**EXECUTIVE
      EMPLOYMENT AGREEMENT**




This
      Employment Agreement (“Agreement”) is entered into this 19th day of February,
      2007, by and between David Thailing (“Executive”) and AmREIT (the “Company”).




**RECITALS**




In
      consideration of the mutual covenants set forth herein and other good and
      valuable consideration, the receipt and sufficiency of which the parties
      acknowledge, the Company and Executive, intending to be legally bound, hereby
      agree as follows:




**1.**  **Employment
      Term.** The
      Company agrees to employ Executive and Executive hereby accepts such employment
      from the Company upon the terms and conditions set forth in this Agreement
      for
      the period beginning on the date hereof and continuing until December 31, 2007
      (unless otherwise terminated earlier in accordance with Section 5 hereof)
      (“Initial Employment Period”). Upon the expiration of the Initial Employment
      Period, this Agreement shall be automatically renewed for consecutive one-year
      periods unless either party provides a written notice of non-renewal to the
      other party at least ninety (90) days prior to the end of the Initial Employment
      Period or any additional one-year period (the “Renewal Employment Period”) (the
      Initial Employment Period and any Renewal Employment Periods shall be referred
      to collectively herein as the “Employment Period”). A notice of non-renewal
      provided by the Company shall not constitute a termination without Cause under
      Section 5(b).




**2.**  **Nature
      of Duties.** Executive
      shall be employed as the Company’s Chief Financial Officer and Executive Vice
      President with job responsibilities related thereto, and such job
      responsibilities may be modified from time to time at the sole discretion of
      the
      Chief Executive Officer or the Board of Trust Managers of the Company (“Board”). Executive shall
      report to the Chief Executive Officer and shall devote his full time efforts
      to
      the faithful performance of his duties on behalf of the Company. Executive shall
      not engage in additional gainful employment of any kind or undertake any role
      or
      position, other than charitable or civic activities, whether or not for
      compensation, with any person or entity during the Employment Period without
      advance written approval of the Chief Executive Officer or the Board. Executive
      shall perform his duties at or within a reasonable vicinity of Houston, Texas,
      except for required travel on the Company’s business.




**3.**  **Adherence
      to Company Rules.** Executive ,
      at all
      times during the Employment Period, shall strictly adhere to and obey all of
      the
      Company’s written rules, regulations and policies, which will be provided to Executive and are
      now in effect, or as are subsequently adopted or modified by the Company and
      provided to Executive, which
      govern the operation of the Company’s business and the conduct of employees of
      the Company.







**4.**  **Compensation
      and Benefits.**




**a.**  **Base
      Salary.** During
      the Employment Period, Executive shall
      receive an annual base salary of $130,000, payable in equal installments in
      accordance with the Company’s normal payroll procedures. Executive ’s
      salary
      shall be subject to all applicable federal and state withholding taxes.
      Executive’s salary may be increased by the CEO and the Compensation Committee of
      the Company’s Board of Directors (“Compensation Committee”) at any time in their
      discretion.




**b.**  **Incentive
      Compensation.** During
      the Employment Period **,** Executive
      will be eligible to participate in any annual performance incentive or bonus
      program, as approved by the CEO and the Compensation Committee in their
      discretion, based on Company and individual performance goals. Any incentive
      or
      bonus compensation for any year shall be paid on or before March 15 of the
      following year, with the exception of production-based bonuses, which will
      be
      paid in July and February, based on Executive’s achievement of pre-established
      goals. Executive must be an employee on the payment date for the bonus or
      incentive to be considered "earned or accrued", other than production-based
      bonuses, which are considered "earned or accrued" as the production goals are
      met. Executive shall not be entitled to earn any incentive compensation or
      bonuses hereunder after the termination of this Agreement.




**c.**  **Standard
      Benefits.** During
      the Employment Period, Executive shall be entitled to participate in all
      employee benefit plans and programs, including paid vacations, generally
      available to other similarly situated Company executives, subject to the terms
      and conditions of the applicable plans.




**d.**  **Expenses.** During
      the Employment Period, Executive shall be entitled to receive prompt
      reimbursement for all reasonable and customary travel and business expenses
      he
      incurs in connection with his employment hereunder. Executive must account
      for
      those expenses in accordance with the policies and procedures established by
      the
      Company.




**e.**  **Restricted
      Equity.** During
      the Employment Period, Executive may, within the sole discretion of the CEO
      and
      the Compensation Committee, be eligible to participate in such restricted share
      plans that the Company may establish from time to time in the future, subject
      to
      the terms and conditions of the applicable plan.




**f.**  **Vacation.** Executive shall be entitled to three (3) weeks vacation in each calendar year,
      together with leave of absence and leave for illness or temporary disability
      in
      accordance with the policies of the Company in effect from time to time;
      provided however that Executive shall not be permitted to carry over more than
      40 hours of unused vacation time from year to year.







**5.**  **Termination.** In
      addition to non-renewal as set forth in Section 1 of this Agreement, the
      Company or Executive may terminate this Agreement and Executive’s employment as
      provided below:




**a.**  **Termination
      by the Company for Cause.** The
      Company shall have the right to terminate Executive’s employment and this
      Agreement at any time for any of the following reasons (each of which is
      referred to herein as “Cause”):




**(A)**  continued
      failure by Executive (other than for reason of mental or physical illness),
      after notice by the Company, to perform Executive’s duties;




**(B)**  misconduct
      in the performance of Executive’s duties;




**(C)**  any
      act
      by Executive of fraud or dishonesty with respect to any aspect of the Company's
      business including, but not limited to, falsification of Company
      records;




**(D)**  conviction
      of Executive of a felony (or a plea of *nolo
      contendere* with
      respect thereto);




**(E)**  acceptance
      by Executive of employment with another employer; or




**(F)**  Executive’s **** breach
      of
      Sections 8, 9, 10 or 11 of this Agreement.




If
      the
      Company terminates Executive’s employment for any of the reasons set forth
      above: (A) the Company shall within ten (10) days following the date of
      termination, pay the Executive any earned and accrued but unpaid installments
      of
      base salary and any other accrued and unpaid amounts due to Executive under
      Section 4 above through the date of termination, and the Company shall have
      no further obligations to Executive hereunder from and after the date of
      termination; and (B) all of Executive’s outstanding stock awards or other
      equity grants shall continue to be governed by the terms and conditions of
      the
      applicable grant agreement and any related plan.




**b.**  **Termination
      by the Company Without Cause.** The
      Company shall have the right to terminate Executive’s employment without Cause
      by giving Executive not less than thirty (30) days’ prior written notice and in
      such event, the Company shall pay Executive (i) any earned and accrued but
      unpaid compensation and benefits and any other accrued and unpaid amounts due
      to
      Executive under Section 4 above through the date of termination and,
      subject to the provisions of Sections 14 and 26, (ii) a severance payment
      equal to one (1) times Executive’s annual base salary (based on Executive’s
      monthly salary on the date of termination) and one (1) times the annual bonus,
      computed on the average of the last three (3) years bonus received by Executive.
      The Company shall pay the severance payment referenced in this paragraph in
      equal monthly installments over a period of twelve (12) months. In addition,
      all
      of Executive’s unvested restricted shares and equity interests shall continue to
      be governed by the terms and conditions of any applicable grant agreement and
      any related plan. In addition, upon a termination pursuant to this subsection
      b., Executive shall be entitled to continue to participate in Company-provided
      medical or health insurance or benefit plans, at no cost to Executive, for
      one
      (1) year after the date of termination; provided, however, that if applicable
      law or the terms of the plan prohibit the continued participation of Executive
      or his dependents for all or part of such period, the Company shall make a
      cash
      payment to Executive that is sufficient, on an after-tax basis, to allow
      Executive to obtain insurance that provides substantially the same benefits
      as
      the Company-provided medical or health insurance or benefit plan.




**c.**  **Voluntary
      Termination by Executive.** Except
      as provided in Section 5(f), Section 5(g) and Section 6(b) below, in the
      event that Executive’s employment with the Company is voluntarily terminated by
      Executive for any reason, the Company shall pay Executive any earned and accrued
      but unpaid installments of base salary and any other accrued and unpaid amounts
      due to Executive under Section 4 above through the date of termination, and
      the Company shall have no further obligations hereunder from and after the
      date
      of such termination and the Company and Executive shall have all other rights
      and remedies available under this Agreement or any other agreement and at law
      or
      in equity.







**d.**  **Termination
      Upon Death.** In the
      event that Executive shall die during the Employment Period, (i) within thirty
      (30) days following the date of death, the Company shall pay to Executive’s
      estate (A) any earned and accrued but unpaid installments of base salary and
      bonus, any accrued but unpaid vacation benefit and any other accrued and unpaid
      amounts due to Executive under Section 4 above through the date of
      Executive’s death and (ii) all of Executive’s unvested restricted shares and
      equity interests shall continue to be governed by the terms and conditions
      of
      any applicable grant agreement and any related plan. Executive shall be entitled
      to participate in the Company’s life insurance program.




**e.**  **Termination
      Upon Disability.** In the
      event that Executive shall become Disabled (as defined below) during the
      Employment Period, the Company may terminate Executive’s employment hereunder by
      giving Executive not less than thirty (30) days’ prior written notice of the
      effective date of termination and in such event, the Company shall pay Executive
      any earned and accrued but unpaid installments of base salary and any other
      accrued and unpaid amounts due to Executive under Section 4 above through
      the date of termination. In addition, all of Executive’s unvested restricted
      shares and equity interests shall continue to be governed by the terms and
      conditions of any applicable grant agreement and any related plan. For purposes
      of this Agreement, Executive shall become “Disabled” if he shall become, because
      of illness or incapacity, unable to perform the essential functions of his
      job
      under this Agreement, with or without reasonable accommodation, for a continuous
      period of ninety (90) days during the Employment Period.




**f.**  **Termination
      by Executive for Good Reason.** Executive
      may terminate his employment hereunder for Good Reason (as defined below) at
      any
      time during the Employment Period by delivery of written notice to the Company
      of such termination at least thirty (30) days prior to the effective date of
      termination and in such event, the Company shall pay Executive (i) any
      earned and accrued but unpaid compensation and benefits and any other accrued
      but unpaid amounts due to Executive under Section 4 above through the date
      of termination and, subject to the provisions of Sections 14 and 26, (ii) a
      severance payment equal to one (1) times Executive’s annual base salary (based
      on Executive’s monthly salary on the date of termination) and one (1) times the
      annual bonus, computed on the average of the last three (3) years bonus received
      by Executive. The Company shall pay the severance payment referenced in this
      paragraph in equal monthly installments over a period of twelve (12) months.
      In
      addition, all of Executive’s unvested restricted shares and equity interests
      shall continue to be governed by the terms and conditions of any applicable
      grant agreement and any related plan.




For
      purposes of this Agreement, “Good Reason” shall mean any one or more of the
      following:




**(A)**  a
      reduction by the Company, without Executive’s consent, in Executive’s position,
      duties, responsibilities or status with the Company that represents a
      substantial adverse change from his position, duties, responsibilities or
      status, but specifically excluding any action in connection with the termination
      of Executive’s employment for death, Disability (as defined herein), Cause (as
      defined herein) or by Executive for Normal Retirement (as defined herein);
      provided, however, that the Company (i) hiring or promoting of one or more
      new
      or existing employees to whom Executive may report or (ii) otherwise undertaking
      an internal reorganization that results in Executive reporting to a new or
      different person shall not be considered “Good Reason” for purposes of this
      subsection (A);







**(B)**  the
      Company requiring, as a condition of employment, Executive to relocate his
      employment more than fifty (50) miles from the location of Executive’s principal
      office on the date of this Agreement, without the consent of
      Executive;




**(C)**  any
      willful and material breach by the Company (or by the acquiring or successor
      business entity) of any material provision of this Agreement or any other
      agreement between the Company or any of its subsidiaries and Executive that,
      in
      any case, is not cured within thirty (30) days of the Company’s receipt of
      written notice from Executive of such breach; or




**(D)**  the
      failure by the Company to obtain the assumption of this Agreement by any
      successor or assign of the Company.




**g.**  **Termination
      Upon Normal Retirement.** In the
      event that Executive’s employment terminates by reason of his Normal Retirement
      during the Employment Period, (i) the Company shall pay to Executive any earned
      and accrued but unpaid installments of base salary and bonus, any accrued but
      unpaid vacation benefit and any other accrued and unpaid amounts due to
      Executive under Section 4 above through the date of termination, and (ii)
      all of Executive’s unvested restricted shares and equity interests shall vest
      and
      be exercisable and
      all
      restrictions on the transfer of any shares or equity interests shall lapse
      as of
      the date of Executive’s termination, and otherwise shall continue
      to be governed by the terms and conditions of any applicable grant agreement
      and
      any related plan. The Company shall have no further obligations hereunder from
      and after the date of such termination. For purposes of this Agreement, “Normal
      Retirement” means the Executive’s voluntary
      termination of employment with the Company after attaining age 65.




**6.**  **Change
      of Control.**




**a.**  **Change
      of Control.** For
      purposes of this Agreement, unless the Board determines otherwise, a “Change of
      Control” of the Company shall be deemed to have occurred at such time
      as:




**(A)**  any
      “person” (as the term is used in Sections 13(d) and 14(d) of the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
      or indirectly, of voting securities of the Company representing more than 50%
      of
      the Company’s outstanding voting securities or rights to acquire such securities
      except for any voting securities issued or purchased under any employee benefit
      plan of the Company or its subsidiaries; or




**(B)**  a
      plan of
      reorganization, merger, consolidation, sale of all or substantially all of
      the
      assets of the Company or similar transaction is approved or occurs or is
      effectuated pursuant to which the Company is not the resulting or surviving
      entity; provided, however, that such an event listed above will be deemed to
      have occurred or to have been effectuated only upon receipt of all required
      regulatory approvals not including the lapse of any required waiting periods;
      or







**(C)**  a
      plan of
      liquidation of the Company or an agreement for the sale or liquidation of the
      Company is approved and completed; or




**(D)**  the
      Board
      determines in its sole discretion that a Change in Control has occurred, whether
      or not any event described above has occurred or is contemplated.




**b.**  **Benefits
      Upon Change of Control.** If,
      within a period beginning six (6) months before, and ending twelve (12) months
      after, the date of a Change of Control (the “Change Period”), Executive’s
      employment with the Company is (i) terminated without Cause (as described
      in Section 5b above) by the Company (or by the acquiring or successor
      business entity following a Change of Control), or (ii) terminated for Good
      Reason (as described in Section 5f above) by Executive: (A) the Company shall
      pay to Executive any earned and accrued but unpaid installments of base salary
      and bonus and any other accrued but unpaid amounts due to Executive under
      Section 4 above through the date of termination; and, subject to the provisions
      of Sections 14 and 26, (B) the Company shall pay to Executive as severance
      pay and in lieu of any further compensation for periods subsequent to the
      termination an amount in cash equal to one times Executive’s base salary (based
      on Executive’s monthly salary on the date of the Change of Control) and one
      times the annual bonus, computed on the average of the last three (3) years
      bonus received by Executive; and (C) Executive shall continue to
      participate in Company-provided medical or health insurance or benefit plans,
      at
      no cost to Executive, for twelve (12) months after the date of termination;
      provided however, that if applicable law or the terms of the plan prohibit
      the
      continued participation of Executive or his dependents for all or part of such
      period, the Company shall make a cash payment to Executive that is sufficient,
      on an after-tax basis, to allow Executive to obtain insurance that provides
      substantially the same benefits as the Company-provided medical or health
      insurance or benefit plan. The Company shall pay the severance payment
      referenced in this paragraph in equal monthly installments over a period of
      twelve (12) months. In addition to the foregoing, on the date of a Change of
      Control, all of Executive’s unvested restricted shares, and equity interests
      shall vest and be exercisable and all restrictions on the transfer of any shares
      or equity interests shall lapse as of the date of the Change of Control and
      any
      such awards that include an exercise period shall remain exercisable until
      the
      earlier of the expiration date of such award or the first anniversary of the
      date of termination.




Notwithstanding
      the foregoing, if, in connection with a transaction that technically meets,
      or
      may meet, the definition of “Change of Control” as set forth in subsection a.
      above, Executive’s employment by the Company or a successor to the Company is
      terminated, but Executive is immediately re-hired or otherwise becomes an
      employee of a successor to the Company or surviving company in such a
      transaction, including, by way of example, a “going private” transaction in
      which the Company’s equity securities are no longer publicly traded, no benefits
      shall be payable to Executive under this subsection b.







**7.**  **No
      Mitigation or Offset.** Executive
      shall not be required to mitigate the amount of any payment provided for in
      Section 5 or Section 6 of this Agreement by seeking other employment
      or otherwise. The Company shall not be entitled to set off or reduce any
      severance payments owed to Executive under this Agreement by the amount of
      earnings or benefits received by Executive in future employment.




**8.**  **Non-Disclosure.** During
      the Employment Period, the Company agrees to provide Confidential Information
      to
      Executive and Executive agrees to retain any Confidential Information in strict
      confidence, and shall not furnish, make available or disclose to any third
      party
      or use for the benefit of himself or any third party, except in the furtherance
      of his job duties with the Company. Executive shall not, at any time after
      his
      employment with the Company has ended (for whatever reason), use or divulge
      to
      any person or entity, directly or indirectly, any Confidential Information,
      or
      use any Confidential Information in subsequent employment, business or work
      of
      any nature, regardless of when Executive obtained access to or knowledge of
      such
      Confidential Information. As used in this Agreement, “Confidential Information”
shall mean any information relating to the business or affairs of the Company
      and its affiliates and predecessors, including information, observations and
      data obtained by Executive at any time during his employment with the Company,
      including before and during the course of his performance under this Agreement.
      Confidential Information includes, without specific limitation, trade secrets,
      information relating to financial statements, operations manuals, systems
      manuals, property or market evaluations or analyses, customer identities,
      customer profiles, customer preferences, partner or investor identities,
      employees, suppliers, properties, prospective properties, project designs,
      project methods, advertising programs, acquisition plans and information,
      expansion plans and information, advertising techniques, target markets,
      servicing methods, equipment, programs, strategies and information, market
      analyses, profit margins, pricing information, cost structure, past, current
      or
      future marketing strategies, information development by contractors or
      consultants, or any other proprietary information used by the Company or its
      affiliates; provided, however, that Confidential Information shall not include
      any information which is in the public domain or becomes known in the industry
      through no wrongful act on the part of Executive. Executive acknowledges that
      the Confidential Information is vital, sensitive, confidential and proprietary
      to the Company and that he is under a contractual and common law duty to not
      disclose the Confidential Information to any third party at any time, except
      as
      otherwise required by law, rule or regulation. Executive acknowledges and agrees
      that his non-disclosure obligation applies to all Confidential Information
      of
      the Company, no matter when he obtained knowledge of or access to such
      Confidential Information. If Executive is subpoenaed, or is otherwise required
      by law to testify concerning Confidential Information, Executive agrees to
      promptly notify Company upon receipt of a subpoena, or upon belief that such
      testimony shall be required.




**9.**  **Non-Competition.** During
      the Employment Period and for an additional period of one (1) year following
      the
      termination of his employment by the Company for Cause ( as described in Section
      5a above) or the voluntary termination of employment by the Executive (as
      described in Section 5c above) (the “Noncompetition Term”), Executive agrees not
      to, directly or indirectly, either through any form of ownership or as an
      individual, director, officer, principal, agent, employee, employer, adviser,
      consultant, shareholder, partner, member or in any other individual or
      representative capacity whatsoever, either for his own benefit or for the
      benefit of any person or entity, without the prior written consent of the
      Company (which consent may be withheld in its sole discretion), engage in any
      manner in the Business (as defined below) in the metropolitan areas of Houston,
      Austin, Dallas or San Antonio, Texas or any other metropolitan area in the
      United States where the Company owns or leases more than $10 million in gross
      asset value of assets as of the date of this Agreement or as of the date of
      termination. For purposes of this Section 9, “Business” means the acquisition,
      development, management, ownership, leasing and/or disposition of retail
      shopping centers and/or any capital raising activities related thereto.







Executive
      understands and agrees that his covenants contained in this Section 9 are
      being given in consideration of the numerous mutual promises and agreements
      contained in this Agreement between the Company and Executive, including,
      without limitation, those involving, employment, compensation, and Confidential
      Information, and in order to protect the Company’s Confidential Information and
      other legitimate business interests and to reduce the likelihood of irreparable
      damage which would occur in the event such information is provided to or used
      by
      a competitor of the Company.




Notwithstanding
      the foregoing, Executive shall not be deemed to have violated this
      Section 9 solely by reason of his passive ownership of 10% or less of the
      outstanding equity interests of any public entity.




Executive
      hereby acknowledges that the geographic boundaries, scope of prohibited
      activities and the time duration of the provisions of this Section 9 are
      reasonable and are no broader than are necessary to protect the legitimate
      business interests of the Company. This noncompetition provision can only be
      revoked or modified by a writing signed by both Executive and the Chief
      Executive Officer of the Company, as approved by the Board, which specifically
      states an intent to revoke or modify this provision. Executive acknowledges
      that
      the Company would not employ him or provide him with access to its Confidential
      Information but for his covenants or promises contained in this Section.




The
      Company and Executive agree and stipulate that the agreements and covenants
      not
      to compete contained in this Section 9 hereof are fair and reasonable in
      light of all of the facts and circumstances of the relationship between
      Executive and the Company; provided however, Executive and the Company are
      aware
      that in certain circumstances courts have refused to enforce certain terms
      of
      agreements not to compete. Therefore, in furtherance of, and not in derogation
      of the provisions of this Section 9, the Company and Executive agree that
      in the event a court should decline to enforce any terms of any of the
      provisions of this Section 9, that this Section 9 shall be deemed to
      be modified or reformed to restrict Executive’s competition with the Company to
      the maximum extent, as to time, geography and business scope, which the court
      shall find enforceable; provided however, in no event shall the provisions
      of
      this Section 9 be deemed to be more restrictive to Executive than those
      contained herein.




Executive
      agrees that during the Noncompetition Term, he shall immediately notify the
      Company in writing of any employment, work or business he undertakes with or
      on
      behalf of any person (including himself) or entity, whether or not for
      compensation.




**10.**  **Non-Interference
      or Solicitation.** Executive agrees that during the Employment Period and for an additional period
      of one (1) year following the termination of his employment with the Company
      (for whatever reason) that neither he nor any individual, partner(s), limited
      partnership, corporation or other entity or business in which Executive has
      any
      affiliation and influence, or any employee of such entity or business that
      Executive influences, will request, solicit, encourage, induce or attempt to
      influence, directly or indirectly, (i) any employee of the Company to
      terminate his or her employment with the Company, or (ii) any
      past
      or present customer, client, partner, investor or contractor of the Company
      to
      terminate or limit his, her or its relationship with the Company, or in
      any
      way interfere with the relationship between the Company and any such customer,
      client, partner, investor or contractor.







**11.**  **Return
      of Documents.** Executive agrees that if Executive’s employment with the Company is terminated
      (for whatever reason), Executive shall not take with Executive, but will leave
      with the Company, all, Confidential Information, records, files, memoranda,
      reports, documents and other information that is the property of the Company,
      in
      whatever form (including on computer disk), and any copies thereof, or if such
      items are not on the premises of the Company, Executive agrees to return such
      items immediately upon Executive’s termination or any time at the request of the
      Company. Executive acknowledges that all such items are and remain the property
      of the Company.




**12.**  **Severability
      and Reformation.** If any
      provision of this Agreement is held to be illegal, invalid or unenforceable
      under any present or future law, and if the rights or obligations of Executive
      or the Company under this Agreement would not be materially and adversely
      affected thereby, such provision shall be fully severable, and this Agreement
      shall be construed and enforced as if such illegal, invalid or unenforceable
      provision had never comprised a part thereof, the remaining provisions of this
      Agreement shall remain in full force and effect and shall not be affected by
      the
      illegal, invalid or unenforceable provision or by its severance herefrom, and
      in
      lieu of such illegal, invalid or unenforceable provision, there shall be added
      automatically as a part of this Agreement a legal, valid and enforceable
      provision as similar in terms to such illegal, invalid or unenforceable
      provision as may be possible, and the Company and Executive hereby request
      the
      court to whom disputes relating to this Agreement are submitted to reform the
      otherwise unenforceable provision in accordance with this Section 12.




**13.**  **Injunctive
      Relief.** Executive
      acknowledges that the breach of any of the covenants contained herein,
      including, without limitation, the non-disclosure covenants contained in
      Section 8, the non-competition covenants in Section 9 and the
      non-interference or solicitation covenants in Section 10, will give rise to
      injury to the Company. Accordingly, Executive agrees that the Company shall
      be
      entitled to injunctive relief to prevent or cure breaches or threatened breaches
      of the provisions of this Agreement and to enforce specific performance of
      the
      terms and provisions hereof in any court of competent jurisdiction, in addition
      to any other legal or equitable remedies, which may be available. Executive
      further acknowledges and agrees that the enforcement of a remedy hereunder
      by
      way of injunction shall not prevent Executive from earning a reasonable
      livelihood. Executive further acknowledges and agrees that the covenants
      contained herein are necessary for the protection of the Company’s legitimate
      business interests and are reasonable in scope and content. Nothing herein
      shall
      prevent either party from pursuing a legal and/or equitable action against
      the
      other party for any damages caused by such party’s breach of this Agreement.




**14.**  **Release
      Agreement.** Executive
      agrees that, as a condition to receiving any severance benefits or payments
      under this Agreement, including those referenced in Sections 5 or 6 of this
      Agreement, Executive shall execute a general release agreement in a form
      reasonably acceptable to the Company, which shall include, without limitation,
      a
      waiver and release of all claims arising out of Executive’s service as an
      employee of the Company, its subsidiaries or any of their affiliates and the
      termination of such relationship. Such claims include all claims based on any
      federal, state or local statute, including without limitation the Age
      Discrimination in Employment Act of 1967, as amended, Title VII of the Civil
      Rights Act of 1964, as amended, the Civil rights Act of 1991, as amended, the
      Employee Retirement Income Security Act of 1974, as amended, the Sarbanes-Oxley
      Act, and the Texas Commission on Human Rights Act. Such release agreement shall
      also contain a mutual non-disparagement provision.







**15.**  **Headings.** The
      headings used in this Agreement have been inserted for convenience and do not
      constitute matter to be construed or interpreted in connection with this
      Agreement.




**16.**  **Governing
      Law.** THIS
      AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY PRINCIPLE OF CONFLICT OF LAWS
      THAT
      WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.




**17.**  **Venue.** The
      venue
      for any dispute arising out of this Agreement or Executive ’s
      employment with the Company shall be any state or federal court of competent
      jurisdiction in Harris County, Texas. Each party consents to the personal
      jurisdiction of the state and federal courts of said county and waives any
      objection that such courts are an inconvenient forum.




**18.**  **Survival.** Except
      as otherwise provided herein, Executive’s termination from employment and/or the
      termination of this Agreement, for whatever reason, shall not reduce or
      terminate Executive’s or the Company’s covenants and agreements set forth
      herein.




**19.**  **Notices.** Any
      notice necessary under this Agreement shall be in writing and shall be
      considered delivered three days after mailing if sent certified mail, return
      receipt requested, or when received, if sent by telecopy, prepaid courier,
      express mail or personal delivery to the following addresses:




If
                to the Company:8
                Greenway Plaza
              Suite
                1000
              Houston,
                Texas 77046
              Attention:
                Chief Financial Officer
              Telecopy:
                (713) 850-0498If
                to Executive:David
                Thailing
              3379
                Maroneal
              Houston,
                TX 77025







**20.**  **Entire
      Agreement.** Except
      as provided herein, this Agreement embodies the entire agreement and
      understanding of the parties hereto in respect of the subject matter contained
      herein and supersedes all prior conflicting or inconsistent agreements, consents
      and understandings relating to such subject matter. The parties acknowledge
      and
      agree that there is no oral or other agreement between the Company and
      Executive, which has not been incorporated in this Agreement. This Agreement
      may
      only be modified pursuant to Section 24.




**21.**  **No
      Waiver.** The
      forbearance or failure of one of the parties hereto to insist upon strict
      compliance by the other with any provisions of this Agreement, whether
      continuing or not, shall not be construed as a waiver of any rights or
      privileges hereunder. No waiver of any right or privilege of a party arising
      from any default or failure hereunder of performance by the other shall affect
      such party’s rights or privileges in the event of a further default or failure
      of performance.




**22.**  **Assignment.** This
      Agreement shall be binding upon and inure to the benefit of the Company’s
      successors and Executive’s personal or legal representatives, executors,
      administrators, heirs, distributees, devisees and legatees. This Agreement
      shall
      not be assignable by Executive, it being understood and agreed that this is
      a
      contract for Executive’s personal services. This Agreement shall not be
      assignable by the Company except that the Company shall require any successor
      to
      all or substantially all of the Company’s business or assets whether direct or
      indirect, by purchase, merger, consolidation or otherwise), to expressly assume
      and agree to perform this Agreement in the same manner and to the same extent
      that the Company would be required to perform it if no such succession had
      taken
      place. Failure of the Company to obtain such assumption and agreement as part
      of
      any such succession shall be a breach of this Agreement and shall entitle
      Executive to resign from the employ of the Company and to receive the
      termination benefits hereunder as if he terminated his employment for Good
      Reason. References in this Agreement to the “Company” include the Company as
      hereinbefore defined and any successor to the Company’s business, assets or
      both.




**23.**  **Binding
      Effect.** This
      Agreement shall be binding on and inure to the benefit of the parties and their
      respective permitted successors and assigns.




**24.**  **Modification.** This
      Agreement may be modified only by a written agreement signed by both parties.
      Any such written modification may only be signed by Chief Executive Officer
      of
      the Company.




**25.**  **Counterparts.** This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original instrument, and all of which together shall constitute
      one and the same Agreement.




**26.**  **Section
      409A.** Notwithstanding
      any other language in this Agreement, Executive and the Company agree that
      if
      Executive is deemed to be a specified employee under Section 409A of the Code,
      or any successor or similar provision, the payment of the severance amounts
      described in Sections 5 and 6 above shall be payable on the first day of the
      seventh month after the date of termination.







IN
      WITNESS WHEREOF, the parties hereto have executed this Executive Employment
      Agreement as of the day and year first above written.




/s/
                David ThailingDavid
                ThailingAmREIT/s/
                H. Kerr TaylorBy:
                H. Kerr TaylorTitle:
                Chief Executive
                Officer