Exhibit
10.2




OFFICE
LEASE
 
  KIRKWOOD
III
 
 by and
between
 
 
 EQUASTONE
KIRKWOOD, LP,
 a
Delaware limited partnership
 
  as
Landlord,
 
  and
  INX
INC.,
 a
Delaware corporation,
 
  as
Tenant.
  
 
  KIRKWOOD
III
  SUMMARY OF BASIC LEASE
INFORMATION
  The
parties hereto agree to the following terms of this Summary of Basic Lease
Information (the "Summary").  This
Summary is hereby incorporated into and made a part of the attached Office Lease
(this Summary and the Office Lease to be known collectively as the "Lease") which pertains to the
office buildings located at 11757 Katy Freeway, Houston, Texas
77079.  Each reference in the Office Lease to any term of this Summary
shall have the meaning as set forth in this Summary for such term.  In
the event of a conflict between the terms of this Summary and the Office Lease,
the terms of the Office Lease shall prevail.  Any capitalized terms
used herein and not otherwise defined herein shall have the meaning as set forth
in the Office Lease.
 
 TERMS OF LEASE
                (References
      are to the Office Lease)
              DESCRIPTION1.     Date:
              September
      18, 2009.2.     Landlord:
              EQUASTONE
      KIRKWOOD, LP,
                a
      Delaware limited partnership3.    
      Address of Landlord
                (Section 30.11):
              8910
      University Center Lane, Suite 500
                San
      Diego, California  92122
                Attn:  Senior
      Counsel
                with
      a copy to:
                8910
      University Center Lane, Suite 500
                San
      Diego, California 92122
                Attn:  Todd
      Parker4.     Tenant:
              INX
      Inc.,
                a
      Delaware corporation.5.    
      Address of Tenant
                (Section 30.11):
              INX
      Inc.
                6401 Southwest
      Freeway
                Houston,
      Texas 77074
                Attention:  Chief
      Financial Officer
                (Prior
      to Lease Commencement Date)and
                INX
      Inc.
                11757
      Katy Freeway, Suite 1150
                Houston,
      Texas 77079
                Attention:  Chief
      Financial Officer
                (After
      Lease Commencement Date)  (ii)
 6.     Premises
      (Article 1):
              Approximately
      10,478 rentable square feet of space located in Suite 1150 on the eleventh
      (11th)
      floor of the Building located and addressed at 11757 Katy Freeway,
      Houston, Texas, as set forth in Exhibit A attached
  hereto.7.     Term
      (Article 2).7.1     Lease
      Term:
              Five
      (5) years, calculated in accordance with Section 2.1
  below.7.2    
      Lease CommencementDate:
              The
      later of the date the Premises are Ready for Occupancy or December 1,
      2009.7.3    
      Option to Extend:
              One
      (1), five (5) year Option to Extend.8.     Base
      Rent (Article 3):  Lease Months
              Monthly
                Installment of Base Rent
              Annual
                Rental
      Rate
                per Rentable Square Foot1-3
              $7,858.50
              $9.004-12
              $17,026.75
              $19.5013-24
              $17,463.33
              $20.0025-36
              $17,899.92
              $20.5037-48
              $18,336.50
              $21.0049-60
              $18,773.08
              $21.50  9.Additional
      Rent (Article 4).9.1           Base
      Year:
              Calendar
      year 2010.9.2           Tenant's
      Share:
              Approximately
      3.74%.  Tenant's Share was calculated by multiplying the number
      of rentable square feet of the Premises by 100 and dividing the product by
      the total rentable square feet in the Building, which is 280,435(subject to
      adjustment pursuant to Section 1.3 of the Lease).10.    
      Prepaid Base Rent
                (Article 3)
              $7,858.50
      for the first (1st)
      full month of the Lease Term.11.    
      Security Deposit
                (Article 22):
              $3,000.00.  (iii)
 12.    
      Parking Pass Ratio
                (Article 28):
              Forty
      (40) parking passes of which four (4) parking passes shall be designated
      for reserved parking.13.    
      Broker
                (Section 30.21):
              Transwestern
      (for Landlord)
                Jones
      Lang LaSalle Brokerage, Inc. (for
Tenant)
 
 
 
 
 (iv)
  TABLE OF
CONTENTS
  Page
 1.
                REAL
      PROPERTY, BUILDING AND PREMISES
                12.
                LEASE
      TERM
                13.
                BASE
      RENT
                34.
                ADDITIONAL
      RENT
                35.
                USE
      OF PREMISES
                86.
                SERVICES
      AND UTILITIES
                97.
                REPAIRS
                118.
                ADDITIONS
      AND ALTERATIONS
                119.
                COVENANT
      AGAINST LIENS
                1210.
                INDEMNITY
      AND INSURANCE
                1311.
                DAMAGE
      AND DESTRUCTION
                1512.
                NONWAIVER
                1613.
                CONDEMNATION
                1614.
                ASSIGNMENT
      AND SUBLETTING
                1615.
                SURRENDER
      OF PREMISES AND REMOVAL OF TENANT'S PROPERTY
                1816.
                HOLDING
      OVER
                1817.
                ESTOPPEL
      CERTIFICATES
                1918.
                SUBORDINATION
                1919.
                DEFAULTS;
      REMEDIES
                1920.
                LANDLORD
      REMEDIES
                2021.
                COVENANT
      OF QUIET ENJOYMENT
                2222.
                SECURITY
      DEPOSIT
                2223.
                INTENTIONALLY
      OMITTED
                2224.
                SIGNS
                22  (i)
 Page25.
                  LATE
      CHARGES
                  2326.
                  LANDLORD'S
      RIGHT TO CURE DEFAULT
                  2327.
                  ENTRY
      BY LANDLORD
                  2328.
                  TENANT
      PARKING
                  2429.
                  HAZARDOUS
      MATERIALS
                  2430.
                  MISCELLANEOUS
      PROVISIONS
                  2531.
                  METHOD
      OF CALCULATION
                  29
  (ii)
  Page
 EXHIBITSEXHIBIT
      A    OUTLINE OF FLOOR PLAN OF PREMISESEXHIBIT
      B    TENANT WORK LETTEREXHIBIT
      C    RULES AND REGULATIONSAbatement
      Event
                  10Abatement
      Notice
                  10Additional
      Rent
                  3Affiliate
                  17Affiliated
      Parties
                  28Alterations
                  11Approved
      Working Drawings
                  Exhibit
      BArchitect
                  Exhibit
      BAudit
      Notice
                  7Base
      Rent
                  3Base
      Year
                  4Base,
      Shell and Core
                  Exhibit
      BBlocked
      Parties
                  28Brokers
                  27Building
      Systems
                  11Calendar
      Year
                  4Change
      Order
                  Exhibit
      BCode
                  Exhibit
      BCommon
      Areas
                  1Construction
      Drawings
                  Exhibit
      BContamination
                  24Contractor
                  Exhibit
      CControl
                  18Controllable
      Operating Costs
                  6Cosmetic
      Alterations
                  11Cost
      Proposal
                  Exhibit
      BCost
      Proposal Delivery Date
                  Exhibit
      BCutoff
      Date
                  7Damage
      Termination Date
                  15Damage
      Termination Notice
                  15DTPA
                  28Eligibility
      Period
                  11Engineers
                  Exhibit
      BEstimate
                  7Estimate
      Statement
                  7Estimated
      Excess
                  7Excess
                  3Executive
      Order
                  28Expense
      Year
                  4Final
      Space Plan
                  Exhibit
      BFinal
      Working Drawings
                  Exhibit
      B  (iii)
 Force
      Majeure
                  26Hazardous
      Material
                  24High
      Power Equipment
                  9Holidays
                  9HVAC
                  9Improvement
      Allowance
                  Exhibit
      BImprovement
      Allowance Items
                  Exhibit
      BImprovements
                  Exhibit
      BIndemnified
      Claims
                  13Insurance
      Expenses
                  4Interest
      Notice
                  2Landlord
                  1Landlord
      Indemnified Parties
                  13Landlord
      Party
                  23Landlord
      Supervision Fee
                  Exhibit
      BLandlord's
      Rental Damages
                  21Lease
                  1Lease
      Commencement Date
                  1Lease
      Term
                  1Lease
      Year
                  1Low
      Power Equipment
                  9Maximum
      Power Allotment
                  9Notices
                  26OFAC
                  28Operating
      Expenses
                  4Option
      Notice
                  2Option
      Rent
                  2Option
      Rent Notice
                  2Option
      Term
                  2Outside
      Agreement Date
                  2Outside
      Date
                  2Over-Allowance
      Amount
                  Exhibit
      BParent
      Entity
                  18Parking
      Facilities
                  1Partial
      Cost Proposal
                  Exhibit
      BPatriot
      Act Related Laws
                  28Permits
                  Exhibit
      BPermitted
      Assignee
                  18Premises
                  1Prime
      Rate
                  21Provider
                  10Punch-List
      Expiration Date
                  Exhibit
      BReady
      for Occupancy
                  Exhibit
      BReal
      Property
                  1Renovations
                  27Rent
                  3  (iv)
 Review
      Period
                  7Rules
      and Regulations
                  8Secured
      Areas
                  9Security
      Deposit
                  22Specifications
                  Exhibit
      BStandard
      Improvement Package
                  Exhibit
      BStatement
                  6Subject
      Space
                  16Subleasing
      Costs
                  17Substantial
      Completion
                  Exhibit
      BSummary
                  1Systems
      and Equipment
                  6Tax
      Expenses
                  6Tenant
                  1Tenant
      Delays
                  Exhibit
      BTenant
      Improvements
                  1Tenant
      Parties
                  13Tenant's
      Agents
                  Exhibit
      BTenant's
      Share
                  6Time
      Deadlines
                  Exhibit
      BTransfer
      Notice
                  16Transfer
      Premium
                  17Transferee
                  16Transfers
                  16Utility
      Expenses
                  6
  (v)
 
 KIRKWOOD
III
  OFFICE
LEASE
  This
Office Lease, which includes the preceding Summary of Basic Lease Information
(the "Summary") attached
hereto and incorporated herein by this reference (the Office Lease and Summary
to be known sometimes collectively hereafter as the "Lease"), dated as of the date
set forth in Section 1 of the Summary, is made by and betweenEQUASTONE KIRKWOOD, LP,a
Delaware limited partnership ("Landlord"), and INX INC., a Delaware
corporation ("Tenant").
  1.           REAL
PROPERTY, BUILDING AND PREMISES
  1.1           Real Property, Building and
Premises.  Upon and subject to the terms, covenants and
conditions hereinafter set forth in this Lease, Landlord hereby leases to Tenant
and Tenant hereby leases from Landlord the premises set forth in Section 6
of the Summary (the "Premises"), which Premises are
located in the "Building," as that term is defined in this
Section 1.1.  The outline of the floor plan of the Premises is
set forth in Exhibit A attached hereto.  The Premises are a part
of the building(s) known as Kirkwood III located and addressed at 11757 Katy
Freeway, Houston, Texas 77079 (the "Building").  The
Building, the parking facilities serving the Building from time to time ("Parking Facilities"), the
outside plaza areas, land and other improvements surrounding the Buildingwhich
are designated from time to time by Landlord as common areas appurtenant to or
servicing the Building, and the land upon which any of the foregoing are
situated, are herein sometimes collectively referred to as the "Real
Property."  Tenant is hereby granted the right to the
nonexclusive use of the common corridors and hallways, stairwells, elevators,
restrooms and other public or common areas located on the Real Property
(specifically excluding any common areas located within any buildings not
containing any portion of the Premises) ("Common
Areas").  Landlord reserves the right to make alterations or
additions to or to change the location of elements of the Real Property so long
as such alterations or additions do not materially interfere with Tenant's
access to the Real Property or Tenant's use thereof.
  1.2           Condition of the
Premises.  Except as specifically set forth in this Lease and
in the Tenant Work Letter attached hereto as Exhibit B,if applicable, Landlord
shall not be obligated to provide or pay for any improvement work or services
related to the improvement of the Premises.  Tenant also acknowledges
that Landlord has made no representation or warranty (express or implied)
regarding (i) the condition of the Premises or the Real Property except as
specifically set forth in this Lease and the Tenant Work Letter,if applicableor (ii) the
suitability or fitness of the Premises or the Real Property for the conduct of
Tenant's business.  Any existing leasehold improvements in the
Premises as of the date of this Lease, together with the Improvements (as
defined in the Tenant Work Letter) to be constructed pursuant to the Tenant Work
Letter, if any, may be collectively referred to herein as the "Tenant
Improvements."
  1.3           Verification of Rentable
Square Feet of Premises and Building.  For purposes of this
Lease, "rentable square feet" shall mean "rentable area" calculated pursuant to
Landlord's standard method of measuring square footage.  At Landlord's
discretion, the number of rentable square feet of the Premises and the Building
shall be subject to verification from time to time by Landlord's space
measurement consultant, and such verification shall be made in accordance with
the provisions of this Article 1.  Tenant's architect may consult
with Landlord's space measurement consultant regarding verification of the
number of rentable square feet of the Premises; however, the determination of
Landlord's space measurement consultant shall be conclusive and binding upon the
parties; provided, however, that in no event shall any such remeasurement of the
Building affect Tenant's monetary obligations under this Lease.
  2.           LEASE
TERM
  2.1           Initial Term.The terms and provisions
of this Lease shall be effective as of the date of this Lease except for the
provisions of this Lease relating to the payment of Rent.  The term of
this Lease (the "Lease
Term") shall be for the period of time set forth in Section 7.1 of
the Summary and shall commence on the date (the "Lease Commencement Date") set
forth in Section 7.2 of the Summary (subject, however, to the terms of the
Tenant Work Letter attached hereto as Exhibit "B", if applicable), and shall
terminate upon the expiration of the Lease Term, unless this Lease is sooner
terminated as hereinafter provided.  For purposes of this Lease, the
term "Lease Year" shall
mean each consecutive twelve (12) month period during the Lease Term; provided,
however, that if the Lease Commencement Date is not the first day of the month,
then the first Lease Year shall commence on the Lease Commencement Date and end
on the last day of the twelfth month thereafter and the second and each
succeeding Lease Year shall commence on the first day of the next calendar
month; and further provided that the last Lease Year shall end on the last day
of the Lease Term (for example, if the Lease Commencement Date is April 15,
the first Lease Year will be April 15 through April 30 of the
following year, and each succeeding Lease Year will be May 1 through
April 30).
  (1)
 2.2           Delays and Notice of Lease
Term Dates.  If Landlord is unable to deliver possession of the
Premises to Tenant on or before the anticipated Lease Commencement Date as set
forth in Section 7.2 of the Summary, Landlord shall not be subject to any
liability for its failure to do so and such failure shall not affect the
validity of this Lease nor the obligations of Tenant
hereunder.  Notwithstanding anything in the foregoing sentence to the
contrary, if the Premises are not Ready for Occupancy (as defined in Exhibit B
below) and delivered to Tenant by that date which is seventy-five (75) days
after the later of (i) the date the Final Working Drawings are approved by
Landlord and Tenant or (ii) the date Landlord obtains the Permits (as
defined in Section 3.4 of the Tenant Work Letter) ("Outside Date"), for any reason
other than a Tenant Delay (as defined in Exhibit B below) and Force Majeure
delays (as defined in Section 30.10 below), then Tenant shall receive one (1)
day of abatement of the Base Rent for every one (1) day after such Outside Date
(as such date may be extended as provided above), that the Premises are not
Ready for Occupancy and delivered to Tenant.  Within thirty (30) days
after the determination of the Lease Commencement Date, Landlord shall deliver
to Tenant a written declaration to confirm the Lease Commencement Date, the
expiration date and the Base Rent schedule, which declaration Tenant shall
execute and return to Landlord within twenty (20) days of receipt
thereof.  Tenant shall have ten (10) days after receipt of the
declaration to give written notice to Landlord objecting to the declaration,
failing which Tenant shall be deemed to have agreed the declaration is
correct.  If Tenant objects to such declaration within such ten (10)
day period, Landlord and Tenant shall work together to resolve their
differences.  After such differences have been resolved, Landlord and
Tenant shall execute the corrected declaration.
  2.3           Option
Term.  Landlord hereby grants to Tenant, one (1) option to
extend the Lease Term for a period of five (5) years ("Option Term"), which option
shall be exercisable only by written notice ("Option Notice") delivered by
Tenant to Landlord as provided in Section 2.3.2 below.  Tenant
shall not have the rights contained in this Section 2.3 if, as of the date
of the Option Notice, Tenant is in monetary default or material non-monetary
default under this Lease after any applicable notice and cure period, Tenant
does not physically occupy the entire Premises, any portion of the Premises is
subject to a sublease with a third party other than a Permitted Transferee (as
defined below) or this Lease has been assigned to other than a Permitted
Assignee (as defined below).
  2.3.1           Option
Rent.  The Rent payable by Tenant during the Option Term (the
"Option Rent") shall be
equal to the fair market rent for the Premises and the parking passes as of the
commencement date of the Option Term.  The fair market rent shall be
the rental rate, including all escalations, at which tenants, as of the
commencement of the Option Term, are leasing non-sublease, non-encumbered space
comparable in size, location and quality to the Premises for a term of five (5)
years, which comparable space is located in other comparable quality office
buildings in the Energy-Corridor area of Houston.
  2.3.2           Exercise of
Option.  The option contained in this Section 2.3 shall be
exercised by Tenant, if at all, only in the following manner:  (i)
Tenant shall deliver written notice ("Interest Notice") to Landlord
no sooner than twelve (12) months and no later than nine (9) months prior to the
expiration of the then current Lease Term, stating that Tenant is interested in
exercising its option; (ii) Landlord, within thirty (30) days after receipt
of the Interest Notice, shall deliver written notice (the "Option Rent Notice") to Tenant
setting forth Landlord's determination of the Option Rent; and (iii) if Tenant
wishes to exercise such option, Tenant shall, within thirty (30) days after
Tenant's receipt of the Option Rent Notice, exercise the option by delivering
written notice (the "Option Notice") to Landlord
and upon, and concurrent with, such exercise, Tenant may, at its option, object
to the Option Rent determined by Landlord.  If Tenant exercises the
option to extend but objects to the Option Rent contained in the Option Rent
Notice, then the Option Rent shall be determined as set forth in Section 2.3.3
below.  Failure of Tenant to deliver the Interest Notice to Landlord
on or before the date specified in (i) above or to deliver the Option
Notice to Landlord on or before the date specified in (iii) above shall be
deemed to constitute Tenant's failure to exercise its option to
extend.  If Tenant timely and properly exercises its option to extend,
the Lease Term, subject to Section 2.3.3 below, shall be extended for the Option
Term upon all of the terms and conditions set forth in this Lease, except that
the Rent shall be as indicated in the Option Rent Notice or as determined in
accordance with Section 2.3.3, as applicable, and all references herein to
the Lease Term shall include the Option Term.
  (2)
 2.3.3           Determination of Option
Rent.  In the event Tenant exercises its option to extend but
objects to Landlord's determination of the Option Rent concurrently with its
exercise of the option to extend, Landlord and Tenant shall attempt to agree in
good faith upon the Option Rent.  If Landlord and Tenant fail to reach
agreement within twenty (20) days following Landlord's receipt of the Option
Notice (the "Outside Agreement
Date"), , then each party shall make a separate determination of the
Option Rent, within five (5) business days after the Outside Agreement Date,
concurrently exchange such determinations and such determinations shall be
submitted to arbitration in accordance with Sections 2.3.3.1 through 2.3.3.7
below.
  2.3.3.1               Landlord
and Tenant shall each appoint one arbitrator who shall by profession be a real
estate broker who shall have been active over the five (5) year period ending on
the date of such appointment in the leasing of comparable office properties in
the Energy Corridor area of Houston, Texas (and has not represented either party
over such five (5) year period).  The determination of the arbitrators
shall be limited solely to the issue of whether Landlord's or Tenant's submitted
Option Rent is the closest to the actual fair market rent, as determined by the
arbitrators, taking into account the requirements of Section 2.3.1 of this
Lease.  Each such arbitrator shall be appointed within fifteen (15)
business days after the applicable Outside Agreement Date.
  2.3.3.2               The
two (2) arbitrators so appointed shall within five (5) days of the date of the
appointment of the last appointed arbitrator agree upon and appoint a third
arbitrator who shall be qualified under the same criteria set forth hereinabove
for qualification of the initial two (2) arbitrators.
  2.3.3.3               The
three (3) arbitrators shall within five (5) days of the appointment of the third
arbitrator reach a decision as to whether the parties shall use Landlord's or
Tenant's submitted Option Rent and shall notify Landlord and Tenant
thereof.
  2.3.3.4               The
decision of the majority of the three (3) arbitrators shall be binding upon
Landlord and Tenant.
  2.3.3.5               If
either Landlord or Tenant fails to appoint an arbitrator within fifteen (15)
business days after the applicable Outside Agreement Date, the arbitrator
appointed by one of them shall reach a decision, notify Landlord and Tenant
thereof, and such arbitrator's decision shall be binding upon Landlord and
Tenant.
  2.3.3.6               If
the two (2) arbitrators fail to agree upon and appoint a third arbitrator, or
both parties fail to appoint an arbitrator, then the appointment of the third
arbitrator or any arbitrator shall be dismissed and the Option Rent to be
decided shall be forthwith submitted to arbitration under the provisions of the
American Arbitration Association, but subject to the instruction set forth in
this Section 2.3.3.
  (3)
 3.           BASE
RENT
  Tenant
shall pay, without notice or demand, except as expressly provided under this
Lease, to Landlord or Landlord's agent at the management office of the Building
(if applicable), or at such other place as Landlord may from time to time
designate in writing, monthly installments of base rent ("Base Rent") as set forth in
Section 8 of the Summary, in advance on or before the first day of each and
every month during the Lease Term, without any setoff or deduction
whatsoever.  The Base Rent for the first full month of the Lease Term
shall be paid at the time of Tenant's execution of this Lease.  If any
rental or other payment date (including the Lease Commencement Date) falls on a
day of the month other than the first day of such month or if any rental or
other payment is for a period which is shorter than one month, then the rental
or other payment for any such fractional month shall be a proportionate amount
of a full calendar month's rental or other payment based on the proportion that
the number of days in such fractional month bears to the number of days in the
calendar month during which such fractional month occurs.
  4.           ADDITIONAL
RENT
  4.1           Additional
Rent.  In addition to paying the Base Rent specified in
Article 3 of this Lease, Tenant shall, subject to the terms hereof, pay as
additional rent Tenant's Share of the annual Operating Expenses, Insurance
Expenses, Utility Expenses and Tax Expenses allocated to the Building for each
Calendar Year after the Base Year that are in excess of the amount of Operating
Expenses, Insurance Expenses, Utility Expenses and Tax Expenses allocated to the
Building in the Base Year (the "Excess").  Such
additional rent, together with any and all other amounts payable by Tenant to
Landlord pursuant to the terms of this Lease, shall be hereinafter collectively
referred to as the "Additional
Rent."  The Base Rent and Additional Rent are herein
collectively referred to as the "Rent."  All amounts
due under this Article 4 as Additional Rent shall be payable for the same
periods and in the same manner, time and place as the Base Rent.  In
the event the Building is part of a multi-building project, Landlord may
allocate Operating Expenses, Insurance Expenses, Utility Expenses and Tax
Expenses applicable to the project as a whole among the buildings within such
project on an equitable basis, consistently applied, as reasonably determined by
Landlord.  Without limitation on other obligations of Tenant which
shall survive the expiration of the Lease Term, the obligations of Tenant to pay
the Additional Rent provided for in this Article 4 shall survive the
expiration of the Lease Term.
  4.2           Definitions.  As
used in this Article 4, the following terms shall have the meanings
hereinafter set forth:
  4.2.1           "Base Year" shall mean the year
set forth in Section 9.1 of the Summary.
  4.2.2           "Calendar Year" shall mean each
calendar year in which any portion of the Lease Term falls, through and
including the calendar year in which the Lease Term expires.
  4.2.3           "Expense Year" shall mean each
Calendar Year.
  4.2.4           "Insurance Expenses" shall mean
the cost of insurance carried by Landlord, in such amounts as Landlord may
reasonably determine or as may be required by any mortgagees or the lessor of
any underlying or ground lease affecting the Real Property, including any
deductibles thereunder.  Landlord agrees to maintain deductibles which
are substantially consistent with those maintained by a reasonably prudent
commercial office building landlord in the Energy Corridor area of Houston,
Texas.
  (4)
 4.2.5           "Operating Expenses" shall mean
all commercially reasonably expenses, costs and amounts of every kind and nature
which Landlord incurs or which accrue during any Expense Year because of or in
direct connection with the ownership, management, maintenance, repair,
restoration or operation of the Real Property (other than Insurance Expenses,
Tax Expenses and Utility Expenses), and the cost of any capital improvements or
other costs (A) which are intended as a labor-saving device or to effect
other economies in the operation or maintenance of the Real Property but only to
the extent of the cost saving reasonably anticipated by Landlord to result
therefrom or (B) made to the Real Property after the Lease Commencement
Date that are required under any governmental law or regulation enacted or
imposed after the Lease Commencement Date; provided, however, that if any such
cost described in (A) or (B) above is a capital expenditure, such cost shall be
amortized (including interest on the unamortized cost) over its useful life as
Landlord shall reasonably determine.  If the Building is not at least
ninety-five percent (95%) occupied during any portion of the Base Year or any
Expense Year, Landlord shall make an appropriate adjustment to the variable
components of Operating Expenses or Utility Expenses (as defined below) for such
year, employing sound accounting and management principles, to determine the
amount of Operating Expenses or Utility Expenses that would have been paid had
the Building been ninety-five percent (95%) occupied.  Notwithstanding
anything to the contrary contained herein, the aggregate Controllable Operating
Costs, as that term is defined below, shall not increase more than five
percent (5%) in any calendar year over the actual Controllable Operating
Costs chargeable for the immediately preceding calendar year (i.e., the cap
shall be calculated on a cumulative and compounded basis), with no limit on the
Controllable Operating Costs during the Base Year (i.e., the actual Controllable
Operating Costs for the Base Year shall be the maximum amount for the Base Year
for purposes of this provision).
  Landlord
further agrees that any costs incurred in any calendar year after the Base Year
because of any added new type of discretionary services which were readily
available during the Base Year, and customarily provided by landlords of
comparable buildings in the Energy Corridor area of Houston, Texas during the
Base Year (but not by Landlord), and not included in the Base Year shall be
added to and included in the Base Year for purposes of determining the Operating
Expenses payable for such calendar year in which such added new type of
discretionary services are so provided, as if such services were provided in the
Base Year (but at the rate for such services which would have been in effect
during the Base Year); provided, however, the foregoing provision shall not
apply to the costs of any capital additions, capital alterations, capital
repairs or capital improvements which shall be governed by the provisions of
Section 4.2.5 above.
  Landlord
hereby agrees that the cost of any new type or increased amount of insurance
coverage (including, but not limited to, earthquake insurance or increased
limits of insurance or decrease in the amount of deductibles) or of any new type
or expanded scope of any other costs which is obtained or effected by Landlord
during any Calendar Year after the Base Year (but is not obtained or effected
during the entire Base Year) shall be added to the Operating Expenses for the
Base Year (but at the rate which would have been in effect during the Base
Year), prior to the calculation of Tenant's Share of Operating Expenses for each
such Calendar Year in which such change is initially obtained or
effected.  In the event that any of Landlord's insurance premiums
applicable to the Real Property shall decrease in any Calendar Year subsequent
to the Base Year (including, without limitation, as a result of any decrease in
the amount or type of coverage or increase in deductibles), Operating Expenses
attributable to the Base Year, shall, commencing the year of such decrease, but
only as long as and to the extent such decrease remains in effect, thereafter be
reduced by the amount of such decrease in the insurance premiums.
  Landlord
shall (i) not make a profit by charging items to Operating Expenses that are
otherwise also charged separately to others and (ii) Landlord shall not collect
Operating Expenses from Tenant and all other tenants/occupants in the Building
in an amount in excess of what Landlord incurred for the items included in
Operating Expenses.
  (5)
 Notwithstanding
the foregoing, Operating Expenses shall not include: (A) costs of leasing
commissions, attorneys' fees and other costs and expenses incurred in connection
with negotiations or disputes with present or prospective tenants or other
occupants of the Real Property, including marketing costs, legal fees, space
planners' and architects' fees, advertising and promotional expenses, brokerage
fees and any leasing related expenses or other costs; (B) costs (including
permit, license and inspection costs) incurred in renovating or otherwise
improving, decorating or redecorating rentable space for other tenants or vacant
rentable space; (C) costs incurred due to the violation by Landlord of the terms
and conditions of any lease of space in the Real Property or any agreement
applicable to the Real Property; (D) except for Landlord's management fee, any
amount (including overhead and/or profit) paid to Landlord or to subsidiaries or
affiliates of Landlord for services in or in connection with the Real Property,
or for goods, supplies or other materials to the extent the same exceeds the
costs that would have been paid if the services, goods, supplies or materials
had been provided by parties unaffiliated with Landlord, of similar skill,
competence and experience, on a competitive basis; (E) except as otherwise
specifically provided in Section 4.2.5, payments of principal, finance charges,
costs of interest on debt or amortization on any mortgages, and rent
payable  under any ground lease of the Real Property; (F) costs of a
capital nature, except as specifically set forth in Section 4.2.5 above; (G)
cost of repairs and maintenance actually reimbursed by any other party; (H)
attorneys' fees and other costs incurred in attempting to collect rent or
enforce other obligations or evict tenants; (I) depreciation, amortization and
interest payments (except as provided herein and except on materials, tools,
supplies and vendor-type equipment purchased by Landlord to enable Landlord to
supply services Landlord might otherwise contract for with a third party where
such depreciation, amortization and interest payments would otherwise have been
included in the charge for such third party's services, all as determined in
accordance with standard real estate accounting practices, consistently applied,
and when depreciation or amortization is permitted or required, the item shall
be amortized over its reasonably anticipated useful life); (J) costs, including
penalties, fines and associated legal expenses, incurred due to the violation by
Landlord or any other tenant of the Real Property of applicable laws, that would
not have been incurred but for any such violations by Landlord or any tenant of
the Real Property; (K) the wages and benefits of any employees who do not devote
substantially all of his or her employed time to the operation and management of
the Real Property unless such wages and benefits are prorated to reflect time
spent on operating and managing the Real Property vis-à-vis time spent on
matters unrelated to operating and managing the Real Property; (L) costs
incurred by Landlord for the repair of damage to the Real Property, to the
extent that Landlord is reimbursed by condemnation or insurance proceeds (or
would have been reimbursed had Landlord maintained the insurance required to be
carried by Landlord under this Lease), after commercially reasonable efforts to
collect same, and commercially reasonable insurance deductibles; (M) expenses in
connection with services or other benefits which are not provided to Tenant or
for which Tenant is charged for directly but which are provided to another
tenant or occupant of the Real Property free of charge; (N) costs of correcting
defects in the original construction of the Real Property or any equipment used
or installed in connection therewith; (O) tax penalties incurred as a result of
Landlord's negligence, inability or unwillingness to make payments when due or
to file any income tax or informational returns when due and any other penalties
for late payment of any Operating Expenses; (P) any bad debt loss, rent loss, or
reserves for bad debts or rent loss; (Q) costs associated with the operation of
the business of the partnership or entity which constitutes Landlord as the same
are distinguished from the costs of operation of the Real Property, including
partnership or entity accounting and legal matters and all other costs of
Landlord's general overhead and general administrative expenses; (R) costs
incurred with respect to the cleanup, removal, investigation and/or remediation
of any Hazardous Materials (as such term is defined in Section 29.3 below) in,
on or under the Real Property and/or the Building; (S) rentals for items (except
when needed in connection with normal repairs and maintenance of permanent
systems) which if purchased, rather than rented, would constitute a capital
improvement specifically excluded above; (T) costs including, without
limitation, fines, penalties, interest, and costs of repairs, replacements,
alterations and/or improvements) incurred in bringing the Real Property into
compliance with laws in effect as of the Lease Commencement Date and as
interpreted by applicable governmental authorities as of such date, including,
without limitation, any costs to correct building code violations pertaining to
the initial design or construction of the Building or any other improvements to
the Real Property, to the extent such violations exist as of the Lease
Commencement Date under any applicable building codes in effect and as
interpreted by applicable governmental authorities as of such date; (U) costs
for which Landlord has been compensated by the management fee; (V) costs for the
initial development of the Real Property; (W) costs of acquisition of
sculptures, paintings and other objects of art (except for maintenance costs
with respect thereto); (X) costs arising out of the operation, management,
maintenance or repair of any retail premises in the Real Property or any other
retail areas operated by Landlord or its agents, contractors or vendors to the
extent such costs are uniquely attributable (and separately identifiable) to
such retail premises or areas (as opposed to general office use tenancies) or
are extraordinary, separately identifiable expenses arising in connection
therewith, including any compensation paid to clerks, attendants, or other
persons in commercial concessions operated by or on behalf of the Landlord; (Y)
costs arising from Landlord's charitable or political contributions and any
costs, fees, dues, contributions or similar expenses for industry associations
or similar organizations; (Z) costs of any "tap fees" or any sewer or water
connection fees for the benefit of any particular tenant of the Real Property;
(AA)  any "above-standard" cleaning, including, but not limited to
construction cleanup or special cleanings  associated with
parties/events and specific tenant requirements in excess of services provided
to Tenant, including related trash collection, removal, hauling and dumping;
(BB) "in-house" legal and/or accounting fees; (CC) any "finders fees", brokerage
commissions, job placement costs or job advertisement costs; (DD) any
entertainment, dining or travel expenses for any purpose, including any expenses
incurred by Landlord for any parties, ceremonies or other events or for use of
any portions of the Real Property to accommodate shows, promotions, kiosks,
displays, filming, photography, private events or parties, ceremonies, and
advertising beyond the normal expenses otherwise attributable to providing
services, such as lighting and HVAC to such public portions of the Real Property
in normal operations of the Real Property during standard hours of operation;
(EE) any balloons, flowers or other gifts provided to any entity whatsoever, to
include, but not limited to, Tenant, other tenants, employees, vendors,
contractors, prospective tenants and agents; (FF) any costs for the fulfillment
of Landlord's obligations set forth in the Tenant Work Letter; (GG) any costs
expressly excluded from Operating Expenses elsewhere in this Lease; (HH) costs
arising from the negligence or willful misconduct of Landlord or its employees,
agents or representatives, or any vendors, contractors, or providers of
materials or services; and (II) costs incurred by Landlord in connection with
rooftop communications equipment for Landlord.
  (6)
 4.2.6           "Systems and Equipment" shall
mean any plant, machinery, transformers, duct work, cable, wires, and other
equipment, facilities, and systems designed to supply heat, ventilation, air
conditioning and humidity or any other services or utilities, or comprising or
serving as any component or portion of the electrical, gas, steam, plumbing,
sprinkler, communications, alarm, security, or fire/life safety systems or
equipment, or any other mechanical, electrical, electronic, computer or other
systems or equipment which serve the Real Property in whole or in
part.
  4.2.7           "Tax Expenses" shall mean all
federal, state, county, or local governmental or municipal taxes, fees, charges
or other impositions of every kind and nature, whether general, special,
ordinary or extraordinary, (including, without limitation, real estate taxes,
general and special assessments, transit taxes, leasehold taxes or taxes based
upon the receipt of rent, including gross receipts, transaction privilege or any
sales taxes applicable to the receipt of rent, unless required to be paid by
Tenant, personal property taxes imposed upon the fixtures, machinery, equipment,
apparatus, Systems and Equipment, appurtenances, furniture and other personal
property used in connection with the Real Property), which Landlord shall pay
during any Expense Year because of or in direct connection with the ownership,
leasing and operation of the Real Property or Landlord's interest therein
(including, without limitation all taxes levied pursuant to Chapter 171 of the
Texas Tax Code or any amendment, adjustment or replacement
thereof).  Notwithstanding anything to the contrary contained in this
Lease, Tax Expenses shall not include:  (a) Landlord's federal,
state or local income, franchise, net worth, inheritance or estate taxes,
(b) excess profits taxes, gift taxes, capital stock taxes, transfer taxes,
mortgage or intangible taxes or fees, (c) fines, penalties and interest due
to the delinquent payment by Landlord of any tax or assessment comprising Tax
Expenses, or (d) other taxes to the extent applicable to Landlord's general
or net income (as opposed to taxes specific to rents, receipts or income
attributable to ownership of or operations solely at the Real Property), net
worth or capital.
  4.2.8           "Utility Expenses" shall mean
the cost of supplying all utilities to the Real Property (other than utilities
for which tenants of the Building are separately metered or are otherwise paid
separately by tenants of the Building), including utilities for the heating,
ventilation and air conditioning system for the Building and Common
Areas.
  4.2.9           "Tenant's Share" shall mean the
percentage set forth in Section 9.2 of the Summary.
  (7)
 4.2.10             "Controllable Operating Costs"
shall mean Operating Expenses (and not including Tax Expenses, Utility Expenses
nor Insurance Expenses).
  4.3           Payment of Additional
Rent.
  4.3.1           Statement of Actual Expenses
and Payment by Tenant.  Landlord shall give to Tenant within
one hundred twenty (120) days following the end of each Expense Year (including
the Base Year) or as soon thereafter as reasonably possible, a statement (the
"Statement") which shall
state the Operating Expenses, Insurance Expenses, Utility Expenses and Tax
Expenses incurred or accrued for such preceding Expense Year, and which shall
indicate the amount, if any, of any Excess.  Upon receipt of the
Statement for each Expense Year commencing or ending during the Lease Term, if
an Excess is present, Tenant shall pay, within thirty (30) days of Tenant's
receipt of the Statement, the full amount of the Excess for such Expense Year,
less the amounts, if any, paid during such Expense Year as Estimated
Excess.  In the event an overpayment is made, such overpayment will be
credited against the next installments of Operating Expenses, Insurance
Expenses, Utility Expenses and Tax Expenses due, or in the event the Lease Term
has expired, then any overpayment will be refunded to Tenant within thirty (30)
days after the issuance of the Statement.  The failure of Landlord to
timely furnish the Statement or the Estimated Statement for any Expense Year
shall not prejudice Landlord from enforcing its rights under this
Article 4.  The provisions of this Section 4.3.1 shall survive
the expiration or earlier termination of the Lease Term.  Landlord
shall keep and maintain complete and accurate books and records reflecting the
Operating Expenses, Insurance Expenses, Utility Expenses, and Tax Expenses for a
period of at least two (2) years following the period in which Operating
Expenses, Insurance Expenses, Utility Expenses, and Tax Expenses were
incurred.  Notwithstanding anything in this Section 4.3 to the
contrary, Tenant shall not be responsible for Tenant's Share of any Operating
Expenses attributable to any calendar year which was first billed to Tenant more
than two (2) calendar years after the date (the "Cutoff Date") which is the
earlier of (i) the expiration of the applicable calendar year or (ii) the Lease
expiration date, except that Tenant shall be responsible for Tenant's Share of
any Operating Expenses levied by any governmental authority or by any public
utility company at any time following the applicable Cutoff Date which are
attributable to any calendar year occurring prior to such Cutoff Date, so long
as Landlord delivers to Tenant a bill and supplemental Statement for such
amounts within ninety (90) days following Landlord's receipt of the applicable
bill therefor.
  4.3.2           Statement of Estimated
Expenses.  In addition, on or before the commencement of each
Expense Year or as soon as reasonably possible thereafter, Landlord shall give
Tenant a yearly expense estimate statement (the "Estimate Statement") which
shall set forth Landlord's reasonable estimate (the "Estimate") of what the total
amount of Operating Expenses, Insurance Expenses, Utility Expenses and Tax
Expenses for the then-current Expense Year shall be and the estimated Excess
(the "Estimated
Excess").  If pursuant to the Estimate Statement an Estimated
Excess is calculated for the then-current Expense Year, Tenant shall pay, within
thirty (30) days of Tenant's receipt of the Estimate Statement, a fraction of
the Estimated Excess for the then-current Expense Year (reduced by any amounts
paid pursuant to the last sentence of this Section 4.3.2).  Such
fraction shall have as its numerator the number of months which have elapsed in
such current Expense Year to the month of such payment, both months inclusive,
and shall have twelve (12) as its denominator.  Until a new Estimate
Statement is furnished, Tenant shall pay monthly, with the monthly Base Rent
installments, an amount equal to one-twelfth (1/12) of the total Estimated
Excessset forth in
the previous Estimate Statement delivered by Landlord to Tenant.
  4.3.3           Audit
Right.  Within one hundred twenty (120) days after receipt of a
Statement by Tenant ("Review
Period"), if Tenant disputes the amount set forth in the Statement,
Tenant's employees or an independent certified public accountant (which
accountant is a member of a nationally or regionally recognized accounting
firm), designated by Tenant, may, after reasonable notice ("Audit Notice") to Landlord and
at reasonable times, inspect Landlord's records (pertaining to Landlord's
calculation of Operating Expenses, Insurance Expenses, Utility Expenses and Tax
Expenses) at Landlord's offices (or upon Tenant's written request sent at the
same time as Tenant provides the Audit Notice, Landlord shall make such books
and records available to Tenant electronically), provided that Tenant is not
then in default after expiration of all applicable cure periods and provided
further that Tenant and such accountant or representative shall, and each of
them shall cause their respective agents and employees to, maintain all
information contained in Landlord's records in strict
confidence.  Notwithstanding the foregoing, Tenant shall only have the
right to review Landlord's records one (1) time during any twelve (12) month
period.  Tenant's failure to dispute the amounts set forth in any
Statement within the Review Period shall be deemed to be Tenant's approval of
such Statement and Tenant, thereafter, waives the right or ability to dispute
the amounts set forth in such Statement.  If after such inspection,
but within thirty (30) days after the Review Period, Tenant notifies Landlord in
writing that Tenant still disputes such amounts, a certification as to the
proper amount shall be made, at Tenant's expense, by an independent certified
public accountant selected by Landlord and who is a member of a nationally or
regionally recognized accounting firm.  Landlord shall cooperate in
good faith with Tenant and the accountant to provide Tenant and the accountant
with the information upon which the certification is to be
based.  However, if such certification by the accountant proves that
the total amount of Operating Expenses, Insurance Expenses, Utility Expenses and
Tax Expenses set forth in the Statement were overstated by more than five
percent (5%), then the actual, documented and reasonable cost of the accountant
and such certification shall be paid for by Landlord.  Promptly
following the parties receipt of such certification, the parties shall make such
appropriate payments or reimbursements, as the case may be, to each other, as
are determined to be owing pursuant to such certification.  In no
event shall Landlord or its property manager be required to (i) subject to
Tenant's right to request Landlord's books and record in an electronic format,
photocopy any accounting records or other items or contracts, (ii) create any
ledgers or schedules not already in existence, (iii) incur any costs or expenses
relative to such inspection, or (iv) perform any other tasks other than making
available such accounting records as are described in this
paragraph.  Landlord shall not be liable for the payment of any
contingency fee payments to any auditor or consultant of Tenant.  The
provisions of this Section 4.3.3 shall be the sole method to be used by Tenant
to dispute the amount of Operating Expenses, Insurance Expenses, Utility
Expenses and Tax Expenses payable by Tenant under this Lease, and Tenant waives
any other rights or remedies relating thereto.
  (8)
 4.4           Taxes and Other Charges for
Which Tenant Is Directly Responsible.  Tenant shall reimburse
Landlord within thirty (30) days after receipt of written notice for any and all
taxes or assessments required to be paid by Landlord (except to the extent
included in Tax Expenses by Landlord), excluding state, local and federal
personal or corporate income taxes measured by the net income of Landlord from
all sources and estate and inheritance taxes, whether or not now customary or
within the contemplation of the parties hereto, when: (i) said taxes are
measured by or reasonably attributable to the cost or value of Tenant's
equipment, furniture, fixtures and other personal property located in the
Premises, or by the cost or value of any leasehold improvements made in or to
the Premises by or for Tenant, to the extent the cost or value of such leasehold
improvements exceeds the cost or value of a building standard build-out as
determined by Landlord regardless of whether title to such improvements shall be
vested in Tenant or Landlord; (ii) said taxes are assessed upon or with respect
to the possession, leasing, operation, management, maintenance, alteration,
repair, use or occupancy by Tenant of the Premises or any portion of the Real
Property (including the Parking Facilities); or (iii) said taxes are assessed
upon this transaction or any document to which Tenant is a party creating or
transferring an interest or an estate in the Premises.
  4.5           Tax Protest.  For
property tax purposes, Tenant waives all rights to protest or appeal the
appraised value of the Premises, as well as the Real Property, and all rights to
receive notices of reappraisement as set forth in Sections 41.413 and 42.015 of
the Texas Tax Code.  Notwithstanding the foregoing or anything to the
contrary in this Lease, Landlord shall use its commercially reasonable judgment
in deciding to protest, contest and appeal the appraised value of the Premises
and the Real Property and assessments during the Lease Term.
  5.           USE
OF PREMISES
  5.1           Permitted
Use.  Tenant shall use the Premises solely for general office
purposes consistent with the character of the Building, for a staging and
demonstration area of Tenant's technologies for Tenant's clients, and such other
uses ancillary to the foregoing uses to the extent in compliance with all
applicable laws and consistent with the character of the Building as a
first-class office building, and Tenant shall not use or permit the Premises to
be used for any other purpose or purposes whatsoever.  Landlord shall
provide Tenant, its permitted subtenants and their employees, licensees and
guests, access to the Premises at all times, 24 hours per day, every day of the
year, subject to Force Majeure events and access procedures reasonably required
by Landlord.
  (9)
 5.2           Prohibited
Uses.  Tenant further covenants and agrees that it shall not
use, or suffer or permit any person or persons under Tenant's reasonable control
to use, the Premises, the Parking Facilities or any other Common Areas or any
part thereof for any use or purpose contrary to the rules and regulations
reasonably established by Landlord for the Real Property (the "Rules and Regulations"),
attached hereto as Exhibit C and made a part hereof, or in violation of any
federal, state or local laws, or any recorded covenants, conditions and
restrictions or ground or underlying leases affecting the Real
Property.  In the event there is a conflict between the Rules and
Regulations and the other terms and provisions of this Lease, the other terms
and provisions of this Lease shall govern.  Tenant shall not use or
allow Tenant Parties (as defined in this Lease) to use any part of the Premises
or the Real Property for the storage, use, treatment, manufacture or sale of any
hazardous or toxic material (except to the extent such materials are contained
in cleaning products and office supplies or other supplies used in the ordinary
course of Tenant's business at the Premises in compliance with all applicable
laws).
  5.3           Compliance With
Laws.  Tenant shall not do anything or suffer anything to be
done in or about the Premises which will in any way conflict with any law,
statute, ordinance or other governmental rule, regulation or requirement now in
force or which may hereafter be enacted or promulgated. At its sole cost and
expense, Tenant shall promptly comply with all such governmental measures, other
than the making of structural changes or changes to the Systems and Equipment or
Common Areas, such changes will be made by Landlord at its expense, but subject
to reimbursement as an Operating Expense to the extent permitted by Article 4;
however, if such changes are required due to Tenant's Alterations, the
Improvements or the particular nature of Tenant's use of the Premises, Tenant
shall, as Additional Rent, reimburse Landlord for the cost thereof within thirty
(30) days following receipt of an invoice therefor.  Tenant shall
comply with the Rules and Regulations of the Building and such other reasonable
rules and regulations (or modifications thereto) adopted by Landlord from time
to time and provided to Tenant in writing at least thirty (30) days prior to the
effectiveness of such rules and regulations (or modification
thereto).  The Rules and Regulations will be applied in an equitable
manner.  Tenant shall also cause its agents, contractors,
subcontractors, employees, customers, and subtenants to comply with the Rules
and Regulations.  Except as otherwise specifically provided herein,
Landlord shall (as part of Operating Expenses) be responsible for causing the
Real Property to be in compliance with all applicable law, including, without
limitation, the Americans with Disabilities Act.
  5.4           Tenant's Security
Responsibilities.  Tenant shall (1) lock the doors to the
Premises and take other reasonable steps to secure the Premises and the personal
property of Tenant and any of Tenant's transferees, contractors or licensees in
the Common Areas and parking facilities of the Building and Real Property, from
unlawful intrusion, theft, fire and other hazards; (2) keep and maintain in good
working order all security and safety devices installed in the Premises by or
for the benefit of Tenant (such as locks, smoke detectors and burglar alarms);
and (3) reasonably cooperate with Landlord and other tenants in the Building on
Building safety matters.  Tenant acknowledges that (i) any security or
safety measures employed by Landlord are for the protection of Landlord's own
interests; (ii) Landlord is not a guarantor of the security or safety of the
Tenant Parties or their property; (iii) such security and safety matters are the
responsibility of Tenant and local law enforcement authorities; and (iv) subject
to Section 10.1 below, in no event shall Landlord be liable for damages,
losses, claims, injury to persons or property or causes of action arising out of
any theft, burglary, trespass or other entry into the Premises or the Real
Property.  Tenant shall have the right to designate certain areas of
the Premises as "Secured
Areas" should Tenant require such areas for the purpose of securing
certain valuable property or confidential information.  Landlord shall
not have access to such Secured Areas except (a) in the event of an emergency,
in which case, Landlord may use whatever means necessary to access such Secured
Areas, at no expense to Landlord, and (b) in the event of a Landlord or
mortgagee inspection, in which case Landlord shall provide forty-eight (48)
hours prior written notice to Tenant of the date and time of such
inspection.  Tenant, at its option, may have a representative of
Tenant accompany Landlord's access to such Secured Areas.  Landlord
acknowledges that Tenant may be subject to certain laws relating to the privacy
of personal medical information, including, but not limited to, HIPAA and the
regulations promulgated thereunder, and Landlord agrees that Landlord has no
right of access to any such information of Tenant's that is maintained at the
Premises.
  (10)
 6.           SERVICES
AND UTILITIES
  6.1           Standard Tenant
Services.  As part of Operating Expenses, Landlord shall
provide the following services on all days during the Lease Term, unless
otherwise stated below.
  6.1.1           Subject
to all governmental rules, regulations and guidelines applicable thereto,
Landlord shall provide heating, ventilation and air conditioning ("HVAC") when necessary for
normal comfort for normal office use in the Premises, from Monday through
Friday, during the period from 7:00 a.m. to 6:00 p.m., and on Saturday
during the period from 8:00 a.m. to 1:00 p.m., provided that HVAC
during such Saturday hours will be supplied only in the event Tenant notifies
Landlord's building manager by 3:00 p.m. on Friday that such HVAC service is
required.  Notwithstanding the foregoing, HVAC service will not be
supplied on the date of observation of New Year's Day, Presidents' Day, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day (and the Friday following
Thanksgiving Day), Christmas Day and other locally or nationally recognized
holidays (collectively, the "Holidays").
  6.1.2           Landlord
shall provide adequate electrical wiring and facilities (including transformer
panels) for the Premises as follows:  (A) for the operation of
customary quantities and types of office equipment that operates on 120/208
volts (collectively, the "Low
Power Equipment") provided that total rated connected load by the Low
Power Equipment does not exceed five (5) watts per rentable square foot of the
Premises and (B) for the operation of lighting and equipment that operates
on 480/277 volts (collectively, the "High Power Equipment")
provided that the total rated connected load by the High Power Equipment does
not exceed an average of two (2) watts per rentable square foot of the
Premises.  Such power shall be for the purpose of, but not be limited
to, (i) fluorescent and incandescent lighting (including task and task
ambient lighting systems), normal office equipment (including, but not limited
to, personal computers, duplicating/reproduction/ photocopy machines), employee
lunchroom(s), including kitchen equipment associated therewith, and other
equipment of similar low electrical consumption (208/120/277 volts), and
(ii) other equipment of high electrical consumption (480
volts).  If reasonably required by Tenant, Landlord shall use
commercially reasonable efforts to provide additional riser space for any excess
electrical requirements beyond .65 KWH per rentable square foot (the "Maximum Power Allotment") for
the installation of any additional transformers, risers, conduits, feeders and
switchboards that Tenant may elect to install at Tenant's sole cost and
expense.  Any power consumption within the Premises in excess of the
Maximum Power Allotment shall be considered as usage in excess of what Landlord
is required to provide to Tenant under this Lease. If Tenant exceeds such
Maximum Power Allotment then Tenant shall reimburse Landlord for any resulting
additional costs actually incurred as a result thereof.
  6.1.3           Landlord
shall provide city water from the regular Building outlets for drinking,
lavatory and toilet purposes.
  6.1.4           Landlord
shall provide janitorial services (after normal business hours) in the Premises
in a manner consistent with similar services provided at comparable buildings in
the vicinity of the Building, except the date of observation of the
Holidays.
  6.1.5           Landlord
shall provide nonexclusive automatic passenger elevator service at all times and
replacement of Building standard fluorescent tubes.
  (11)
 6.1.6           Landlord
shall provide window washing services for the exterior surface of the Building's
perimeter windows only, at intervals which Landlord deems
reasonable.  Tenant shall be responsible for the cleaning of all other
glass surfaces within the Premises.
  6.2           Overstandard Tenant
Use.  Tenant shall not, without Landlord's prior written
consent, which consent shall not be unreasonably withheld, conditioned or
delayed, use heat-generating machines, machines other than normal fractional
horsepower office machines, or equipment or lighting other than building
standard lights in the Premises, which may unreasonably affect the temperature
otherwise maintained by the air conditioning system or unreasonably increase the
electricity or water normally furnished for the Premises by Landlord pursuant to
the terms of Section 6.1 of this Lease.  If Tenant uses water or
heat or air conditioning in excess of that supplied by Landlord pursuant to
Section 6.1 of this Lease, Tenant shall pay to Landlord, upon billing, the
cost of such excess consumption, the cost of the installation, operation, and
maintenance of equipment which is installed in order to supply such excess
consumption, and Landlord may install devices to separately meter any increased
use and in such event Tenant shall pay the increased cost directly to Landlord,
on demand, including the cost of such additional metering devices.  If
Tenant desires to use HVAC during hours other than those for which Landlord is
obligated to supply such utilities pursuant to the terms of Section 6.1 of
this Lease, Tenant shall give Landlord such prior notice, as Landlord shall from
time to time establish as reasonably appropriate, of Tenant's desired use and
Landlord shall supply such HVAC to Tenant at such hourly cost to Tenant as
Landlord shall from time to time establish.  Amounts payable by Tenant
to Landlord for such use of additional utilities shall be deemed Additional Rent
hereunder and shall be billed on a monthly basis.  Notwithstanding
anything herein to the contrary, any HVAC or other service necessary to
accommodate a computer server room requiring the installation of additional
cooling equipment will be deemed to constitute an overstandard use and will be
subject to the provisions of this Section 6.2.
  6.3           Interruption of
Use.  Tenant agrees that Landlord shall not be liable for any
damages incurred by Tenant, by abatement of Rent or otherwise, for failure to
furnish or delay in furnishing any utility or service (including telephone and
telecommunication services), or for any diminution in the quality or quantity
thereof; and such failures or delays or diminution shall never be deemed to
constitute an eviction or disturbance of Tenant's use and possession of the
Premises or relieve Tenant from paying Rent or performing any of its obligations
under this Lease.
  6.4           Additional
Services.  Landlord shall also have the exclusive right, but
not the obligation, to provide any additional services which may be required by
Tenant, including, without limitation, locksmithing, lamp replacement,
additional janitorial service, and additional repairs and maintenance, provided
that Tenant, as Additional Rent, shall pay to Landlord upon billing, the sum of
all actual costs incurred by Landlord of such additional services an
administration fee, not to exceed five percent (5%) of the actual cost incurred
by Landlord.  If Landlord does not agree to provide any such
additional service, then Tenant may procure such service directly from a
reputable third party service provider reasonably approved by Landlord ("Provider") for Tenant's own
account.  In no event shall Landlord impose any access charge or other
surcharge on any such Provider.
  6.5           Abatement.  An
"Abatement Event" shall
be defined as an event that prevents Tenant from using the Premises or any
portion thereof, as a result of (i) any failure to provide utilities or services
to the Premises, (ii) any repair, maintenance or alteration performed by
Landlord after the Lease Commencement Date, and (iii) any failure to provide
access to the Premises where, in each such case, Tenant does not actually use
the Premises or such portion thereof, and such event is caused by the negligence
or willful misconduct of Landlord, its agents, employees or
contractors.  Tenant shall give Landlord and any mortgagee of Landlord
(of whom Tenant is notified) notice "Abatement Notice") of any such
Abatement Event, and if such Abatement Event continues beyond the "Eligibility
Period" (as that term is defined below), then the Base Rent and Tenant's Share
of Operating Expenses, Insurance Expenses, Utility Expenses and/or Tax Expenses
shall be abated entirely or reduced, as the case may be, after expiration of the
Eligibility Period for such time that Tenant continues to be so prevented from
using, and does not use, the Premises or a portion thereof, in the proportion
that the rentable area of the portion of the Premises that Tenant is prevented
from using, and does not use, bears to the total rentable area of the Premises;
provided, however, in the event that Tenant is prevented from using, and does
not use, the Premises for a period of time in excess of the Eligibility Period
and the remaining portion of the Premises is not sufficient to allow Tenant to
effectively conduct its business therein, and if Tenant does not conduct its
business from such remaining portion, then for such time after expiration of the
Eligibility Period during which Tenant is so prevented from effectively
conducting its business herein, the Base Rent and Tenant's Share of Operating
Expenses, Insurance Expenses, Utility Expenses and Tax Expenses for the entire
Premises shall be abated for such time as Tenant continues to be so prevented
from using, and does not use, the Premises.  If, however, Tenant
reoccupies any portion of the Premises during such period, the Base Rent and
Tenant's Share of Operating Expenses, Insurance Expenses, Utility Expenses
and/or Tax Expenses allocable to such reoccupied portion, based on the
proportion that the rentable area of such reoccupied portion of the Premises
bears to the total rentable area of the Premises, shall be payable by Tenant
from the date Tenant reoccupies such portion of the
Premises.  Notwithstanding anything to the contrary contained herein,
if Landlord is diligently pursuing the remediation of the failure described in
clauses (i), (ii) or (iii) above, for example bringing in portable air
conditioning or heating equipment, then there shall be no abatement of Base Rent
or Tenant's Share of Operating Expenses, Insurance Expenses, Utility Expenses
and/or Tax Expenses.  The term "Eligibility Period" shall mean
a period of four (4) consecutive business days after Landlord's and Landlord's
mortgagee's (if applicable), receipt of the applicable Abatement Notice
(provided that Landlord will be provided additional time as required to remedy
such event so long as Landlord is diligently attempting to remedy such Abatement
Event and pursues such remedy to completion).  Such right to abate
Base Rent and Tenant's Share of Operating Expenses, Insurance Expenses, Utility
Expenses and/or Tax Expenses shall be Tenant's sole remedy for an Abatement
Event.  This Section 6.5 shall not apply in case of damage to, or
destruction of, the Premises or the Building, or any eminent domain proceedings
which shall be governed by separate provisions of this Lease.
  (12)
 7.           REPAIRS
  7.1           Tenant
Repairs.  Tenant shall, at Tenant's own expense, keep the
Premises, including all improvements, fixtures and furnishings therein, in good
order, repair and condition at all times during the Lease Term; provided
however, that, at Landlord's option, or if Tenant fails to make such repairs for
more than fifteen (15) days following Tenant's receipt of written notice from
Landlord (or such shorter period of time as is reasonable under the
circumstances in cases of emergency), Landlord may, but need not, make such
repairs and replacements, and Tenant shall pay Landlord's reasonable costs or
expenses, including Landlord's overhead, arising from Landlord's involvement
with such repairs and replacements forthwith upon being billed for
same.  Tenant hereby waives and releases its right to make repairs at
Landlord's expense and/or terminate this Lease or vacate the Premises under any
Texas law, statute, or ordinance now or hereafter in effect.
  7.2           Landlord
Repairs.  Except for the obligations imposed upon Tenant
pursuant to Section 7.1 above, Landlord shall, as part of Operating
Expenses (except to the extent otherwise expressly excluded in this Lease), keep
and maintain in good repair and working order in accordance with applicable laws
and in keeping with the standards of comparable buildings in the Energy Corridor
area of Houston, Texas and make repairs to and perform maintenance
upon:  (1) structural elements of the Building (including those within
the Premises); (2) Systems and Equipment, including standard mechanical
(including HVAC), electrical, plumbing and fire/life safety systems of the
Building (including any such systems entirely or partially within the Premises)
(the "Building
Systems"); (3) Common Areas and the Parking Facilities; (4) the roof and
foundation of the Building; (5) exterior windows of the Building; (6) elevators
serving the Building; and (7) the exterior plate glass.  Landlord
shall promptly make repairs and perform the maintenance for which Landlord is
responsible.
  8.           ADDITIONS
AND ALTERATIONS
  8.1           Landlord's Consent to
Alterations.  Tenant may not make any improvements,
alterations, additions or changes to the Premises (collectively, the "Alterations") without first
procuring the prior written consent of Landlord to such Alterations, which
consent shall be requested by Tenant by a detailed written notice sent to
Landlord not less than ten (10) business days prior to the commencement thereof,
and which consent shall not be unreasonably withheld, conditioned or delayed by
Landlord. Such consent automatically shall be deemed to have been given by
Landlord in the event that Landlord fails to deliver to Tenant a written
objection to a written request by Tenant to make such Alterations within ten
(10) business days of the date upon which Tenant delivered its written request
to Landlord (provided that with respect to Alterations affecting the System and
Equipment, the Base, Shell and Core or the structure of the Building, then such
ten (10) business day period shall be deemed increased to twenty (20) days) and
if such failure continues for an additional two (2) business days after
Landlord's receipt of Tenant's second written request.  The parties
further agree and acknowledge that the construction of the initial improvements
to the Premises, if any, shall be governed by the terms of the Tenant Work
Letter and not the terms of this Article 8.  Notwithstanding
anything to the contrary contained herein, Tenant may make strictly cosmetic
changes to the finish work in the Premises (the "Cosmetic Alterations"),
without Landlord's consent, provided that the aggregate cost of any such
alterations does not exceed Twenty-Five Thousand Dollars ($25,000) in any twelve
(12) month period, and further provided that such alterations do not (i) require
any structural or other substantial modifications to the Premises and/or work
inside the walls of the Premises or above the ceiling of the Premises, (ii)
require any changes to, or adversely affect, the Systems and Equipment of the
Building, (iii) affect the exterior appearance of the Building, (iv)
trigger any legal requirement which would require Landlord to make any
alteration or improvement to the Premises, the Building or the Real Property or
(v) require a building permit.  Tenant shall give Landlord at
least ten (10) business days prior notice of such Cosmetic Alterations, which
notice shall be accompanied by reasonably adequate evidence that such changes
meet the criteria contained in this Article 8.  Except as otherwise
provided, the term "Alterations" shall include Cosmetic
Alterations.
  (13)
 8.2           Manner of
Construction.  Tenant shall have obtained Landlord's approval
of all plans, specifications, drawings, contractors and subcontractors prior to
the commencement of Tenant's construction of the Alterations; provided, however,
a contractor of Landlord's selection shall perform all mechanical, electrical,
plumbing, structural, and heating, ventilation and air conditioning work (but
only if such Landlord designated contractors are price competitive), and such
work shall be performed at Tenant's cost.  Tenant agrees to carry
"Builder's All Risk" insurance in a commercially reasonable amount covering the
construction of such Alterations, and such other insurance as Landlord may
require.  Tenant shall pay to Landlord, as additional rent, the
reasonable costs of Landlord's engineers and other consultants for review of all
plans, specifications and working drawings for the Alterations, within ten (10)
business days after Tenant's receipt of invoices either from Landlord or such
consultants.  In addition to such costs, Tenant shall pay to Landlord,
within ten (10) days after completion of any Alterations, the actual, reasonable
costs incurred by Landlord for services rendered by Landlord's management
personnel and engineers to coordinate and/or supervise any of the Alterations to
the extent such services are provided in excess of or after the normal on-site
hours of such engineers and management personnel.  Tenant shall
construct such Alterations and perform such repairs in conformance with any and
all applicable laws and pursuant to a valid building permit, issued by the
appropriate governmental authorities (if required), in conformance with any
reasonable construction rules and regulations imposed by Landlord and in a
diligent, good and workmanlike manner.  If such Alterations trigger a
legal requirement upon Landlord to make any Alterations or improvements to the
Building or Common Areas, Tenant shall, as Additional Rent, reimburse Landlord
for the reasonable costs thereof (including third-party costs) incurred by
Landlord within thirty (30) days following Tenant's receipt of a
reasonably-detailed invoice describing such costs actually incurred by
Landlord.  Landlord's approval of the plans, specifications and
working drawings for Tenant's Alterations shall create no responsibility or
liability on the part of Landlord for their completeness, design sufficiency, or
compliance with all laws, rules and regulations of governmental agencies or
authorities.  Upon completion of any Alterations, Tenant agrees to
cause a Notice of Completion (or equivalent) to be posted (if applicable) and
recorded in the office of the Recorder of the County in which the Building is
located in accordance with all applicable state statutes, and Tenant shall
deliver to the Building management office a reproducible copy of the "as built"
drawings of the Alterations.
  (14)
 8.3           Landlord's
Property.  All Alterations, Improvements and fixtures which may
be made, installed or placed in or about the Premises from time to time, shall
be at the sole cost of Tenant and shall be and become the property of Landlord;
however, Landlord may, by written notice to Tenant at the time of Landlord's
consent to any Improvements or Alterations (provided Tenant requests that
Landlord make such determination at the time of Tenant's request for consent) or
in the case of Cosmetic Alterations, by written notice to Tenant within ten (10)
business days after Landlord's receipt of Tenant's notice of such Cosmetic
Alterations (including cabling) (provided Tenant requests that Landlord make
such determination at the time of Tenant's notice), or given upon any earlier
termination of this Lease, require Tenant at Tenant's expense to remove any such
Alterations or fixtures and/or the Improvements constructed pursuant to Exhibit
Bif
applicable.  If Tenant fails to complete such removal and/or to repair
any damage caused by the removal of any Alterations or Improvements which Tenant
is obligated to remove pursuant to the terms of this Lease, Landlord may do so
and may charge the reasonable cost of such removal to Tenant.  This
Section 8.3 shall survive the expiration or earlier termination of this
Lease.
  8.4           Landlord's Liability for
Alterations.  Landlord's approval of an Alteration shall not be
a representation by Landlord that the Alteration complies with applicable laws
or will be adequate for Tenant's use.  Tenant acknowledges that
Landlord is not an architect or engineer, and that the Alterations will be
designed and/or constructed using independent architects, engineers, and
contractors.  Accordingly, Landlord does not guarantee or warrant that
the applicable construction documents will comply with laws or be free from
errors or omissions, or that the Alterations will be free from defects, and
Landlord will have no liability therefor.
  9.           COVENANT
AGAINST LIENS
  Tenant
covenants and agrees not to suffer or permit any lien of mechanics or
materialmen or others to be placed against the Real Property, the Building or
the Premises with respect to work or services claimed to have been performed for
or materials claimed to have been furnished to Tenant or the Premises, and, in
case of any such lien attaching or notice of any lien, Tenant covenants and
agrees to cause it to be promptly released and removed of
record.  Notwithstanding anything to the contrary set forth in this
Lease,  in the event that such lien is not released and removed within
ten (10) days after the date notice of such lien is delivered by Landlord to
Tenant, Landlord, at its sole option, may immediately take all action necessary
to release and remove such lien, without any duty to investigate the validity
thereof, and all sums, costs and expenses, including reasonable attorneys' fees
and costs, incurred by Landlord in connection with such lien shall be deemed
Additional Rent under this Lease and shall immediately be due and payable by
Tenant.
  10.           INDEMNITY
AND INSURANCE
  10.1           Indemnification and
Waiver.  Tenant shall be liable for, and shall indemnify,
defend, protect and hold Landlord and Landlord's partners, officers, directors,
employees, agents, successors and assigns (collectively, "Landlord Indemnified Parties")
harmless from and against, any and all claims, damages, judgments, suits, causes
of action, losses, liabilities and expenses, including reasonable attorneys'
fees and court costs (collectively, "Indemnified Claims"), arising
or resulting from (a) any grossly negligent or willful act or omission of Tenant
or any of Tenant's officers, directors, agents, employees, contractors,
subtenants, assignees (or other successors and assigns), invitees or licensees
(collectively "Tenant
Parties") outside the Premises; and (b) any occurrence within the
Premises, except to the extent caused by the gross negligence or willful
misconduct of Landlord or any Landlord Party.  The foregoing indemnity
and waiver may in some cases apply to claims involving Landlord's
negligence.  Except as set forth in this Lease, Tenant hereby assumes
all risk of damage to property or injury to persons in or about the Premises,
the Building or elsewhere on the Real Property from any cause, and Tenant hereby
waives all claims in respect thereof against Landlord.  The provisions
of this Section 10.1 shall survive the expiration or sooner termination of
this Lease with respect to any claims or liability occurring prior to such
expiration or termination.  Landlord shall be liable for, and shall
indemnify, defend, protect and hold Tenant and the Tenant Parties harmless from
and against any Indemnified Claims arising or resulting from (a) any grossly
negligent or willful act or omission of Landlord or any Landlord Party in or
about the Premises; and (b) any occurrence outside of the Premises, except to
the extent caused by the gross negligence or willful misconduct of Tenant or any
Tenant Parties.
  (15)
 10.2           Tenant's
Insurance.  Tenant shall maintain the following coverages in
the following amounts.
  10.2.1           Commercial
general liability (CGL) and, if necessary, commercial umbrella insurance, on an
occurrence basis, with a limit of not less than $3,000,000 each
occurrence.  If such CGL insurance contains a general aggregate limit,
it shall apply separately to this location.  CGL insurance shall be
written on ISO occurrence form CG 00 01 01 96 (or a substitute form providing
equivalent coverage) and shall cover liability arising from premises,
operations, independent contractors, products-completed operations, personal
injury and advertising injury, liability assumed under an insured contract and
the performance by Tenant of the indemnity agreements set forth in Sections 10.1
and 29.2 of this Lease.  Landlord shall be included as an insured
under the CGL policy, using ISO additional insured endorsement CG 20 11 or a
substitute providing equivalent coverage, and under the commercial umbrella, if
any.  This insurance shall apply as primary insurance with respect to
any other insurance or self-insurance programs afforded to
Landlord.  There shall be no endorsement or modification of the CGL to
make it excess over other available insurance; alternatively, if the CGL states
that it is excess or pro rata, the policy shall be endorsed to be primary with
respect to the additional insured.  Tenant waives all rights against
Landlord and its agents, officers, directors and employees for recovery of
damages to the extent these damages are covered by the commercial general
liability or commercial umbrella liability insurance maintained pursuant to this
agreement.
  10.2.2           Commercial
property insurance covering (i) all office furniture, trade fixtures,
office equipment, merchandise and all other items of Tenant's property on the
Premises installed by, for, or at the expense of Tenant, and (ii) the
Tenant Improvements and Alterations.  Such insurance shall cover the
perils insured under the ISO special causes of loss form (CP 10 30) and shall
include coverage for vandalism and malicious mischief, terrorism coverage for
both certified and non-certified acts of terrorism, water damage, sprinkler
leakage coverage and boiler and machinery (systems breakdown).  The
amount insured shall equal the full replacement cost value new without deduction
for depreciation of the covered items.  Any coinsurance requirement in
the policy shall be eliminated through the attachment of an agreed amount
endorsement, the activation of an agreed value option, or as is otherwise
appropriate under the particular policy form. In no event shall Landlord be
liable for any damage to or loss of personal property sustained by Tenant,
whether or not it is insured, even if such loss is caused by the negligence of
Landlord, its employees, officers, directors or agents.  Landlord and
Tenant hereby waive any recovery of damages against each other (including their
employees, officers, directors, agents, or representatives) for loss or damage
to the Building, tenant improvements and betterments, fixtures, equipment, and
any other personal property to the extent covered by the commercial property
insurance required above.  If the commercial property insurance
purchased by Tenant as required above does not allow the insured to waive rights
of recovery against others prior to loss, Tenant shall cause them to be endorsed
with a waiver of subrogation as required above.
  10.2.3           Business
income, Business interruption and extra expense insurance in such amounts as
will reimburse Tenant for direct or indirect loss of earnings attributable to
all perils commonly insured against by prudent tenants or attributable to
prevention of access to the Premises or to the Building as a result of such
perils.  In no event shall Landlord be liable for any business
interruption or consequential loss sustained by Tenant, whether or not it is
insured, even if such loss is caused by the negligence of Landlord, its agents,
employees, directors officers or contractors.
  10.2.4           Worker's
compensation insurance providing statutory benefits to Tenant's employees,
employers liability insurance with limits not less than $1,000,000 each accident
for bodily injury by accident or $1,000,000 each employee for bodily injury by
disease. Tenant waives all rights against Landlord and its agents, officers,
directors, and employees for recovery of damages to the extent these damages are
covered by the workers compensation and employers liability obtained by
Tenant.  Tenant shall obtain an endorsement to effect this
waiver.
  (16)
 10.2.5           Professional
Liability insurance of not less than $1,000,000.00 each claim/aggregate,
including limited contractual liability coverage. Insurance will be maintained
in force, for a period of three (3) years after lease expiration.  The
retroactive date on the policy will pre-date the beginning of this lease, and
the retroactive date will not be advanced during the period that this lease is
in effect.
  10.3           Form of
Policies.  The minimum limits of policies of insurance required
of Tenant under this Lease shall in no event limit the liability of Tenant under
this Lease and Landlord makes no representation or guaranty that the insurance
required under this Lease shall be sufficient or adequate to protect
Tenant.  All insurance shall (i) be issued by an insurance
company having a rating of not less than A-X in Best's Insurance Guide or which
is otherwise acceptable to Landlord and licensed to do business in the State
where the Building is located; and (ii) provide that said insurance shall
not be canceled or coverage changed unless thirty (30) days' prior written
notice shall have been given to Landlord and the other additional insureds
thereunder designated by Landlord.  In addition, the insurance
described in Section 10.2.1 above shall (a) name Landlord, any
mortgage holder and any other party specified by Landlord, as an additional
insured; (b) specifically cover the liability assumed by Tenant under this
Lease including, but not limited to, Tenant's obligations under Section 10.1 of
this Lease; (c) be primary insurance as to all claims thereunder and
provide that any insurance required by Landlord is excess and is
non-contributing with any insurance requirement of Tenant; and (d) contain
a cross-liability endorsement or severability of interest clause reasonably
acceptable to Landlord.  The insurance described in
Section 10.2.2 shall name Landlord and any other party specified by
Landlord as loss-payee as to all items referred to in clause (ii) of
Section 10.2.2 and the insurance described in Sections 10.2.2 and 10.2.3
shall have deductibles reasonably acceptable to Landlord.  Tenant
shall deliver all policies or certificates thereof to Landlord on or before
Landlord's delivery of the Premises to Tenant or the Lease Commencement Date,
whichever first occurs, and at least thirty (30) days before the expiration
dates thereof.  All certificates shall provide that such insurance
will not be cancelled (or materially changed) without at least thirty (30) days'
prior written notice (ten (10) days for nonpayment of premiums) to
Landlord.  The words "endeavor to" and "but failure to mail such
notice shall impose no obligation or liability of any kind upon the company, its
agents or representatives" shall be deleted from the certificate form's
cancellation provision.  Failure of Landlord to demand such
certificate or other evidence of full compliance with these insurance
requirements or failure of Landlord to identify a deficiency from evidence that
is provided shall not be construed as a waiver of Tenant's obligation to
maintain such insurance.  In the event Tenant shall fail to procure
such insurance, or to deliver such policies or certificate, Landlord
may deny Tenant the right to occupy the Premises until such time as Tenant
makes such deliveries (which denial shall have no effect upon the Lease
Commencement Date) and/or procure such policies for the account of Tenant, and
the cost thereof shall be paid to Landlord as Additional Rent within five (5)
days after delivery to Tenant of the bills therefor.
  10.4           Tenant's Compliance with
Landlord's Insurance.  Tenant shall, at Tenant's expense,
comply with all commercially reasonable insurance company requirements
pertaining to the use of the Premises.  If Tenant's conduct or use of
the Premises causes any increase in the premium for such insurance policies,
then Tenant shall reimburse Landlord for any such increase.
  10.5           SUBROGATION.  LANDLORD AND TENANT
AGREE TO HAVE THEIR RESPECTIVE INSURANCE COMPANIES ISSUING PROPERTY DAMAGE,
WORKER'S COMPENSATION INSURANCE AND LOSS OF INCOME AND EXTRA EXPENSE INSURANCE
WAIVE ANY RIGHTS OF SUBROGATION THAT SUCH COMPANIES MAY HAVE AGAINST LANDLORD OR
TENANT, AS THE CASE MAY BE.  NOTWITHSTANDING ANYTHING IN THIS LEASE TO
THE CONTRARY, LANDLORD AND TENANT HEREBY WAIVE ANY RIGHT THAT EITHER MAY HAVE
AGAINST THE OTHER ON ACCOUNT OF ANY LOSS OR DAMAGE IF SUCH LOSS OR DAMAGE IS
INSURABLE UNDER THE PROPERTY DAMAGE OR LOSS OF INCOME AND EXTRA EXPENSE
INSURANCE REQUIRED TO BE MAINTAINED HEREUNDER (THIS WAIVER EXTENDS TO
DEDUCTIBLES UNDER SUCH INSURANCE AND INCLUDES CLAIMS FOR LANDLORD'S OWN
NEGLIGENCE).
  (17)
 11.           DAMAGE
AND DESTRUCTION
  11.1           Repair of Damage to Premises
by Landlord.  Tenant shall promptly notify Landlord of any
damage to the Premises resulting from fire or any other casualty.  If
the Premises or any Common Areas of the Building serving or providing access to
the Premises shall be damaged by fire or other casualty, Landlord shall promptly
and diligently, subject to reasonable delays for insurance adjustment or other
matters beyond Landlord's reasonable control, and subject to all other terms of
this Article 11, restore the base, shell and core of such Common Areas and
the Premises (collectively, the "Base, Shell and Core") to
substantially the same condition as existed prior to the casualty, except for
modifications required by law, the holder of a mortgage on the Real Property,
the lessor of a ground or underlying lease, or any other modifications to the
Common Areas deemed desirable by Landlord.  Notwithstanding any other
provision of this Lease, upon the occurrence of any damage to the Premises
resulting from fire or other casualty, Tenant shall assign to Landlord all
insurance proceeds payable to Tenant as to items of property described in clause
(ii) of Section 10.2.2, and Landlord shall return the Tenant Improvements
and Alterations to their original condition; provided that if the cost of such
repair by Landlord exceeds the amount of insurance proceeds received by Landlord
from Tenant's insurance carrier, as assigned by Tenant, the cost of such repairs
shall be paid by Tenant to Landlord prior to Landlord's repair of the
damage.  Landlord shall not be liable for any inconvenience or
annoyance to Tenant or its visitors, or injury to Tenant's business resulting in
any way from damage resulting from fire or other casualty or Landlord's repair
thereof; provided however, that if such fire or other casualty shall have
damaged the Premises or Common Areas necessary, in whole or in part, to Tenant's
occupancy, and if such damage is not the result of the gross negligence or
willful misconduct of Tenant or Tenant's employees, contractors, licensees, or
invitees, Landlord shall allow Tenant a proportionate abatement of Rent, during
the time and to the extent the Premises are unfit for occupancy for the purposes
permitted under this Lease.
  11.2           Landlord's Option to
Repair.  Notwithstanding the terms of Section 11.1 of this
Lease, Landlord may elect not to rebuild and/or restore the Premises and/or
Building and instead terminate this Lease by notifying Tenant in writing of such
termination within sixty (60) days after the date Landlord learns of the
necessity for repairs as the result of damage, such notice to include a
termination date giving Tenant ninety (90) days to vacate the Premises, but
Landlord may so elect only if the Building shall be damaged by fire or other
casualty or cause, whether or not the Premises are affected, and one or more of
the following conditions is present:  (i) repairs cannot
reasonably be completed within one hundred eighty (180) days after the date
Landlord learns of the necessity for repairs as the result of damage (when such
repairs are made without the payment of overtime or other premiums);
(ii) the holder of any mortgage on the Real Property or ground or
underlying lessor with respect to the Real Property shall require that the
insurance proceeds or any portion thereof be used to retire the mortgage debt,
or shall terminate the ground or underlying lease, as the case may be;
(iii) the damage is not fully covered, except for deductible amounts, by
Landlord's insurance policies and proceeds to be assigned to Landlord by Tenant
and other tenants; or (iv) such damage occurs during the last twelve (12) months
of the Lease Term.  If Landlord has not terminated this Lease, and the
repairs are not actually completed within such one hundred eighty (180) day
period (which one hundred eighty (180) day period shall be extended due to
delays caused by Tenant and Force Majeure delays), Tenant shall have the right
to terminate this Lease within five (5) business days of the end of such period
and thereafter during the first five (5) business days of each calendar month
following the end of such period until such time as the repairs are complete, by
notice to Landlord (the "Damage
Termination Notice"), effective as of a date set forth in the Damage
Termination Notice (the "Damage
Termination Date"), which Damage Termination Date shall not be less than
five (5) business days following the end of such period or each such month, as
the case may be.  Finally, if the Premises or the Real Property is
damaged to any substantial extent during the last twelve (12) months of the
Term, then notwithstanding anything contained in this Article 11 to the
contrary, Landlord shall have the option to terminate this Lease by giving
written notice to Tenant of the exercise of such option within sixty (60) days
after Landlord learns of the necessity for repairs as the result of such
damage.  In the event that the Premises or the Real Property is
destroyed or damaged to any substantial extent during the last twelve (12)
months of the Lease Term and if such damage shall take longer than sixty (60)
days to repair and if such damage is not the result of the gross negligence or
willful misconduct of Tenant or Tenant's employees, licensees, invitees or
agents, then notwithstanding anything in this Article 11 to the contrary, Tenant
shall have the option to terminate this Lease by written notice to Landlord of
the exercise of such option within sixty (60) days after Tenant learns of the
necessity for repairs as the result of such damage.  A total
destruction of the Real Property shall automatically terminate this
Lease.  Except as provided in this Article 11, there shall be no
abatement of rent and no liability of Landlord by reason of any injury to or
interference with Tenant's business or property arising from such damage or
destruction or the making of any repairs, alterations or improvements in or to
any portion of the Real Property or the Premises or in or to fixtures,
appurtenances and equipment therein.  Tenant understands that Landlord
will not carry insurance of any kind on Tenant's furniture, furnishings, trade
fixtures or equipment, and that Landlord shall not be obligated to repair any
damage thereto or replace the same.  Except for proceeds relating to
Tenant's furniture, furnishings, trade fixtures and equipment, Tenant
acknowledges that Tenant shall have no right to any proceeds of insurance
relating to property damage.
  (18)
 11.3           Waiver of Statutory
Provisions.  The provisions of this Lease, including this
Article 11, constitute an express agreement between Landlord and Tenant
with respect to any and all damage to, or destruction of, all or any part of the
Premises, the Building or any other portion of the Real Property, and any
statute, regulation or case law of the State of Texas with respect to
termination rights arising from damage or destruction shall have no application
to this Lease or any damage or destruction to all or any part of the Premises,
the Building or any other portion of the Real Property.
  12.           NONWAIVER
  No waiver
of any provision of this Lease shall be implied by any failure of Landlord or
Tenant, as applicable, to enforce any remedy on account of the violation of such
provision, even if such violation shall continue or be repeated
subsequently.  Any waiver by Landlord or Tenant of any provision of
this Lease may only be in writing, and no express waiver shall affect any
provision other than the one specified in such waiver and then only for the time
and in the manner specifically stated in such waiver.  No receipt of
monies by Landlord from Tenant after the termination of this Lease shall in any
way alter the length of the Lease Term.
  13.           CONDEMNATION
  If the
whole or any part of the Premises, Building or Real Property shall be taken by
power of eminent domain or condemned by any competent authority for any public
or quasi-public use or purpose, or if any adjacent property or street shall be
so taken or condemned, or reconfigured or vacated by such authority in such
manner as to require the use, reconstruction or remodeling of any part of the
Premises, Building or Real Property, or if Landlord shall grant a deed or other
instrument in lieu of such taking by eminent domain or condemnation, Landlord
shall have the option to terminate this Lease upon ninety (90) days' notice,
provided such notice is given no later than one hundred eighty (180) days after
the date of such taking, condemnation, reconfiguration, vacation, deed or other
instrument.  If (a) more than twenty-five percent (25%) of the
rentable square feet of the Premises is taken, (b) the taking of any
portion of the Premises, Building or Real Property would render the Premises
unsuitable for the permitted use (as described in Section 5.1 of this
Lease), or (c) access to the Premises is substantially impaired, Tenant
shall have the option to terminate this Lease upon ninety (90) days' notice,
provided such notice is given no later than one hundred eighty (180) days after
the date of such taking.  Landlord shall be entitled to receive the
entire award or payment in connection with such taking, except that Tenant shall
have the right to file any separate claim available to Tenant for any taking of
Tenant's personal property, and for goodwill and moving expenses, so long as
such claim does not diminish the award available to Landlord, its ground lessor
(if applicable) with respect to the Real Property or its mortgagee, and such
claim is payable separately to Tenant.  If any part of the Premises
shall be taken, and this Lease shall not be so terminated, the Rent shall be
proportionately abated.  Tenant hereby waives any and all rights it
might otherwise have pursuant to any Texaslaw, statute or
ordinance now or hereafter in effect, to seek termination of this Lease in the
event of a taking.
  (19)
 14.           ASSIGNMENT
AND SUBLETTING
  14.1           Transfers.  Except
as otherwise provided herein, Tenant shall not, without the prior written
consent of Landlord, which shall not be unreasonably withheld, conditioned or
delayed, assign or otherwise transfer this Lease or any interest hereunder,
permit any assignment or other such foregoing transfer of this Lease or any
interest hereunder by operation of law, sublet the Premises or any part thereof,
or permit the use of the Premises by any persons other than Tenant and its
employees (all of the foregoing are hereinafter sometimes referred to
collectively as "Transfers" and any person to
whom any Transfer is made or sought to be made is hereinafter sometimes referred
to as a "Transferee").  If
Tenant shall desire Landlord's consent to any Transfer, Tenant shall notify
Landlord in writing, which notice (the "Transfer Notice") shall
include (i) the proposed effective date of the Transfer, which shall not be
less than twenty (20) days nor more than one hundred eighty (180) days after the
date of delivery of the Transfer Notice, (ii) a description of the portion
of the Premises to be transferred (the "Subject Space"),
(iii) all of the terms of the proposed Transfer and the consideration
therefor, including a calculation of the "Transfer Premium," as that term is
defined in Section 14.3 below, in connection with such Transfer, the name
and address of the proposed Transferee and a copy of all operative documents to
be executed to evidence such Transfer, and (iv) current financial
statements of the proposed Transferee and such other information as Landlord may
reasonably require.  If there are any changes in the terms and
conditions from those specified in the Transfer Notice (i) such that
Landlord would initially have been entitled to refuse its consent to such
Transfer under this Section 14.1, or (ii) which would cause the
proposed Transfer to be more favorable to the Transferee than the terms set
forth in Tenant's original Transfer Notice, Tenant shall again submit the
Transfer to Landlord for its approval and other action under this
Article 14.  Any Transfer made without Landlord's prior written
consent shall, at Landlord's option, be null, void and of no effect, and shall,
at Landlord's option, constitute a default by Tenant under this
Lease.  Whether or not Landlord shall grant consent, Tenant shall pay
Landlord's review and processing fees, as well as any reasonable legal fees
incurred by Landlord, within thirty (30) days after written request by
Landlord.  Notwithstanding any contrary provision of this Lease, if
Tenant or any proposed Transferee claims that Landlord has unreasonably withheld
or delayed its consent to a proposed Transfer or otherwise has breached its
obligations under this Article 14, Tenant's and such Transferee's only
remedy shall be to seek a declaratory judgment and/or injunctive relief, and
Tenant, on behalf of itself and, to the extent permitted by law, such proposed
Transferee waives all other remedies against Landlord, including without
limitation, the right to seek monetary damages or to terminate this
Lease.
  14.2           Landlord's
Consent.  Landlord shall not unreasonably withhold, condition
or delay its consent to any proposed Transfer of the Subject Space to the
Transferee on the terms specified in the Transfer Notice.  The parties
hereby agree that it shall be reasonable under this Lease and under any
applicable law for Landlord to withhold consent to any proposed Transfer where
one or more of the following apply, without limitation as to other reasonable
grounds for withholding consent: (i) the Transferee is of a character or
reputation or engaged in a business which is not consistent with the quality of
the Building, or would be a significantly less prestigious occupant of the
Building than Tenant; (ii) the Transferee intends to use the Subject Space
for purposes which are not permitted under this Lease; (iii) the Transferee
is either a governmental agency or instrumentality thereof; (iv) the
Transfer will result in more than a reasonable and safe number of occupants per
floor within the Subject Space (provided that the number of occupants per floor
would have to exceed the number of occupants then occupying the Subject Space as
of the date of the Transfer); (v) in the case of an assignment, the
Transferee is not capable of performing the financial obligations remaining
under the Lease on the date consent is requested; (vi) the proposed
Transfer would cause Landlord to be in violation of another lease or agreement
to which Landlord is a party, or would give an occupant of the Building a right
to cancel its lease; (vii) either the proposed Transferee, or any person or
entity which directly or indirectly, controls, is controlled by, or is under
common control with, the proposed Transferee, (A) occupies space in the
Building at the time of the request for consent unless Landlord is unable to
accommodate such proposed Transferee's need for additional space, (B) is
negotiating with Landlord to lease space in the Building at such time, or
(C) has negotiated with Landlord during the twelve (12)-month period
immediately preceding the Transfer Notice; or (viii) Landlord has not
received assurances acceptable to Landlord that all past due amounts owing by
Tenant to Landlord, if any, will be paid and all defaults on the part of Tenant,
if any, will be cured prior to the effective date of the proposed
Transfer.
  (20)
 14.3           Transfer
Premium.  If Landlord consents to a Transfer, Tenant shall pay
to Landlord within thirty (30) days of Tenant's receipt from Transferee, fifty
percent (50%) of any "Transfer Premium," as that term is defined in this
Section 14.3, received by Tenant from such Transferee.  "Transfer Premium" shall mean
all rent, additional rent or other consideration payable to Tenant by such
Transferee in connection with the Transfer in excess of the Rent and Additional
Rent payable by Tenant under this Lease on a per rentable square foot basis if
less than all of the Premises is transferred, after deducting the expenses
incurred by Tenant solely in connection with the Transfer, including, without
limitation, (i) any changes, alterations and improvements to the Premises
in connection with the Transfer, and (ii) any brokerage commissions,
attorneys' fees, advertising costs and other concessions made in connection with
the Transfer (collectively, the "Subleasing
Costs").  Landlord or its authorized representatives shall have
the right at all reasonable times to review any publicly available documents of
Tenant relating to any Transfer.  If the Transfer Premium respecting
any Transfer shall be found understated, Tenant shall, within thirty (30) days
after demand, pay the deficiency, and if the Transfer Premium respecting any
Transfer shall be found understated by more than five percent (5%), Tenant shall
within thirty (30) days after demand, pay Landlord's reasonable costs of such
audit.
  14.4           Affiliate
Transfers.  Notwithstanding anything to the contrary contained
in this Article 14, an assignment or subletting of all or a portion of the
Premises to an affiliate ("Affiliate") of Tenant (an
entity which is controlled by, controls, or is under common control with,
Tenant, or that becomes a parent, successor or affiliate of Tenant, or is a
successor of Tenant by reason of merger, consolidation, public offering,
reorganization, dissolution, or sale of stock, membership or partnership
interests or assets) shall not be deemed a transfer under this Article 14,
provided that (i) Tenant notifies Landlord of any such assignment or sublease
prior to the effective date thereof (except where contractual confidentiality
restrictions prohibit such prior notice, in which case Tenant shall provide to
Landlord within fifteen (15) days after such assignment or sublease) and
promptly supplies Landlord with any documents or information requested by
Landlord regarding such assignment or sublease to such Affiliate (including, in
the event of an assignment, evidence of the assignee's assumption of Tenant's
obligations under this Lease or, in the event of a sublease, evidence of the
sublessee's assumption, in full, of the obligations of Tenant with respect to
the portion of the Premises so subleased, other than the payment of rent), (ii)
such assignment or sublease is not a subterfuge by Tenant to avoid its
obligations under his Lease, (iii) any such sublease does not cause Landlord to
be in default under any existing lease at the Building, and (iv) the net worth
of such Affiliate is not less than reasonably required to fulfill the terms of
this Lease.  An assignee of Tenant's entire interest in this Lease
pursuant to the immediately preceding sentence may be referred to herein as an
"Permitted
Assignee."  "Control," as used in this
Article 14 shall mean the ownership, directly or indirectly, of greater than
fifty-one percent (51%) of the voting securities of, or possession of the right
to vote, in the ordinary direction of its affairs, of greater than fifty-one
percent (51%) of the voting interest in, an entity.  Nothing contained
in this Section 14.4 shall be deemed to release Tenant from its obligations
under this Lease.
  14.5           Effect of
Transfer.  If Landlord consents to a Transfer, (i) the
terms and conditions of this Lease shall in no way be deemed to have been waived
or modified, (ii) such consent shall not be deemed consent to any further
Transfer by either Tenant or a Transferee, (iii) Tenant shall deliver to
Landlord, promptly after execution, an original executed copy of all
documentation pertaining to the Transfer in form reasonably acceptable to
Landlord, and (iv) no Transfer relating to this Lease or agreement entered
into with respect thereto, whether with or without Landlord's consent, shall
relieve Tenant from liability under this Lease.
  14.6           Additional
Transfers.  Subject to Section 14.4 above, for purposes of
this Lease, the term "Transfer" shall also include a change in the ownership of
twenty-five percent (25%) or more of the ownership interests of Tenant or of any
entity controlling Tenant (a "Parent Entity") within a
twelve (12)-month period, unless Tenant or such Parent Entity is a publicly-held
company whose stock trades on a nationally-recognized exchange.  For
purposes of this Section "controlling" shall mean the ability, directly or
indirectly, to direct or cause the direction of the management of Tenant,
whether through ownership of an equity interest, by contract, or
otherwise.
  (21)
 15.           SURRENDER
OF PREMISES AND REMOVAL OF TENANT'S PROPERTY
  No act or
thing done by Landlord or any agent or employee of Landlord during the Lease
Term shall be deemed to constitute an acceptance by Landlord of a surrender of
the Premises unless such intent is specifically acknowledged in a writing signed
by Landlord.  Upon the expiration of the Lease Term, or upon any
earlier termination of this Lease, Tenant shall quit and surrender possession of
the Premises to Landlord in as good order and condition as when Tenant took
possession and as thereafter improved by Landlord and/or Tenant, reasonable wear
and tear and repairs which are not the responsibility of Tenant and casualty
loss excepted.  Upon such expiration or termination, Tenant shall
remove from the Premises all debris and rubbish, such items of furniture,
equipment, and cabling installed by or at the request of Tenant that is not
contained in protective conduit or metal raceway, other articles of personal
property owned by Tenant and any property Landlord requires Tenant to remove
pursuant to Section 8.3.   Tenant shall repair at its own expense
all damage to the Premises and Building resulting from such
removal.  To the fullest extent permitted by applicable law, any
unused portion of Tenant's Security Deposit may be applied to offset Landlord's
costs set forth in the preceding sentence.  In addition, if Tenant
fails to remove Tenant's personal property from the Premises within thirty (30)
days after written notice, Landlord may (but shall not be obligated to) deem all
or any part of Tenant's personal property to be abandoned, and title to Tenant's
personal property (except with respect to any Hazardous Material (defined in
Paragraph 29)) shall be deemed to be immediately vested in Landlord with no
obligation on the part of Landlord to compensate Tenant for such
property.
  16.           HOLDING
OVER
  If Tenant
holds over after the expiration of the Lease Term hereof, with or without the
consent of Landlord, such tenancy shall be from month-to-month only, and Base
Rent shall be payable at a monthly rate equal to one hundred fifty percent
(150%) of  the Base Rent and Tenant's Share of Operating Expenses due
for the period immediately preceding the holdover.  Such
month-to-month tenancy shall be subject to every other term, covenant and
agreement contained herein.  Such  holdover shall not
constitute a renewal or extension of the Lease Term and Landlord expressly
reserves the right to require Tenant to surrender possession of the Premises to
Landlord as provided in this Lease upon the expiration or other termination of
this Lease.  The provisions of this Article 16 shall not be deemed to
limit or constitute a waiver of any other rights or remedies of Landlord
provided herein or at law.  In addition to the payment of the amounts
provided above, if Landlord has notified Tenant that Landlord has executed a
lease with another party for all or part of the Premises, and Tenant fails to
vacate the Premises by the later of the expiration of the Term or within sixty
(60) days after Landlord notifies Tenant that Landlord has executed such a lease
with another party, Tenant's failure shall constitute a default hereunder; and
notwithstanding any other provision of this Lease to the contrary, Tenant shall
be liable to Landlord for, and shall protect Landlord from and indemnify and
defend Landlord against, all losses and damages, including any claims made by
any succeeding tenant resulting from such failure to vacate, and any
consequential damages that Landlord suffers from Tenant's failure to timely
vacate.
  17.           ESTOPPEL
CERTIFICATES
  Within
ten (10) business days following a request in writing by Landlord, Tenant shall
execute and deliver to Landlord an estoppel certificate, in such commercially
reasonable form as may be required by Landlord or any prospective mortgagee or
purchaser of the Real Property, indicating therein any exceptions thereto that
may exist at that time.  Landlord agrees that, within twenty (20) days
after written request of Tenant, Landlord shall execute, acknowledge and deliver
to Tenant and/or any party designated by Tenant a similar
certificate.
  (22)
 18.           SUBORDINATION
  This
Lease is subject and subordinate to all present and future ground or underlying
leases of the Real Property and to the lien of any mortgages or trust deeds, now
or hereafter in force against the Real Property and the Building, if any, and to
all renewals, extensions, modifications, consolidations and replacements
thereof, and to all advances made or hereafter to be made upon the security of
such mortgages or trust deeds, unless the holders of such mortgages or trust
deeds, or the lessors under such ground lease or underlying leases, require in
writing that this Lease be superior thereto; provided, however, that a condition
precedent to the subordination of this Lease to any future ground or underlying
lease or to the lien of any future mortgage or deed of trust is that Landlord
shall obtain for the benefit of Tenant a subordination, non-disturbance and
attornment agreement from the landlord or lender of such future
instrument.  Tenant covenants and agrees to attorn, without any
deductions or set-offs whatsoever, to the lender or holder of any mortgage or
trust deed upon any foreclosure, to the purchaser upon any foreclosure sale, or
to the lessor of a ground or underlying lease upon the termination thereof, as
the case may be, if so requested to do so by such lender, purchaser or lessor,
and to recognize such lender, purchaser or lessor as the lessor under this
Lease.  Tenant shall, within ten (10) days of request by Landlord,
execute such further instruments or assurances as Landlord may reasonably deem
necessary to evidence or confirm such attornment and/or the subordination or
superiority of this Lease to any such mortgages, trust deeds, ground leases or
underlying leases.
  19.           DEFAULTS;
REMEDIES
  19.1           Tenant
Default.  The occurrence of any of the following shall
constitute a default of this Lease by Tenant:
  19.1.1           Any
failure by Tenant to pay any installment of Rent or any other sum specifically
to be paid by Tenant hereunder and such default shall not have been cured within
five (5) business days after Landlord shall have given to Tenant written notice
specifying such default; provided, however, in no event shall Landlord be
required to provide Tenant with such written notice of a default more than twice
per Calendar Year during the Term; or
  19.1.2           Any
failure by Tenant (other than a failure pursuant to Section 19.1.1 or
19.1.4) to observe or perform any other provision, covenant or condition of this
Lease to be observed or performed by Tenant where such failure continues for
thirty (30) days after written notice thereof from Landlord to Tenant; provided
however, that if the nature of such default is such that the same cannot
reasonably be cured within a thirty (30)-day period, Tenant shall not be deemed
to be in default if it diligently commences such cure within such period and
thereafter diligently proceeds to rectify and cure said default as soon as
reasonably possible; or
  19.1.3           The
entry of an order for relief with respect to Tenant under any chapter of the
Federal Bankruptcy Code, the dissolution or liquidation of Tenant, the
insolvency of Tenant or the inability of Tenant to pay its debts when due, or
the appointment of a trustee or receiver to take possession of all or
substantially all of Tenant's assets or Tenant's interest under this Lease that
is not discharged within thirty (30) days; or
  19.1.4           The
failure of Tenant to execute any documents referenced in Article 17 or 18 within
the time periods set forth in those Articles, and such failure shall continue
for more than five (5) days following written notice to Tenant that such
documents have not yet been executed.
  Any
notice required under this Section 19.1 shall be in lieu of, and not in addition
to, any notice required under current or future Texas statutes.
  (23)
 19.2           Landlord
Default.  Landlord shall not be in default in the performance
of any obligation required to be performed by Landlord under this Lease unless
Landlord has failed to perform such obligation within thirty (30) days after the
receipt of written notice to Landlord (and any mortgagee of whom Tenant has been
notified in writing) from Tenant specifying in detail Landlord's failure to
perform; provided however, that if the nature of Landlord's obligation is such
that more than thirty (30) days are required for its performance, then Landlord
shall not be deemed in default if it commences such performance within such
thirty (30) day period and thereafter diligently pursues the same to
completion.  Tenant agrees that, prior to commencing a legal action
against Landlord for failure to cure such default as provided in the preceding
sentence, any mortgagee which received notice of such default shall have an
additional thirty (30) days to cure such default (unless such cure would take
longer and such mortgagee has commenced such cure within said thirty (30) day
period).  Upon any such uncured default by Landlord and any mortgagee
which received notice of such default, Tenant may exercise any of its rights
provided in law or at equity; provided, however: (a) Tenant shall have no right
to offset or abate rent in the event of any default by Landlord under this
Lease, except to the extent offset rights are specifically provided to Tenant in
this Lease; (b) Tenant shall have no right to terminate this Lease, except
as expressly provided in this Lease; (c) Tenant's rights and remedies hereunder
shall be limited to the extent (i) Tenant has expressly waived in this Lease any
of such rights or remedies and/or (ii) this Lease otherwise expressly limits
Tenant's rights or remedies; and (d) Landlord will not be liable for any
consequential damages.
  20.           LANDLORD
REMEDIES
  20.1           Landlord's
Remedies.  Upon any default, Landlord shall have the right
without notice or demand (except as provided in Article 19) to pursue any of its
rights and remedies at law or in equity, including, without limitation, any one
or more of the following remedies:
  20.1.1                 Without
terminating this Lease, re-enter and take possession of the
Premises;
  20.1.2                 Without
terminating this Lease, Landlord may relet the Premises as Landlord may see fit
without thereby voiding or terminating this Lease, and for the purposes of such
reletting, Landlord is authorized, at Tenant's expense, to make such repairs,
redecorating, refurbishments or improvements to the Premises as may be necessary
in the reasonable opinion of Landlord;
  20.1.3                 Terminate
this Lease;
  20.1.4                 Remove
and store, at Tenant's expense, all the property in the Premises using such
lawful force as may be necessary;
  20.1.5                 Cure
such event of default for Tenant at Tenant's expense (plus a 5% administrative
fee);
  20.1.6                 Withhold
or suspend payment of sums Landlord would otherwise be obligated to pay to
Tenant under this Lease or any other agreement;
  20.1.7                 Require
all future payments to be made by cashier's check, money order, or wire transfer
after the first time any check is returned for insufficient funds, or the second
time any sum due hereunder is more than five days late;
  20.1.8                 Apply
any Security Deposit as permitted under this Lease; and/or
  20.1.9                 Recover
such other amounts in addition to or in lieu of the foregoing as may be
permitted from time to time by applicable law, including any other reasonable
amount necessary to compensate Landlord for all the detriment proximately caused
by Tenant's failure to perform its obligations under this Lease or which in the
ordinary course of events would be likely to result therefrom.
  (24)
 20.1.10                 Landlord
may, in addition to all other rights and remedies afforded Landlord hereunder or
by law or equity, without notice, alter locks or other security devices at the
Premises to deprive Tenant of access thereto, and Landlord shall not be required
to provide a new key or right of access to Tenant.
  20.1.11                 The
provisions hereof shall override and control any conflicting provisions of
Section 93.002 of the Texas Property Code (as amended).
  20.2           Measure of
Damages.
  20.2.1                 Calculation.  If
Landlord either terminates this Lease or terminates Tenant's right to possession
of the Premises, Tenant shall immediately surrender and vacate the Premises and
pay Landlord on demand (but without duplication of any
component):  (a) all Rent accrued through the end of the month in
which the termination becomes effective; (b) interest on all unpaid Rent from
the date due at a rate equal to the lesser of 18% per annum or the highest
interest rate permitted by applicable law; (c) all expenses reasonably incurred
by Landlord in enforcing its rights and remedies under this Lease, including all
reasonable legal expenses; (d) Costs of Reletting (defined below); and (e) all
Landlord's Rental Damages (defined below).  In the event that Landlord
relets the Premises for an amount greater than the Rent due during the Term,
Tenant shall not receive a credit for any such excess.
  20.2.2                 Definitions.  "Costs
of Reletting" shall include commercially reasonable costs, losses and expenses
(except as expressly otherwise set forth herein) incurred by Landlord in
reletting all or any portion of the Premises including, without limitation, the
cost of removing and storing Tenant's furniture, trade fixtures, equipment,
inventory, or other property, repairing and/or demolishing the Premises,
removing and/or replacing Tenant's signage and other fixtures, making the
Premises ready for a new tenant, including the cost of advertising, commissions,
architectural fees, legal fees, and leasehold improvements, and any allowances
and/or concessions provided by Landlord.  "Landlord's Rental Damages"
shall mean the total Rent which Landlord would have received under this Lease
(had Tenant made all such Lease payments as required) for the remainder of the
Term minus the amount of such rental loss that Tenant proves would be reasonably
avoided pursuant to Section 20.6 below, or, if the Premises are relet, the
actual rental value (not to be less than the Rent due during the Term), both
discounted to present value at the Prime Rate (defined below) in effect upon the
date of determination.  For purposes hereof, the "Prime Rate" shall be the per
annum interest rate publicly announced by the largest federally chartered
banking institution in the State in which the Building is located as such bank's
prime or base rate.
  20.3           Tenant Not Relieved from
Liabilities.  Unless expressly provided in this Lease, the
repossession or re-entering of all or any part of the Premises shall not relieve
Tenant of its liabilities and obligations under this Lease.  In
addition, Tenant shall not be relieved of its liabilities under this Lease, nor
be entitled to any damages hereunder, based upon minor or immaterial errors in
the exercise of Landlord's remedies.  No right or remedy of Landlord
shall be exclusive of any other right or remedy; provided, however, in no event
shall Tenant be liable for any consequential damages.  Each right and
remedy shall be cumulative and in addition to any other right and remedy now or
subsequently available to Landlord at law or in equity.  If Tenant
fails to pay any amount when due hereunder (after the expiration of any
applicable cure period), Landlord shall be entitled to receive interest on any
unpaid item of Rent from the date initially due (without regard to any
applicable grace period) at a rate equal to the rate set forth in Article 25
below.  However, in no event shall the charges permitted under this
Section 20.3 or elsewhere in this Lease, to the extent they are considered
interest under applicable law, exceed the maximum lawful rate of
interest.  If any payment by Tenant of an amount deemed to be interest
results in Tenant having paid any interest in excess of that permitted by law,
then it is the express intent of Landlord and Tenant that all the excess amounts
collected by Landlord be credited against the other amounts owing by Tenant
under this Lease.  Receipt by Landlord of Tenant's keys to the
Premises shall not constitute an acceptance or surrender of the
Premises.
  (25)
 20.4           Mitigation of
Damages. Upon termination of
Tenant's right to possess the Premises, Landlord shall use commercially
reasonable efforts to mitigate damages by reletting the
Premises.  Landlord shall not be deemed to have failed to do so if
Landlord refuses to lease the Premises to a prospective new tenant with respect
to whom Landlord would be entitled to withhold its consent pursuant to Article
14, or who (1) is an Affiliate, parent, or subsidiary of Tenant; (2) is not
reasonably acceptable to any Mortgagee of Landlord; or (3) is unwilling to
accept reasonable lease terms then proposed by Landlord,
including:  (a) leasing for a shorter term than remains under this
Lease; (b) re-configuring or combining the Premises with other space, (c) taking
all or only a part of the Premises; and/or (d) substantially changing the use of
the Premises.  Notwithstanding Landlord's duty to mitigate its damages
as provided herein, Landlord shall not be obligated (i) to give any priority to
reletting Tenant's space in connection with its leasing of space in the Building
or any complex of which the Building is a part, or (ii) to accept below market
rental rates for the Premises or any rate that would negatively impact the
market rates for the Building.
  20.5           Landlord's
Lien.  Landlord hereby waives, releases and relinquishes any
and all statutory lien rights, landlord lien rights and similar rights under
Texas law, except any judgment liens obtained by Landlord against Tenant, in and
to Tenant's personal property, fixtures, furnishings and equipment.
  20.6           Waiver of
Default.  No waiver by Landlord or Tenant of any violation or
breach of any of the terms, provisions and covenants herein contained shall be
deemed or construed to constitute a waiver of any other or later violation or
breach of the same or any other of the terms, provisions, and covenants herein
contained.  Forbearance by Landlord in enforcement of one or more of
the remedies herein provided upon an event of default shall not be deemed or
construed to constitute a waiver of such default.  The acceptance of
any Rent hereunder by Landlord following the occurrence of any default, whether
or not known to Landlord, shall not be deemed a waiver of any such default,
except only a default in the payment of the Rent so accepted.
  21.           COVENANT
OF QUIET ENJOYMENT
  Landlord
covenants that Tenant, on paying the Rent, charges for services and other
payments herein reserved and on keeping, observing and performing all the other
terms, covenants, conditions, provisions and agreements herein contained on the
part of Tenant to be kept, observed and performed, shall, during the Lease Term,
peaceably and quietly have, hold and enjoy the Premises subject to the terms,
covenants, conditions, provisions and agreements hereof without interference by
any persons lawfully claiming by or through Landlord.  The foregoing
covenant is in lieu of any other covenant express or implied.
  22.           SECURITY
DEPOSIT
  Concurrent
with Tenant's execution of this Lease, Tenant shall deposit with Landlord a
security deposit (the "Security
Deposit") in the amount set forth in Section 11 of the
Summary.  The Security Deposit shall be held by Landlord as security
for the faithful performance by Tenant of all the terms, covenants, and
conditions of this Lease to be kept and performed by Tenant during the Lease
Term.  If Tenant defaults with respect to any provisions of this
Lease, Landlord may use, apply or retain all or any part of the Security Deposit
for the payment of any Rent or any other sum in default, to cure Tenant's
default hereunder, or to compensate Landlord for any other loss or damage that
Landlord may suffer by reason of Tenant's default.  If any portion of
the Security Deposit is so used or applied, Tenant shall, within five (5) days
after written demand therefor, deposit cash with Landlord in an amount
sufficient to restore the Security Deposit to its original amount, and Tenant's
failure to do so shall be a default under this Lease.  Landlord shall
return the Security Deposit (less any portion thereof used, applied or retained
by Landlord as permitted herein) to Tenant within sixty (60) days following the
expiration of the Lease Term.  Tenant shall not be entitled to any
interest on the Security Deposit.  Tenant hereby waives the provisions
of Sections 93.005 and 93.006 Texas Property Code and all other provisions of
law, now or hereafter in force, which provide that Landlord may claim from a
security deposit only those sums reasonably necessary to remedy defaults in the
payment of rent, to repair damage caused by Tenant or to clean the
Premises.
  (26)
 23.           INTENTIONALLY
OMITTED
  24.           SIGNS
  24.1           Premises Identification and
Building Directory Signage.  Tenant shall be entitled, at
Landlord's sole cost and expense, to (i) Building-standard identification
signage outside of Tenant's Premises on the floor on which Tenant's Premises are
located, and (ii) to one (1) line on the Building directory to display Tenant's
name and location in the Building.  The location, quality, design,
style, and size of such signage shall be consistent with the Landlord's Building
standard signage program and will comply with all applicable governmental
requirements, codes or ordinances (including the receipt of any necessary
permits).  Any change in Tenant's signage shall be at Tenant's sole
cost and expense.
  24.2           Monument
Signage.  Subject to this Section 24.2, Tenant shall be
entitled to install, at its sole cost and expense, a strip on the Building's
monument sign located at Katy Freeway ("Signage").  The graphics,
materials, size, color, design, lettering, lighting (if any), specifications and
exact location of the Signage (collectively, the "Signage Specifications") shall
be subject to the prior written approval of Landlord, which approval shall not
be unreasonably withheld, conditioned or delayed.  In addition, the
Signage and all Signage Specifications therefor shall be subject to Tenant's
receipt of all required governmental permits and approvals, and shall be subject
to any covenants, conditions and restrictions affecting the Real
Property.  In the event Tenant does not receive the necessary permits
and approvals for the Signage, Tenant's and Landlord's rights and obligations
under the remaining provisions of this Lease shall not be affected.  The
cost of installation of the Signage, as well as all costs of design and
construction of such Signage and all other costs associated with such Signage,
including, without limitation, permits, maintenance and repair, shall be the
sole responsibility of Tenant (except that any permits, maintenance or repairs
necessary for the monument sign itself shall be Landlord's
responsibility).  The rights to the Signage shall be personal to the
originally named Tenant and any Permitted Assignee and may not be
transferred.  Upon the expiration or earlier termination of this
Lease, Tenant shall, at Tenant's sole cost and expense, cause the Signage to be
removed from the Building's monument sign and shall cause the location of the
strip on the monument sign to be restored to the condition existing prior to the
placement of such Signage.  If Tenant fails to remove such Signage and to
restore the monument sign as provided in the immediately preceding sentence
within thirty (30) days following the expiration or earlier termination of this
Lease, then Landlord may perform such work, and all costs and expenses incurred
by Landlord in so performing such work shall be reimbursed by Tenant to Landlord
within ten (10) days after Tenant's receipt of invoice therefor.  The
immediately preceding sentence shall survive the expiration or earlier
termination of this Lease.
  Should
the name of the original Tenant change, or should this Lease be assigned to a
Permitted Assignee, then the Signage may be modified at Tenant's sole cost and
expense to reflect the new name, but only if the new name does not
(i) relate to an entity that is of a character, reputation, or associated
with a political orientation or a faction, that is inconsistent with the quality
of the Building or would otherwise reasonably offend a institutional landlord of
a project comparable to the Building, taking into consideration the level and
visibility of such signage or (ii) cause Landlord to be in default under
any lease or license with another tenant of the Real Property.
  24.3           Prohibited Signage and Other
Items.  Any other signs, notices, logos, pictures, names or
advertisements which are installed in the Common Areas or on the exterior of the
Building or are visible from outside the Premises and that have not been
individually approved by Landlord may be removed without notice by Landlord at
the sole expense of Tenant.
  (27)
 25.           LATE
CHARGES
  If any
installment of Rent or any other sum due from Tenant shall not be received by
Landlord or Landlord's designee within five (5) business days of the date when
said amount is due, then (i) Tenant shall pay to Landlord a late charge equal to
six percent (6%) of the amount due (but in no event shall such charge be in
excess of the maximum amount permitted by applicable law) plus any attorneys'
fees incurred by Landlord by reason of Tenant's failure to pay Rent and/or other
charges when due hereunder, and (ii) such unpaid amounts shall thereafter bear
interest until paid at a rate equal to the Prime Rate plus five percent (5%) per
annum but in no event to exceed twelve percent (12%) in the aggregate, provided
that in no case shall such rate be higher than the highest rate permitted by
applicable law.  The late charge and interest shall be deemed
Additional Rent and the right to require it shall be in addition to all of
Landlord's other rights and remedies hereunder or at law and shall not be
construed as liquidated damages or as limiting Landlord's remedies in any
manner.
  26.           LANDLORD'S
RIGHT TO CURE DEFAULT
  All
covenants and agreements to be kept or performed by Tenant under this Lease
shall be performed by Tenant at Tenant's sole cost and expense and without any
reduction of Rent.  If Tenant shall fail to perform any of its
obligations under this Lease, within a reasonable time after such performance is
required by the terms of this Lease including any applicable notice and cure
periods, Landlord may, but shall not be obligated to, after reasonable prior
written notice to Tenant, make any such payment or perform any such act on
Tenant's part without waiving its right based upon any default of Tenant and
without releasing Tenant from any obligations hereunder, in which event Tenant
shall reimburse Landlord, upon demand, for the sums incurred by Landlord in
connection therewith.  Tenant's reimbursement obligations under this
Article 26 shall survive the expiration or sooner termination of the Lease
Term.
  27.           ENTRY
BY LANDLORD
  Except as
otherwise set forth in this Lease, Landlord reserves the right at all reasonable
times and upon at least forty-eight (48) hours' prior written notice to the
Tenant to enter the Premises to (i) inspect them; (ii) show the
Premises to prospective purchasers or mortgagees, or to the ground or underlying
lessors, or show the Premises to prospective tenants during the last 6 months of
the Term (unless Tenant has agreed to, or has exercised an option to, renew or
extend the Term of this Lease); (iii) post or serve notices of
nonresponsibility; or (iv) alter, improve or repair the Premises or the
Building if necessary to comply with current Building codes or other applicable
laws, or for structural alterations, repairs or improvements to the
Building.  Notwithstanding anything to the contrary contained in this
Article 27, Landlord may enter the Premises at any time to (A) perform services
required of Landlord (except as otherwise set forth in this Lease); (B) take
possession to the extent provided in Section 20 as part of Landlord's
remedies under this Lease; (C) perform any covenants of Tenant which Tenant
fails to perform to the extent provided in Section 26 of this Lease; or (D)
to address an emergency.  Any such entries shall be without the
abatement of Rent, shall not be deemed an unlawful entry, or an actual or
constructive eviction, and shall include the right to take such reasonable steps
as required to accomplish the stated purposes.  Tenant hereby waives
any claims for damages or for any injuries or inconvenience to or interference
with Tenant's business, lost profits, any loss of occupancy or quiet enjoyment
of the Premises, and any other loss occasioned
thereby.  Notwithstanding the foregoing or any other provision to the
contrary in this Lease, the parties hereto agree and acknowledge that Landlord
or any other party entering the Premises pursuant to the rights granted in this
Article 27 or elsewhere in this Lease (each such party, including Landlord,
being hereinafter called a "Landlord Party") shall cause
as little inconvenience, annoyance and disturbance to Tenant as is reasonably
possible under the circumstances, exercising commercially reasonable
efforts.
  (28)
 28.           TENANT
PARKING
  Subject
to compliance with written rules and regulations reasonably prescribed by
Landlord, Tenant shall rent parking passes on a monthly basis throughout the
Lease Term in the amount set forth in Section 12 of the Summary to park in
the Parking Facilities, on a non-exclusive basis at no charge during the initial
Lease Term.  In no event shall Tenant use more than the number of
parking passes allocated to Tenant by Section 12 of the
Summary.  Landlord may, without incurring any liability to Tenant and
without any abatement of Rent under this Lease, from time to time, temporarily
close-off or restrict access to the Parking Facilities, or relocate Tenant's
parking passes to other parking structures and/or surface parking areas within a
reasonable distance of the Premises (in the event such distance exceeds 1/8 of a
mile, Landlord shall provide valet and/or shuttle service to and from the
Building at no charge to Tenant), for purposes of permitting or facilitating any
such construction, alteration, improvements or repairs with respect to the
Parking Facilities or to accommodate or facilitate renovation, alteration,
construction or other modification of other improvements or structures located
on the Real Property.  Any parking rates charged by Landlord for
Tenant's parking passes shall be exclusive of any parking tax or other charges
imposed by governmental authorities in connection with the use of such parking,
which taxes and/or charges shall be paid directly by Tenant or the parking
users, or, if directly imposed against Landlord, Tenant shall reimburse Landlord
for all such taxes and/or charges concurrent with its payment of the parking
rates described herein.
  29.           HAZARDOUS
MATERIALS
  29.1           Restrictions.  No
Hazardous Material (defined below) (except for de minimis quantities of
household cleaning products and office supplies used in the ordinary course of
Tenant's business at the Premises and that are used, kept, and disposed of in
compliance with laws) shall be brought upon, used, kept, or disposed of in or
about the Premises or the Real Property by any Tenant Parties or any of Tenant's
transferees, contractors, agents or licensees without Landlord's prior written
consent, which consent may be withheld in Landlord's sole and absolute
discretion.  Tenant's request for such consent shall include a
representation and warranty by Tenant that the Hazardous Material in question
(1) will be used in the ordinary course of Tenant's business, and (2) shall be
used, kept, and disposed of in compliance with all laws.
  29.2           Remediation.  Tenant
shall, at its expense, visually inspect the Premises for the presence of
Hazardous Materials or conditions which may reasonably give rise to
Contamination (defined below) and promptly notify Landlord if it suspects
Contamination in the Premises.  Any remediation of Contamination
caused by a Tenant Party or its contractors or invitees which is required by law
or which is deemed reasonably necessary by Landlord, in Landlord's reasonable
opinion, shall be performed by Landlord and Tenant shall reimburse Landlord for
the cost thereof, plus a 5% administrative fee.  Tenant shall be
liable for, and shall indemnify, defend, protect and hold Landlord and the
Landlord Indemnified Parties harmless from and against, any and all claims,
damages, judgments, suits, causes of action, losses, liabilities and expenses,
including testing, remediation and consultant and reasonable attorneys' fees and
court costs, arising or resulting from (a) any Contamination on or about the
Premises, Building or Real Property caused by Tenant or any Tenant Parties; or
(b) any breach of this Article 29 by Tenant.
  29.3           Definitions.  A
"Hazardous Material"
means any substance which is toxic, ignitable, reactive, or corrosive or which
is regulated by "Environmental Laws". The term "Environmental Laws" means
federal, state and local laws and regulations, judgments, orders and permits
governing safety and health and the protection of the environment, including
without limitation the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. 9601 et seq., as amended (CERCLA), the Resource
Conservation and Recovery Act, as amended 42 U.S.C. 6901 et seq., the Clean
Water Act, 33 U.S.C. 1251 et seq., the Clean Air Act, 42 U.S.C. 7401 et seq.,
the Toxic Substance Control Act, 15 U.S.C. 2601 et seq., and the Safe Drinking
Water Act, 42 U.S.C. 300f through 300j. "Hazardous Materials" includes any and
all materials or substances which are defined as "hazardous waste", "extremely
hazardous waste" or a "hazardous substance" pursuant to state, federal or local
governmental law. "Hazardous Materials" also includes asbestos, mold,
polychlorinated biphenyls and petroleum products.  "Contamination" means the
existence or any release or disposal of a Hazardous Material or biological or
organic contaminant, including any such contaminant which could adversely impact
air quality, such as mold, fungi, or other bacterial agents, in, on, under, at,
or from the Premises, the Building, or the Real Property which may result in any
liability, fine, use restriction, cost recovery lien, remediation requirement,
or other government or private party action, or imposition affecting any
Landlord Indemnified Party. For purposes of this Lease, claims arising from
Contamination shall include diminution in value, restrictions on use, adverse
impact on leasing space, and all costs of site investigation, remediation,
removal, and restoration work, including response costs under CERCLA and similar
statutes.
  (29)
 29.4           Landlord's Indemnities with
Regard to Hazardous Materials.  Landlord shall indemnify and
hold harmless the Tenant and the Tenant Parties from any and all claims,
damages, fines, judgments, penalties, costs, expenses or liabilities (including,
without limitation, any and all sums paid for settlement of claims, attorneys'
fees, consultant and expert fees) arising prior to, during or after the Lease
Term from or in connection with the presence or suspected presence of Hazardous
Materials in, on or about the Real Property, Building or Premises, except to the
extent that the Hazardous Materials are present as a result of acts of Tenant or
any Tenant Parties.
  29.5           Waiver of Consequential
Damages.  Notwithstanding anything to the contrary stated
hereinabove, the indemnifications contained in this Article 29 above shall not
include any consequential damages (e.g. loss of rent, use and profits) incurred
by either Landlord or Tenant, but shall expressly include, without limitation,
any and all costs incurred due to any investigation of the site or any cleanup,
removal or restoration mandated by or pursuant to any applicable Environmental
Laws. The indemnifications contained herein shall survive any expiration or
termination of the Lease Term.
  30.           MISCELLANEOUS
PROVISIONS
  30.1           Binding
Effect.  Landlord has delivered a copy of this Lease to Tenant
for Tenant's review only, and the delivery of it does not constitute an offer to
Tenant or an option.  This Lease shall not be effective against any
party hereto until an original copy of this Lease has been signed by such party
and delivered to the other party.  An electronic or facsimile copy of
the Lease shall be deemed an original for purposes of this Section
30.1.  Each of the provisions of this Lease shall extend to and shall,
as the case may require, bind or inure to the benefit not only of Landlord and
of Tenant, but also of their respective successors or assigns, provided this
clause shall not permit any assignment by Tenant contrary to the provisions of
Article 14 of this Lease.
  30.2           No Air
Rights.  No rights to any view or to light or air over any
property, whether belonging to Landlord or any other person, are granted to
Tenant by this Lease.
  30.3           Modification of
Lease.  Should any current or prospective mortgagee or ground
lessor for the Building require a modification or modifications of this Lease,
which modification or modifications will not cause an increased cost or expense
to Tenant or in any other way materially and adversely change the rights and
obligations of Tenant hereunder, then and in such event, Tenant agrees that this
Lease may be so modified and agrees to execute whatever documents are reasonably
required therefor and deliver the same to Landlord within ten (10) days
following the request therefor.
  30.4           Transfer of Landlord's
Interest.  In the event Landlord transfers all or any portion
of its interest in the Real Property and Building and in this Lease, Landlord
shall automatically be released from all remaining liability under this Lease
arising hereunder after the date of such transfer, and Tenant agrees to look
solely to such transferee for the performance of Landlord's obligations arising
hereunder after the date of transfer, provided such transferee assumes in
writing all such obligations.
  (30)
 30.5           Captions.  The
captions of Articles and Sections are for convenience only and shall not be
deemed to limit, construe, affect or alter the meaning of such Articles and
Sections.
  30.6           Time of
Essence.  Time is of the essence of this Lease and each of its
provisions.
  30.7           Partial
Invalidity.  If any term, provision or condition contained in
this Lease shall, to any extent, be invalid or unenforceable, the remainder of
this Lease, or the application of such term, provision or condition to persons
or circumstances other than those with respect to which it is invalid or
unenforceable, shall not be affected thereby, and each and every other term,
provision and condition of this Lease shall be valid and enforceable to the
fullest extent possible permitted by law.
  30.8           Landlord
Exculpation.  It is expressly understood and agreed that
notwithstanding anything in this Lease to the contrary, and notwithstanding any
applicable law to the contrary, the liability of Landlord hereunder (including
any successor landlord) and any recourse by Tenant against Landlord shall be
limited solely and exclusively to the interest of Landlord in the Building, and
neither Landlord, nor any of its constituent partners, members, shareholders,
officers, directors or employees shall have any personal liability therefor, and
Tenant hereby expressly waives and releases such personal liability on behalf of
itself and all persons claiming by, through or under
Tenant.  Landlord's interest in the Real Property shall be deemed to
include, without limitation (i) the rents or other income from the Real Property
received by Landlord from and after the date of any final non-appealable
judgment entered against Landlord and after payment of all expenses and debt
service of the Real Property, (ii) the net proceeds received by Landlord from
the sale or other disposition of all or any part of Landlord's right, title and
interest in the Real Property after deducting therefrom all of Landlord's costs
of sale and the payment of any debt service; (iii) the net proceeds received by
Landlord from any condemnation or conveyance in lieu of condemnation of all or
any portion of the Real Property after the payment of Landlord's cost therefrom
and any debt service; and (iv) the net proceeds of insurance received by
Landlord from any casualty loss of all or any portion of the Real Property after
the payment of Landlord's cost therefrom and any debt
service.  Subject to Article 16 hereof, in no event shall either
party be liable to the other party, for any consequential, speculative or
punitive damages.
  30.9           Entire
Agreement.  It is understood and acknowledged that there are no
oral agreements between the parties hereto affecting this Lease and this Lease
supersedes and cancels any and all previous negotiations, arrangements,
brochures, agreements and understandings, if any, between the parties hereto or
displayed by Landlord to Tenant with respect to the subject matter thereof, and
none thereof shall be used to interpret or construe this Lease.  This
Lease and any side letter or separate agreement executed by Landlord and Tenant
in connection with this Lease and dated of even date herewith contain all of the
terms, covenants, conditions, warranties and agreements of the parties relating
in any manner to the rental, use and occupancy of the Premises.  None
of the terms, covenants, conditions or provisions of this Lease can be modified,
deleted or added to except in writing signed by the parties
hereto.  Any deletion of language from this Lease prior to its
execution by Landlord and Tenant shall not be construed to raise any
presumption, canon of construction or implication, including, without
limitation, any implication that the parties intended thereby to state the
converse of the deleted language.  The parties hereto acknowledge and
agree that each has participated in the negotiation and drafting of this Lease;
therefore, in the event of an ambiguity in, or dispute regarding the
interpretation of, this Lease, the interpretation of this Lease shall not be
resolved by any rule of interpretation providing for interpretation against the
party who caused the uncertainty to exist or against the draftsman.
  (31)
 30.10           Force
Majeure.  Any prevention, delay or stoppage due to strikes,
lockouts, labor disputes, acts of God, inability to obtain services, labor, or
materials or reasonable substitutes therefor, governmental actions, civil
commotions, fire or other casualty, and other causes beyond the reasonable
control of the party obligated to perform, except with respect to the
obligations imposed with regard to Rent and other charges to be paid by Tenant
or amounts to be paid by Landlord pursuant to this Lease (collectively, the
"Force Majeure"),
notwithstanding anything to the contrary contained in this Lease, shall excuse
the performance of such party for a period equal to any such prevention, delay
or stoppage and, therefore, if this Lease specifies a time period for
performance of an obligation of either party, that time period shall be extended
by the period of any delay in such party's performance caused by a Force
Majeure.
  30.11           Notices. Any notice,
demand or other communication given under the provisions of this Lease
(collectively, "Notices") by either party to
the other party shall be effective only if in writing and (a) personally
served, (b) mailed by United States registered or certified mail, return
receipt requested, postage prepaid, or (c) sent by a nationally recognized
courier service (e.g.,
Federal Express) for next-day delivery.  Notices shall be directed to
the parties at their respective addresses set forth in the
Summary.  In the event that a different address is furnished in
writing by either party to the other party in accordance with the procedures set
forth in this Section 30.11, Notices shall thereafter be sent or delivered
to the new address.  Notices given in the foregoing manner shall be
deemed given (a) when actually received or refused by the party to whom sent if
delivered by carrier or personally served or (b) if mailed, on the day of
actual delivery or refusal as shown by the addressee's registered or certified
mail receipt.  For purposes of this Lease, a "business day" is Monday
through Friday, excluding holidays observed by the United States Postal
Service.
  30.12           Joint and Several
Liability.  If more than one person or entity executes this
Lease as Tenant: (a) each of them is and shall be jointly and severally liable
for the covenants, conditions, provisions and agreements of this Lease to be
kept, observed and performed by Tenant; and (b) the act or signature of, or
notice from or to, any one or more of them with respect to this Lease shall be
binding upon each and all of the persons and entities executing this Lease as
Tenant with the same force and effect as if each and all of them had so acted or
signed, or given or received such notice.
  30.13           Attorneys'
Fees.  If either party commences litigation against the other
for the specific performance of this Lease, for damages for the breach hereof or
otherwise for enforcement of any remedy hereunder, the prevailing party shall be
entitled to recover from the other party such costs and reasonable attorneys'
fees as may have been incurred, including any and all costs incurred in
enforcing, perfecting and executing such judgment.
  30.14           Governing Law; Jurisdiction
and Venue.  This Lease and the rights and obligations of the
parties shall be interpreted, construed, and enforced in accordance with the
laws of the state in which the Building is located.  All obligations
under this Lease are performable in the County in which the Building is located,
which shall be the venue for all legal actions.
  30.15           Jury Trial
Waiver.  TENANT, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY
KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT
COUNSEL, WAIVES, RELINQUISHES AND FOREVER FOREGOES THE RIGHT TO A TRIAL BY JURY
IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING
TO THIS LEASE OR ANY CONDUCT, ACT OR OMISSION OF LANDLORD, TENANT, OR ANY OF
THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR
ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH LANDLORD OR TENANT, IN EACH OF
THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE.
  30.16           Paragraph
Headings.  The headings and titles to the Articles and Sections
of this Lease are for convenience only and shall have no effect on the
interpretation of any part of this Lease.
  30.17           Recording.  Tenant
shall not record this Lease or any memorandum of lease.
  30.18           Authority.  Tenant
covenants, warrants, and represents that each individual executing, attesting,
and/or delivering this Lease on behalf of Tenant is authorized to do so on
behalf of Tenant; this Lease is binding upon and enforceable against Tenant; and
Tenant is duly organized and legally existing in the state of its organization
and is qualified to do business in the state in which the Premises are
located.
  (32)
 30.19           Relationship.  This
Lease shall create only the relationship of landlord and tenant between the
parties, and not a partnership, joint venture, or any other
relationship.
  30.20           Survival of
Obligations.  The expiration of the Lease Term, whether by
lapse of time or otherwise, shall not relieve Tenant of any obligations which
accrued prior to or which may continue to accrue after the expiration or early
termination of this Lease.  Those terms or provisions of this Lease
which this Lease expressly states shall survive, or which by their context are
clearly intended to survive, the expiration or earlier termination of this
Lease, shall survive the expiration or earlier termination of this
Lease.
  30.21           Brokers.  Landlord
and Tenant hereby warrant to each other that they have had no dealings with any
real estate broker or agent in connection with the negotiation of this Lease,
excepting only the real estate brokers or agents specified in Section 13 of
the Summary (the "Brokers"), and that they know
of no other real estate broker or agent who is entitled to a commission in
connection with this Lease.  Each party agrees to indemnify and defend
the other party against and hold the other party harmless for, from and against
any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs
and expenses (including without limitation reasonable attorneys' fees) with
respect to any leasing commission or equivalent compensation alleged to be owing
on account of the indemnifying party's dealings with any real estate broker or
agent other than the Brokers.  The indemnities in this Section 30.21
shall survive the expiration or termination of this Lease.
  30.22           Transportation
Management.  Tenant shall cooperate with all reasonable present
or future programs intended to manage parking, transportation or traffic in and
around the Building and in connection therewith, Tenant shall take responsible
action for the transportation planning and management of all employees located
at the Premises by working directly with Landlord, any governmental
transportation management organization or any other transportation-related
committees or entities.
  30.23           Intentionally
Omitted.
  30.24           Landlord
Renovations.  Tenant acknowledges that Landlord may, but shall
not be obligated to (other than as specifically set forth herein or in the
Tenant Work Letter, if applicable), during the Lease Term renovate, improve,
alter, or modify (collectively, the "Renovations") the Building
and/or Real Property, including without limitation the Parking Facilities,
Common Areas, Systems and Equipment, roof, and structural portions of the same,
so long as such Renovations do not materially interfere with Tenant's use of the
Premises for the permitted use described in Section 5.1 above or materially
increase Operating Expenses.  So long as such Renovations do not
materially interfere with Tenant's use of the Premises for the permitted use
described in Section 5.1 above, Tenant hereby agrees that such Renovations and
Landlord's actions in connection with such Renovations shall in no way
constitute a constructive eviction of Tenant nor entitle Tenant to any abatement
of Rent.  So long as such Renovations do not materially interfere with
Tenant's use of the Premises for the permitted use described in Section 5.1
above, Landlord shall have no responsibility or for any reason be liable to
Tenant for any direct or indirect injury to or interference with Tenant's
business arising from the Renovations, nor shall Tenant be entitled to any
compensation or damages from Landlord for loss of the use of the whole or any
part of the Premises or of Tenant's personal property or improvements resulting
from the Renovations or Landlord's actions in connection with such Renovations,
or for any inconvenience or annoyance occasioned by such Renovations or
Landlord's actions in connection with such Renovations.
  30.25           Financial
Statements.  Upon ten (10) days prior written request from
Landlord (which Landlord may make at any time during the Term but no more often
than two (2) times in any calendar year), Tenant shall deliver to Landlord a
certified current financial statement of Tenant; provided, however, Tenant shall
have no obligation to provide any such financial statements, if and for so long
as Tenant is a publicly traded company.
  (33)
 30.26           Excepted
Rights.  Landlord shall also have the right (but not the
obligation) to temporarily close the Building if Landlord reasonably determines
that there is an imminent danger of significant damage to the Building or of
personal injury to Landlord’s employees or the occupants of the
Building.  The circumstances under which Landlord may temporarily
close the Building shall include, without limitation, electrical interruptions,
hurricanes, terrorist activities and civil disturbances.  A closure of
the Building under such circumstances shall not constitute a constructive
eviction nor entitle Tenant to an abatement or reduction of rent payable
hereunder.
  30.27           Interpretation of Lease
Terms.  Each provision of this Lease shall be valid and
enforceable to the fullest extent permitted by law.  If any provision
of this Lease or the application of such provision to any person or circumstance
shall, to any extent, be invalid or unenforceable, the remainder of this Lease,
or the application of such provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected by
such invalidity or unenforceability, unless such provision or such application
of such provision is essential to this Lease.
  30.28           Counterparts.  This
Lease may be executed in counterparts, each of which shall be deemed an original
and all of which together shall constitute one document.
  30.29           OFAC
Compliance.  For purposes of this Section 30.29, the term
"Affiliated Parties"
shall mean Tenant, all persons and entities owning (directly or indirectly) an
ownership interest in Tenant, and any and all subsidiaries, predecessors, agents
and affiliates thereof.  "Blocked Parties" mean any
person or entity (A) that is itself or an Affiliated Party of an entity
listed in the Annex to, or is otherwise subject to the provisions of, the
September 24, 2001 Executive Order Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism
("Executive Order"),
(B) with whom a party is prohibited from dealing or otherwise engaging in
any transaction by any Patriot Act Related Law (as defined below), (C) who
commits, threatens or conspires to commit or support "terrorism" as defined in
the Executive Order, (D) that is named as a "specially designated national
and blocked person" on the most current list published by the U.S. Department of
the Treasury, Office of Foreign Assets Control at its official website,
http://www.ustreas.gov/offices/enforcement/ofac/ or at any replacement website
or other replacement official publication of such list.  The "Patriot Act Related Laws" are
defined as any regulations of the Office of Foreign Asset Control ("OFAC") of the Department of
the Treasury (including, but not limited to, OFAC's Specially Designated and
Blocked Persons list) or any statute or executive order (including, but not
limited to, the Executive Order) designed to limit commercial transactions with
designated countries or individuals believed to be terrorists, narcotic dealers
or otherwise engaged in activities contrary to the interests of the U.S.,
including, without limitation Title III of the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (Public Law 107-56), and the International Money
Laundering Abatement and Financial Anti-Terrorism Act of 2001, as the same may
be amended from time to time, and any other governmental law, rule or regulation
implementing such laws or purposes.  Tenant hereby represents and
warrants that Tenant and all Affiliated Parties (i) have never been a
Blocked Party, and (ii) have been and are currently in full compliance with
all Patriot Act Related Laws.  Tenant covenants that neither Tenant
nor any of its Affiliated Parties will do any of the following: (i) conduct any
business or engage in any transaction or deal with any Blocked Person, including
the making or receiving of any contribution of funds, goods or services to or
for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any
transaction relating to, any property or interests in property blocked pursuant
to the Executive Order, or (iii) engage in or conspire to engage in any
transaction that evades or avoids, or has the purpose of evading or avoiding, or
attempts to violate any of the prohibitions set forth in any Patriot Act Related
Law.
  30.30           Authority.  Upon
request from Landlord, Tenant shall provide Landlord with reasonable evidence
that each person signing this Lease on behalf of Tenant is authorized to do so
on behalf of Tenant.
  (34)
 30.31           DTPA Waiver.TENANT ACKNOWLEDGES THAT IF ANY DTPA
IS APPLICABLE TO THIS LEASE, THEN TENANT, AFTER CONSULTATION WITH ATTORNEYS OF
ITS OWN SELECTION, HEREBY VOLUNTARILY WAIVES AND RELEASES ALL OF ITS RIGHTS AND
REMEDIES UNDER ANY DTPA THAT MAY BE APPLICABLE TO THE TRANSACTIONS CONTEMPLATED
BY THIS LEASE.  THE TERM "DTPA" MEANS THE TEXAS DECEPTIVE TRADE
PRACTICES – CONSUMER PROTECTION ACT, SUBCHAPTER E OF CHAPTER 17, SECTION 17.41,ET
SEQ., OF THE TEXAS
BUSINESS AND COMMERCE CODE, AS AMENDED, OR ANY SIMILAR STATE STATUTE RELATING TO
THE PROTECTION OF CONSUMERS.
  31.           METHOD
OF CALCULATION
  Tenant is
knowledgeable and experienced in commercial transactions and does hereby
acknowledge and agree that the provisions of this Lease for determining charges
and amounts payable by Tenant are commercially reasonable and valid and
constitute satisfactory methods for determining such charges and amounts as
required by Section 93.012 (assessment of charges) of the Texas Property Code,
as enacted by House Bill 2186, 77th
Legislature.  Tenant
further voluntarily and knowingly waives (to the fullest extent permitted by
applicable Law) all rights and benefits of Tenant under such section, as it now
exists or as it may be hereafter amended or succeeded.
  
  [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
  (35)
 IN
WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed the
day and date first above written.
  LANDLORD:
 
 
 EQUASTONE
KIRKWOOD, LP
 a
Delaware limited partnership
 
 By:
Equastone Kirkwood GP, LLC
 Delaware
limited liability company
 Its:
General Partner
 
 By: /s/ Todd
Parker
 Name:
Todd Parker
 Its:
Executive Vice President
 
 
 TENANT:
 
 INX
INC.,
 a
Delaware corporation
 
 By:  /s/ Brian
Fontana
 Brian
Fontana
 Its:   Vice
President and Chief Financial Officer
 
 
 
 (36)