**EXECUTIVE
        EMPLOYMENT AGREEMENT**
  This
        Employment Agreement (“Agreement”) is entered into this 19th day of February,
        2007, by and between Preston Cunningham (“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:Preston
                  Cunningham
                8
                  Greenway Plaza, Suite 1000
                Houston,
                  Texas 77046
  
 **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/
                  Preston CunninghamPreston
                  CunninghamAmREIT/s/
                  H. Kerr TaylorBy:
                  H. Kerr TaylorTitle:
                  Chief Executive
                  Officer