter become applicable. 23. NOTICES. Any notices which shall be required or desired to be given by the parties
hereto shall be in writing and either delivered by hand or sent by United States certified mail,
return receipt requested, or by reliable overnight carrier and postage prepaid, to the persons at
the addresses set forth below: 6




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Sublandlord:
    
    Subtenant:Bindview Development Corporation
    
    Nationwide Life Insurance Company of America dbaNationwide Provident5151 San Felipe
    
    c/o Nationwide Mutual Insurance Company25th Floor
    
    One Nationwide PlazaHouston, Texas 77056
    
    Columbus, OH 43215-2220Attn: Corp Real Estate-Leasing 1-05-21With a copy to the Landlord:
    
    With copy to:Barnhart Interests, Inc.
    
    The Subleased Premises5151 San FelipeSuite 1399Houston, Texas 77056
 Such notice shall be deemed received on the date indicated on the delivery receipt of such notice. 24. BROKER. Sublandlord covenants, warrants and represents that it has not dealt with or
signed any commission agreement with any broker in connection with this Sublease other than Moody
Rambin Interests. Subtenant covenants, warrants and represents that it has not dealt with or
signed any commission agreement with any broker in connection with this Sublease other than Office
Space Advisors (John Richardson) and C.B. Richard Ellis. Sublandlord agrees to pay to Moody Rambin
Interests and Office Space Advisors a commission in accordance with a separate agreement.
Subtenant hereby acknowledges that neither Sublandlord nor Moody Rambin Interests has or will have
any liability or obligation to C.B. Richard Ellis in connection with this Sublease and agrees to
indemnify and hold Sublandlord harmless from any claim or liability (including the cost of
defending against and investigating such claims) arising in respect to any commission owed C.B.
Richard Ellis in connection with this Sublease. Notwithstanding anything contained herein,
Subtenant also agrees to indemnify and hold Sublandlord harmless from any claim or liability
(including the cost of defending against and investigating such claims) arising in respect to any
broker(s) not named herein who is (are) claiming by, through or under Subtenant. 25. ONGOING PREFERENTIAL RIGHT. a. Provided this Sublease is then in full force and effect and no event of default shall have
occurred, Subtenant shall have a right of first opportunity (the Preferential Right), as
hereinafter described, to sublease additional space on the 20th floor of the Building (the
Preferential Right Space), if available, at such time as Sublandlord engages in
negotiations with a prospective sublessee, exercisable at the times and upon the conditions set
forth in this Paragraph 25. b. At such time that Sublandlord has received a bona fide offer (the Offer) to
sublease from a prospective sublessee, Subtenant shall have the right to exercise its Preferential
Right to sublease that portion of the Preferential Right Space to be subleased to such prospective
sublessee (the Offer Space). Sublandlord shall send written notice of the Offer (the
Exercise Notice), in accordance with Paragraph 23 of this Sublease, together with a copy
of the Offer showing the Base Rental to be paid thereunder and the improvement allowance to be
provided to the prospective sublessee with respect thereto and other material terms and conditions
of the proposed sublease. Subtenant shall have the right to exercise its Preferential Right within
(10) days from delivery of the Exercise Notice (the Exercise Period) to sublease all (but
not less than all) of the floor on which the Offer Space is located upon the same terms and
conditions as those outlined in the Offer. If Subtenant fails to give any notice to Sublandlord
within the required ten (10) day period, Subtenant shall be deemed to have elected not to sublease
the Offer Space. c. If Subtenant fails or declines to exercise Preferential Right (either by giving written
notice thereof or by failing to give any notice) after receipt of an Exercise Notice from
Sublandlord, Sublandlord shall have the right to sublease the Offer Space to the prospective
sublessee on substantially the same terms and conditions set forth in the Exercise Notice. If
Sublandlord does not enter into a sublease of the Offer Space with the prospective sublessee with
respect to the space and in accordance with the terms that were the subject of the Exercise Notice
within 180 days after the expiration of the Exercise Period, Subtenants Preferential Right shall
apply again to any proposed subleasing of the Preferential Right Space and Sublandlord shall not
thereafter engage in other sublease 7




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negotiations with respect to the Preferential Right Space without first complying with the
provision of this Paragraph 25. d. As to the applicable portion of the Preferential Right Space, upon the execution of a
sublease between Sublandlord and the prospective sublessee, this Preferential Right shall
thereafter be null, void and of no further force or effect, however, if such sublease is for less
than a full floor, the Preferential Right shall apply to the balance of such floor. e. Upon the exercise by Subtenant of its Preferential Right as provided in this Paragraph 25
and subject to the approval of the same by Landlord and Landlords Mortgagee, Sublandlord and
Subtenant shall, within twenty (20) days after Subtenant delivers to Sublandlord notice of its
election, enter into a sublease covering the Preferential Right Space for the rent, for the term,
and containing such other terms and conditions as Sublandlord notified Subtenant pursuant to
subparagraph 25.a above. f. Any assignment or subletting by Subtenant pursuant to Paragraph 21 of this Sublease shall
terminate the Preferential Right of Subtenant contained herein. g. The Preferential Right contained herein shall be subject and subordinate to any rights of
renewal, expansion or extension existing under any other tenant leases for the Building as of the
date of this Sublease. 26. LANDLORDS CONSENT. Sublandlord and Subtenant acknowledge and agree, however, that a
condition precedent to this Sublease is Landlords execution of a Consent to Sublease. If Landlord
does not execute and return a Consent to Sublease to Sublandlord and Subtenant on or before the
thirtieth (30th) day after the date of this Sublease, Subtenant shall at its sole and absolute
discretion either: (i) terminate this Sublease by written notice to Sublandlord, or (ii) extend the
date by which Landlord must execute and return a Consent to Sublease to Sublandlord and Subtenant
until the sixtieth (60th) day after the date of this Sublease. 27. Intentionally Deleted. 28. MISCELLANEOUS. a. This Sublease shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns in accordance with the terms of this Sublease. b. This Sublease shall be governed and construed in accordance with the laws of the State of
Texas. c. If any term or provision of this Sublease, or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder of this Sublease, or
the application of such provision to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected thereby, and each provision of this Sublease shall
be valid and shall be enforceable to the extent permitted by law. d. This Sublease may be executed in multiple counterparts, and by the parties hereto on
separate counterparts, each of which shall constitute an original of this Sublease, but all of
which taken together shall constitute a single agreement. e. If either party defaults in the performance of any of the terms, agreements or conditions
contained in this Sublease and the other party engages an attorney to enforce this Sublease, should
such non-defaulting party prevail in its pursuit upon same, the defaulting party agrees to pay the
other partys reasonable legal fees. f. As between Sublandlord and Subtenant, to the extent the terms and provision of this
Sublease conflict with the terms and provisions of the Bindview Base Lease, the terms and provision
of this Sublease shall prevail. 29. TIME IS OF THE ESSENCE. Time is of the essence with respect to Sublandlords execution
and delivery of this document to Subtenant. If Sublandlord fails to execute and deliver a signed
copy hereof to Subtenant by 5:00 8




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p.m., September   , 2004, this document shall be deemed null and void and shall have no force and
effect, unless otherwise agreed in writing between Subtenant and Sublandlord. 30. SECURITY DEPOSIT: Intentionally Deleted. 31. MULTI-TENANT CONVERSION: Sublandlord, at its cost and expense, shall, prior to the
Commencement Date, cause the 20th floor of the Building to be in compliance with all applicable
federal, state, and local ordinances and laws relating to building code requirements, including,
but not limited to, material compliance with the Americans with Disabilities Act, for a
multi-tenant floor. 32. TERMINATION OPTION. Subtenant shall have the one-time right to terminate this
Sublease, exercisable by (i) providing written notice thereof to Sublandlord no sooner than the
last calendar day of the 45th month after the Commencement Date or later than the last calendar day
of the 51st month after the Commencement Date, and (ii) tendering to Sublandlord a termination fee
of $97,800.00. 33. T1 LINE: If a T1 Line exists in the Subleased Premises and is then serving the
Subleased Premises on the Commencement Date, Subtenant will have the right to use the existing T1
line at its sole cost and expense. Sublandlord makes no representation whatsoever respecting the
presence of said T1 Line or T1 service or continued service in connection therewith and shall have
no maintenance and repair obligations or liability therefor. IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have executed this
Sublease the day and year first above written. [signature pages follow] SIGNATURE PAGE FOR SUBLESSOR SUBLESSOR: BINDVIEW DEVELOPMENT CORPORATION, a Texas corporationBy:Name:Title: SIGNATURE PAGE FOR SUBTENANT SUBLESSEE: NATIONWIDE LIFE INSURANCE COMPANY OF AMERICABy:Donald V. Freiert, Jr.Vice President - Corporate Facilities 9




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EXHIBIT A SUBLEASED PREMISES EXHIBIT B BINDVIEW BASE LEASE Previously provided EXHIBIT C WORKLETTER The Work (as defined above) is to be completed in accordance with and subject to this
Workletter. 1. Delays in Construction. The Commencement Date under the Sublease shall be postponed
for each day that Sublandlord fails to substantially complete the Work as a result of strikes, acts
of God, shortages of materials or labor, governmental approvals or requirements, the various causes
set forth below, or any other causes beyond Sublandlords reasonable control. In such case, the
commencement of Rent shall be similarly postponed, except to the extent that delays occur as a
result of one or more of the following (collectively called Subtenant Delays): (a) Subtenants requests for changes to the Work, (b) any upgrades, special work or other non-building standard items, or items not customarily
provided by Sublandlord to office tenants (to the extent that the same involve longer lead times,
installation times, delays or difficulties in obtaining building permits), requirements for any
governmental approval, permit or action beyond the issuance of normal building permits, or other
delays not typically encountered in connection with Sublandlords standard office improvements, or (d) any act or omission of Subtenant or Subtenants contractors, agents or employees, or any
breach by the Subtenant of any provisions contained in this Workletter or in the Sublease, or any
failure of Subtenant to cooperate with Sublandlord or otherwise act in good faith in order to cause
the Work to be designed and performed in a timely manner. 2. Completion. Sublandlord shall be deemed to have substantially completed the Work
for purposes hereof if Sublandlord has caused all of the Work to be completed substantially except
for so-called punchlist items, e.g. minor details of construction or decoration or mechanical
adjustments which do not substantially interfere with Subtenants occupancy of the Subleased
Premises, or Subtenants ability to complete any improvements to the Subleased Premises to be made
by Subtenant. If there is any dispute as to whether Sublandlord has substantially completed the
Work, the good faith decision of Sublandlords contractor shall be final and binding on the
parties. 3. Work Performed by Subtenant. Sublandlord, at Sublandlords discretion, may permit
Subtenant and Subtenants agents and contractors to enter the Subleased Premises prior to
completion of the Work in order to 10




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make the Subleased Premises ready for Subtenants use and occupancy. If Sublandlord permits such
entry prior to completion of the Work, then such permission is conditioned upon Subtenant and
Subtenants agents, contractors, workmen, mechanics, suppliers and invitees working in harmony and
interfering with Sublandlord and Sublandlords contractors in doing the Work or with other
sublessees and occupants of the Building. If at any time such entry shall cause or threaten to
cause such disharmony or interference, Sublandlord shall have the right to withdraw such permission
upon twenty-four (24) hours oral or written notice to Subtenant. Subtenant agrees that any such
entry into the Subleased Premises shall be deemed to be under all of the terms, covenants,
conditions and provisions of the Sublease (including, without limitation, all insurance
requirements), except as to the covenant to pay Rental thereunder, and further agrees that
Sublandlord shall not be liable in any way for any injury, loss or damage which may occur to any
items of work constructed by Subtenant or to other property of Subtenant that may be placed in the
Subleased Premises prior to completion of the Work, the same being at Subtenants sole risk. 4. Liability. The parties acknowledge that Sublandlord is not an architect or
engineer, and that the Work will be designed and performed by independent architects, engineers and
contractors. Accordingly, Sublandlord does not guarantee or warrant that the Plans (as defined in
the Sublease) will be free from errors or omissions, nor that the Work will be free from defects,
and Sublandlord shall have no liability therefor. In the event of such errors, omissions, or
defects, Sublandlord shall cooperate in any action Subtenant desires to bring against such parties. 5. Incorporation Into Sublease; Default. THE PARTIES AGREE THAT THE PROVISIONS OF
THIS WORKLETTER ARE HEREBY INCORPORATED BY THIS REFERENCE INTO THE SUBLEASE. In the event of any
express inconsistencies between the Sublease and this Workletter, the latter shall govern and
control. Any default by a party hereunder shall constitute a default by that party under the
Sublease and said party shall be subject to the remedies and other provisions applicable thereto
under the Sublease. EXHIBIT D FURNITURE INVENTORY 1. 20 cubicles with chairs
2. 2 cubicle printer tables
3. 9 built-in desks
4. 18 chairs
5. Conference room table with 10 conference room chairs
6. 1 round table with 4 chairs
7. 1 large table in large room behind reception area 11