<PAGE>
                                                                   EXHIBIT 10.71

                       FIRST AMENDMENT TO LEASE AGREEMENT

      THIS FIRST AMENDMENT TO LEASE AGREEMENT (the "First Amendment") is made
and entered into on this the 2nd day of September, 2005, by and between
MPT WEST HOUSTON HOSPITAL, L.P., a Delaware limited partnership ("Lessor"), and
STEALTH, L.P., a Delaware limited partnership ("Lessee") as follows:

                                RECITALS:

      A. Lessor and Lessee entered into that certain Lease Agreement dated June
17, 2004 (the "Lease"), whereby the Lessor leased to Lessee certain property,
including, without limitation, the real property located in Houston, Harris
County, Texas, as described in the Lease and more particularly described on
EXHIBIT "A" attached hereto and made a part hereof by reference and
incorporation (the "Leased Real Property") (a portion of the Leased Real
Property was designated in the Lease as the "Additional Real Estate," which is
more particularly described on EXHIBIT "B" attached hereto and made a part
hereof by reference and incorporation).

      B. Record notice of the Lease was provided by a Memorandum of Lease
Agreement dated June 17, 2 004 (the "Lease Memorandum") by and between the
Lessor and Lessee, which Lease Memorandum was recorded as Instrument #X749802 on
July 7, 2004, in the Office of the County Clerk of Harris County, Texas.

      C. A Lease Confirmation Agreement, effective as of September 30, 2004, was
executed by the Lessor and Lessee whereby the parties hereto, among other
things, ratified and confirmed in the Lease in all respects.

      D. Pursuant to Section 39.12 of the Lease, Lessor granted to Lessee the
right of first offer and option to purchase the Additional Real Estate, subject
to certain conditions as set forth in the Lease.

      E. Lessor and Lessee desire to amend the Lease as herein provided,
including providing that the foregoing right of first offer and option expire
after October 31, 2010.

      NOW, THEREFORE, in consideration of mutual covenants, conditions and
agreements herein contained, the parties hereto agree that the Lease is hereby
amended as follows:

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      1. AMENDMENT.

            (1) Subparagraph (c)(ii) of Section 3.1 is hereby deleted in its
entirety.

            (2) Section 39.12 is hereby deleted in its entirety and the
following is substituted in lieu thereof:

            "Section 39.12 PURCHASE OF ADDITIONAL REAL ESTATE; RIGHT OF FIRST
OFFER.

      (a) Lessor has purchased the Additional Real Estate and the total purchase
price paid by the Lessor for the Additional Real Estate has been added to the
Total Development Costs for purposes of Section 3.1 of the Lease.

      (b) So long as Lessee is not in default hereunder and there is no default
under the Other Lease and the Tenant Leases, beyond all applicable notice and
cure periods, Lessee shall have the right and option, exercisable through
October 31, 2010, to purchase all (or a portion thereof) of the undeveloped
Additional Real Estate not used for the construction of or in connection with
the use of the Facility or the MOB Facility (the "Undeveloped Additional Real
Estate"). The purchase price for such Undeveloped Additional Real Estate shall
be the purchase price paid by the Lessor for such Additional Real Estate (pro
rated per acre) plus any amounts paid by Lessor to Lessee pursuant to this
Section 39.12 (pro rated per acre). Lessee shall notify Lessor in writing within
the foregoing option period of its intent to purchase and, if such option is
exercised, the purchase shall be closed in accordance with the provisions hereof
within ninety (90) days following the date of such notice. In the event that
Lessee fails to exercise the option or close the purchase pursuant thereto
within the applicable foregoing periods, the Lessee's rights under this Section
39.12 (b) shall be null and void.

      (c) So long as Lessee is not in default under the Lease and there is no
default under the Other Lease and the Tenant Leases, beyond all applicable
notice and cure periods, Lessee shall have a right of first offer, exercisable
through October 31, 2010, to purchase all (or a portion thereof) of the
Undeveloped Additional Real Estate in the event Lessor decides to sell the same
to a third party. Lessor shall give Lessee written notice of its intent to sell.
Lessee shall notify Lessor in writing no later than thirty (30) days after such
notice from Lessor of its intention to purchase such Undeveloped Additional Real
Estate and such notice shall specifically set forth the terms and conditions of
such proposed purchase; provided, however, that, at a minimum, the purchase
price shall not be less than the purchase price paid by Lessor for such
Undeveloped Additional Real Estate (pro rated per acre), plus any amounts paid
pursuant to this Section 39.12 (pro rated per acre). If Lessee makes an offer
acceptable to Lessor, Lessee must close such purchase within ninety (90) days
following Lessor's acceptance of Lessee's offer. In the event that Lessee fails
to notify Lessor or close the purchase pursuant thereto within the applicable
periods, the Lessee's rights under this Section 39.12 (c) shall be null and
void. In the event Lessor does not accept the offer, then Lessor may sell such
Undeveloped Additional Real Estate to any third party it chooses, provided the
price and other terms are no less favorable to Lessor than those offered by
Lessee.

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<PAGE>

      (d) In consideration of limiting the foregoing option and right of first
offer rights of Lessee hereunder, Lessor agrees that Lessor shall pay Lessee
with respect to the Additional Real Estate up to Three Million Five Hundred
Thousand and 00/100 Dollars ($3,500,000.00), which shall be disbursed to Lessee
by Lessor upon Lessee's request in increments of Five Hundred Thousand and
00/100 Dollars ($500,000.00) each. Lessor shall make such payments within five
(5) Business Days following receipt of a written request from Lessee, it being
understood and agreed that Lessor shall have no further obligation to make any
such payments after August 31, 2006.

      (e) Lessee shall not develop the Additional Real Estate unless and until
the Lessee purchases the Additional Real Estate as provided herein. Lessee
hereby grants Lessor a right of first refusal with respect to the financing of
any such development. Lessee shall provide Lessor prompt notice of its intent to
develop the Additional Real Estate and shall include the proposed terms thereof.
Lessor shall have fifteen (15) days from receipt of such notice in which to
exercise the foregoing right of first refusal. So long as Lessee is not in
default under the terms of this Lease and there is no default under the Other
Lease and/or Tenant Leases beyond all applicable cure periods, Lessor agrees
that it will not develop or sell the Additional Real Estate (except to Lessee
pursuant hereto) for a period of thirty-six (36) months after the date on which
the certificate of occupancy has been issued for the operation of a general
acute care hospital facility on the Leased Property.

      (f) At any closing pursuant to an option or right of full offer set forth
in this Section 39.12, Lessor shall, upon receipt from Lessee of the applicable
purchase price, together with full payment of any unpaid Rent due and payable
with respect to any period ending on or before the date of such closing, deliver
to Lessee an appropriate special warranty deed or other instrument of conveyance
conveying the entire interest of Lessor in and to such Undeveloped Additional
Real Estate to Lessee. Such Undeveloped Additional Real Estate shall be conveyed
in the condition in which it was in at the time of its purchase by Lessor, free
and clear of all encumbrances other than (i) those that Lessee has agreed under
the Lease to pay or discharge, (ii) those mortgages, liens, if any, which Lessee
has agreed in writing to accept and to take title subject to, (iii) any other
Encumbrances permitted to be imposed on the Additional Real Estate under the
provisions of Article XXXVII which are assumable at no cost to Lessee or to
which Lessee may take subject without cost to Lessee, and (iv) any matters
affecting the Undeveloped Additional Real Estate as of the Commencement Date.
All expenses of the conveyance, including, without limitation, the cost of title
examination or standard coverage title insurance, survey, attorneys' fees
incurred by Lessor in connection with such conveyance, transfer taxes, recording
fees and similar charges shall be paid for by Lessee. The purchase price and
such costs shall be paid in cash to Lessor on the date of closing, or as Lessor
may direct, in federal or other immediately available funds.

      (g) Notwithstanding any other provision of the Lease to the contrary,
commencing on the date that any payment under Section 39.12 (d) is made by
Lessor, the amount paid shall be added to the Total Development Costs and the
rent payable from Lessee to Lessor pursuant to Section 3.1 of the Lease shall be
increased accordingly; provided, however, that upon any purchase pursuant to
this Section 39.12, the Total Development Costs shall be decreased by an amount
equal to the purchase price paid by Lessee for the purchase of such Undeveloped
Additional Real Estate and the rent payable pursuant to Section 3.1 of the Lease
shall be reduced accordingly.

                                       3

<PAGE>

      (h) In the event Lessee exercises its option to purchase the Undeveloped
Additional Real Estate in portions, Lessee shall, at its expense, be responsible
for complying with all subdivision rules and regulations relating to the
Additional Real Estate and shall provide to Lessor prior to the closing of such
purchase an ALTA survey and a title insurance commitment/policy for the portion
of the Additional Real Estate being purchased.

      2. REPRESENTATION. Lessee represents and warrants that no consents,
approvals or notices are required to be obtained from or given to any persons in
connection with the execution of this First Amendment. Lessor represents and
warrants that no consents, approvals or notices are required to be obtained from
or given to any persons in connection with the execution of this First
Amendment. Lessee further represents and warrants that all representations and
warranties set forth in the Lease are true and correct on the date hereof and
that there are no defaults or events of default under the Lease.

      3. RATIFICATION. Except as expressly amended hereby, the Lease is hereby
confirmed and ratified in all respects by each of the parties thereto,
including, without limitation, the provisions of Article XVIII of the Lease,
which shall remain in full force and effect.

      4. MISCELLANEOUS.

      (a) Lessor and Lessee shall, promptly upon the request of either, enter
into a conforming amendment to the Lease Memorandum in form suitable for
recording under the laws of the State of Texas.

      (b) This First Amendment may be executed in separate counterparts each of
which shall be an original and all of which shall be deemed to be one and the
same instrument.

      (c) By execution hereof, the Guarantors agree that the Lease Guaranty
dated June 17, 2004 continues to apply to the Lease as hereby amended.

                      [ See Following Page for Signatures ]

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<PAGE>

      IN WITNESS WHEREOF, Lessor and Lessee have executed this First Amendment
to be effective as of the date first written above.

                                LESSOR:

                                MPT WEST HOUSTON HOSPITAL, L.P.

                                By:   MPT Operating Partnership, L.P.
                                Its:  General Partner

                                By:   /s/ Edward K. Aldag, Jr.
                                      Edward K. Aldag, Jr.
                                Its:  President and Chief Executive Officer

                                LESSEE:

                                STEALTH, L.P.

                                By:   West Houston GP, L.P.
                                Its:  General Partner
                                By:   West Houston Joint Ventures, Inc.
                                Its:  General Partner

                                By:   /s/ Tom Gallagher
                                Its:  President and CEO

                                       5
<PAGE>

                                GUARANTORS:

                                WEST HOUSTON GP, L.P.

                                By:   West Houston Joint Ventures, Inc.
                                Its:  General Partner

                                By:   /s/ Tom Gallagher
                                Its:  President and CEO

                                WEST HOUSTON JOINT VENTURES, INC.

                                By:   /s/ Tom Gallagher
                                Its:  President and CEO

                                       6
<PAGE>

                                   EXHIBIT "A"

TRACT 1:

Description of 0.7883 acre, (34,337 square feet) of land out of a called 17.188
acre tract described by deed to I-10 Westview Partnership, a Texas general
partnership recorded under Harris County Clerk's File Number T671246 and being
out of Unrestricted Reserve "A" out of Block One of TOWN AND COUNTRY COMMERCE
PARK, SECTION TWO, a subdivision as shown on the plat thereof recorded at Film
Code Number 523074 of the Harris County Map Records, located in the C. Williams
Survey, Abstract Number 834, Harris County, Texas, and more particularly
described by metes and bounds as follows:

BEGINNING at a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS"
found at the southeast corner of said Unrestricted Reserve "A", the northeast
corner of Unrestricted Reserve "B" out of Block One of said TOWN AND COUNTRY
COMMERCE PARK, SECTION TWO, and the northeast corner of a called 4.519 acre
tract described by deed to The Ring Company, recorded under Harris County
Clerk's File Number V446253, in the west line of a called 50-foot wide Fee
Strip, described by deed to Houston Lighting and Power recorded in Volume 3500,
Page 551 of the Harris County Deed Records;

THENCE, South 88 degrees 10 minutes 45 seconds West, with the south line of said
Unrestricted Reserve "A", the north line of Unrestricted Reserve "B", and the
north line of said 4.519 acre tract, a distance of 286.15 feet to a 5/8-inch
iron rod with plastic cap stamped "CARTER & BURGESS" set for corner;

THENCE, North 01 degree 49 minutes 15 seconds West, a distance of 34.86 feet to
a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" set for angle
point;

THENCE, North 46 degrees 49 minutes 15 seconds West, a distance of 13.16 feet to
a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" set for corner;

THENCE, South 43 degrees 10 minutes 45 seconds West, a distance of 62.45 feet to
a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" set in the south
line of said Unrestricted Reserve "A", the north line of said Unrestricted
Reserve "B", and the north line of said 4.519 acre tract for angle point;

THENCE, South 88 degrees 10 minutes 45 seconds West, with said common line, a
distance of 6.43 feet to a 5/8-inch iron rod with plastic cap stamped "CARTER &
BURGESS" set for angle point;

THENCE, North 46 degrees 49 minutes 15 seconds West, a distance of 45.45 feet to
a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" set for corner;

                                       7
<PAGE>

THENCE, North 43 degrees 10 minutes 45 seconds East, a distance of 67.00 feet to
a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" set for corner;

THENCE, North 46 degrees 49 minutes 15 seconds West, a distance of 18.23 feet to
a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" set for angle
point;

THENCE, North 88 degrees 10 minutes 45 seconds East, a distance of 51.96 feet to
a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" set for corner;

THENCE, North 01 degree 49 minutes 15 seconds West, a distance of 68.23 feet to
a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" set for angle
point;

THENCE, South 46 degrees 49 minutes 18 seconds East, a distance of 29.73 feet to
a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" set for corner;

THENCE, North 43 degrees 10 minutes 45 seconds East, a distance of 55.50 feet to
a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" set for corner;

THENCE, South 46 degrees 49 minutes 15 seconds East, a distance of 50.00 feet to
a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" set for corner;

THENCE, South 43 degrees 10 minutes 45 seconds West, a distance of 55.50 feet to
a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" set for corner;

THENCE, South 46 degrees 49 minutes 18 seconds East, a distance of 31.02 feet to
a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" set for angle
point;

THENCE, North 88 degrees 10 minutes 45 seconds East, a distance of 213.42 feet
to a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" set in the
east line of said Unrestricted Reserve "A" and the west line of said 50-foot
wide Fee Strip for corner;

THENCE, South 01 degree 49 minutes 15 seconds East, with said common line, a
distance of 82.32 feet to the POINT OF BEGINNING and containing 0.7883 of one
acre, (34,337 square feet) of land.

All bearings are based on found monumentation of the plat of TOWN AND COUNTRY
COMMERCE PARK, SECTION TWO, a subdivision as shown on the plat thereof recorded
at Film Code No. 523074 of the H.C.M.R.

This description has been prepared in conjunction with a Boundary Survey issued
by Carter & Burgess, Inc., Project Number 030171.020.

                                       8
<PAGE>

TRACT 2:

Description of 4.1224 acres, (179,576 square feet) of land out of a called 4.519
acre tract described by deed to The Ring Company, recorded under Harris County
Clerk's File Number V446253, being part of Unrestricted Reserve "B" out of Block
One of TOWN AND COUNTRY COMMERCE PARK, SECTION TWO, a subdivision as shown on
the plat thereof recorded at Film Code Number 523074 of the Harris County Map
Records, located in the C. Williams Survey, Abstract Number 834, Harris County,
Texas, and more particularly described by metes and bounds as follows:

BEGINNING at a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS"
found at the northeast corner of said 4.519 acre tract, the northeast corner of
said Unrestricted Reserve "B" and the southeast corner of Unrestricted Reserve
"A" out of Block One of said TOWN AND COUNTRY COMMERCE PARK, SECTION TWO in the
west line of a 50-foot wide Fee Strip, described by deed to Houston Lighting and
Power recorded in Volume 3500, Page 551 of the Harris County Deed Records;

THENCE, South 01 degree 49 minutes 15 seconds East, with the west line of said
50-foot wide Fee Strip the east line of said 4.519 acre tract, and the east line
of said Unrestricted Reserve "B", a distance of 73.80 feet to a railroad spike
found at the southwest corner of said 50-foot wide Fee Strip;

THENCE, North 88 degrees 43 minutes 44 seconds East, with the south line of said
50-foot wide Fee Strip, the north line of said 4.519 acre tract, and the north
line of Unrestricted Reserve "B", a distance of 50.00 feet to the southeast
corner of said 50-foot wide Fee Strip and the most easterly northeast corner of
said 4.519 acre tract, and the most easterly northeast corner of said
Unrestricted Reserve "B" in the west line of a called 12.4414 acre tract of land
described by deed to Greenbriar Holdings Houston, Ltd., a Texas limited
partnership recorded under Harris County Clerk's File Number P952969, and from
which a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" found
bears South 40 degrees 49 minutes 56 seconds West, a distance of 0.95 feet;

THENCE, South 01 degree 49 minutes 15 seconds East, with east line of said 4.519
acre tract, the east line of said Unrestricted Reserve "B", and the west line of
a said 12.4414 acre tract, a distance of 280.56 feet to a 5/8-inch iron rod with
plastic cap stamped "CARTER & BURGESS" set at the southeast corner of said 4.519
acre tract;

THENCE, South 88 degrees 10 minutes 45 seconds West, with the south line of said
4.519 acre tract, a distance of 88.56 feet to a 5/8-inch iron rod with plastic
cap stamped "CARTER & BURGESS" set in the easterly right-of-way line of the
cul-de-sac of South Westview Circle Drive (60-foot-wide right-of-way) as
dedicated by TOWN AND COUNTRY COMMERCE PARK, REPLAT NO. 1, a subdivision as
shown on the plat thereof recorded at Film Code Number 488129 of the Harris
County Map Records, at the beginning of a non-tangent curve to the left;

THENCE, southwesterly, with the northerly right-of-way line of said South
Westview Circle Drive, the

                                       9
<PAGE>

southerly line of said 4.519 acre tract, the southerly line of said Unrestricted
Reserve "B", and the arc of said non-tangent curve to the left having a radius
of 60.00 feet, a central angle of 100 degrees 23 minutes 00 seconds, a chord
bearing of South 88 degrees 41 minutes 28 seconds West, a chord distance of
92.18 feet, and an arc length of 105.12 feet to a 5/8-inch iron rod with plastic
cap stamped "CARTER & BURGESS" set at a point of reverse curvature;

THENCE, southwesterly, with said common line and the arc of a curve to the right
having a radius of 25.00 feet, a central angle of 49 degrees 40 minutes 47
seconds, a chord bearing of South 63 degrees 20 minutes 21 seconds West, a chord
distance of 21.00 feet, and an arc length of 21.68 feet to a 5/8-inch iron rod
with plastic cap stamped "CARTER & BURGESS" set for point of tangency of said
curve;

THENCE, South 88 degrees 10 minutes 45 seconds West, with said common line, a
distance of 336.34 feet to the beginning of a curve to the right and from which
a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" found bears
South 14 degrees 01 minute 50 seconds East, a distance of 0.23 feet;

THENCE, northwesterly, with the arc of said curve to the right having a radius
of 25.00 feet, a central angle of 90 degrees 00 minutes 00 seconds, a chord
bearing of North 46 degrees 49 minutes 15 seconds West, a chord distance of
35.36 feet, and an arc length of 39.27 feet to the point of tangency of said
curve in the east right-of-way line of Business Center Drive, (60-foot wide
right-of-way) as dedicated by said TOWN AND COUNTRY COMMERCE PARK, REPLAT NO. 1
and from which a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS"
found bears North 22 degrees 27 minutes 31 seconds East, a distance of 0.25
feet;

THENCE, North 01 degree 49 minutes 15 seconds West, with the east right-of-way
line of said Business Center Drive, the west line of said 4.519 acre tract, and
the west line of said Unrestricted Reserve "B", a distance of 261.06 feet to a
5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" set for corner;

THENCE, North 88 degrees 10 minutes 45 seconds East, a distance of 225.00 feet
to a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" set for
corner;

THENCE, North 01 degree 49 minutes 15 seconds West, a distance of 76.78 feet to
a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" set in the south
line of said Unrestricted Reserve "A" and the north line of said Unrestricted
Reserve "B" for corner;

THENCE, North 88 degrees 10 minutes 45 seconds East, with said common line, a
distance of 286.15 feet to the POINT OF BEGINNING and containing 4.1224 acres,
(179,576 square feet) of land.

All bearings are based on found monumentation of the plat of TOWN AND COUNTRY
COMMERCE PARK, SECTION TWO, as recorded at Film Code No. 523074 of the H.C.M.R.

                                       10
<PAGE>

This description has been prepared in conjunction with a Boundary Survey issued
by Carter & Burgess, Inc., Project Number 030171.020.

TRACT 3:

Description of 0.0692 acre, (3,013 square feet) of land out of a called 17.188
acre tract of land described by deed to I-10 Westview Partnership, a Texas
general partnership recorded under Harris County Clerk's File Number T671246,
being out of Unrestricted Reserve "B" out of Block One of TOWN AND COUNTRY
COMMERCE PARK, SECTION TWO, a subdivision as shown on the plat thereof recorded
at Film Code Number 523074 of the Harris County Map Records, located in the C.
Williams Survey, Abstract Number 834, Harris County, Texas, and more
particularly described by metes and bounds as follows:

BEGINNING at a 5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS"
found at the southeast corner of said Unrestricted Reserve "B", the northeast
corner of Unrestricted Reserve "B" out of Block Two of TOWN AND COUNTRY COMMERCE
PARK, REPLAT NO. 1, a subdivision as shown on the plat thereof recorded at Film
Code Number 488129, the west line of a called 12.4414 acre tract, described by
deed to Greenbriar Holdings Houston, Ltd., a Texas limited partnership recorded
under Harris County Clerk's File Number P952969;

THENCE, South 88 degree 10 minutes 45 seconds West, with north line of
Unrestricted Reserve "B" out of said Block Two and the south line of
Unrestricted Reserve "B" out of said Block One, a distance of 75.00 feet to a
5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" set in the east
side of a cul-de-sac of South Westview Circle Drive (60-foot-wide right-of-way)
dedicated to the public by said TOWN AND COUNTRY COMMERCE PARK, REPLAT NO. 1 and
for the beginning of a non-tangent curve to the left;

THENCE, northwesterly, with the east line of said cul-de-sac, west line of
Unrestricted Reserve "B" out of said Block One and the arc of said non-tangent
curve to the left having a radius of 60.00 feet, a central angle of 39 degrees
17 minutes 47 seconds, a chord bearing of North 21 degrees 28 minutes 09 seconds
West, a chord distance of 40.35 feet, and an arc length of 41.15 feet to a
5/8-inch iron rod with plastic cap stamped "CARTER & BURGESS" set at a southerly
corner of a called 4.519 acre tract described by deed to The Ring Company
recorded under Harris County Clerk's File Number V446253;

THENCE, North 88 degrees 10 minutes 45 seconds East, with the south line of said
4.519 acre tract, a distance of 88.56 feet to a 5/8-inch iron rod with plastic
cap stamped "CARTER & BURGESS" set at the southeast corner of said 4.519 acre
tract in the west line of said 12.4414 acre tract and the east line of
Unrestricted Reserve "B" out of said Block One;

THENCE, South 01 degree 49 minutes 15 seconds East, with east line of
Unrestricted Reserve "B" out of said Block One and the west line of said 12.4414
acre tract, a distance of 38.00 feet to the POINT OF

                                       11
<PAGE>

BEGINNING and containing 0.0692 of one acre, (3,013 square feet) of land.

All bearings are based on found monumentation of the plat of TOWN AND COUNTRY
COMMERCE PARK, SECTION TWO, a subdivision as shown on the plat thereof recorded
at Film Code No. 523074 of the H.C.M.R.

This description has been prepared in conjunction with a Boundary Survey issued
by Carter & Burgess, Inc., Project Number 030171.020.

TRACT 4

Unrestricted Reserve "B", in Block Two (2), of Town and Country Commerce Park,
Section Two, Replat No. One, a subdivision according to the map or plat thereof
recorded under Film Code No. 551006, Map Records, Harris County, Texas.

TRACT 5

Reserve "A", in Block One (1), of Town and Country Commerce Park, Replat No. 1,
a subdivision according to the map or plat thereof recorded under Film Code No.
488129, Map Records, Harris County, Texas.

                                       12
<PAGE>

                                   EXHIBIT "B"

TRACT 4

Unrestricted Reserve "B", in Block Two (2), of Town and Country Commerce Park,
Section Two, Replat No. One, a subdivision according to the map or plat thereof
recorded under Film Code No. 551006, Map Records, Harris County, Texas.

TRACT 5

Reserve "A", in Block One (1), of Town and Country Commerce Park, Replat No. 1,
a subdivision according to the map or plat thereof recorded under Film Code No.
488129, Map Records, Harris County, Texas.

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