Exhibit 10.13


     

    Exhibit
      10.13

    

      LEASE

      


      


      LEASE
        (this “Lease”) made as of the 19th
        day of
        August, 2005 (the “Date of this Lease” or “Date of the Lease”) by and between
        Dirk D. Laukien (“Landlord”), and PharmaFrontiers
        Corporation,
        a Texas
        corporation (“Tenant”). In consideration of the mutual covenants and conditions
        set forth below, Landlord and Tenant hereby agree as follows.

       

      ARTICLE
        I

      Basic
        Data, Definitions, Exhibits

       

      1.1  Basic
        Data.
        Each
        reference in this Lease to any of the following subjects shall be construed
        to
        incorporate the data stated for that subject in this
        Section 1.1.

       

      
        	
                Landlord’s
                  Address:

              	
                2700
                  North Crescent Ridge Drive

              
	 	
                The
                  Woodlands, Texas 77381

              
	 	 
	
                with
                  a copy in like manner to:

              	
                Nixon
                  Peabody LLP

                100
                  Summer Street

                
                  Boston,
                    MA 02110 
                    Attention:
                      Kevin P. Joyce, Esquire

                  

                

              
	 	
              
	
                Tenant’s
                  Address:

              	
                2635
                  North Crescent Ridge Drive, The Woodlands, Texas 77381 

              
	 	 
	
                Land:

              	
                The
                  land located at 2635 North Crescent Ridge Drive, 
The Woodlands, Texas
                  77381, 
which is further described in Exhibit A attached hereto.
                  

              
	 	 
	
                Building:

              	
                The
                  building(s) presently located on the Land, 
as shown on Exhibit B
                  attached hereto.

              
	 	 
	
                Premises:

              	
                The
                  Land, the Building and the driveways, 
parking areas, loading
                  facilities, walkways, utility lines and 
other improvements located on
                  the Land. 

              
	 	 
	
                Term
                  Commencement Date:

              	
                October
                  1, 2005.

              
	 	 
	
                Expiration
                  Date:    th

                 

              	
                The
                  day prior to the tenth (10th)
                  anniversary of the Term Commencement Date.

                 

              
	 	 
	
                Term:

              	
                The
                  period beginning on the Term 
Commencement Date and ending on
                  the
Expiration Date.

              
	 	 
	
                Option
                  to Extend:

              	
                The
                  Term may be extended for 2 period(s) of Five (5) years each 
provided
                  that Tenant gives prior written to Landlord on 
or before the date that
                  is 9 months prior to the end of the then Term.

              
	 	 
	
                Base
                  Rent:

              	
                During
                  the first Lease Year, $59,535 per Lease Year. 
During the second
                  through tenth Lease Years, 
the annual amount of Base Rent is set
                  
forth in Exhibit C, attached hereto. Base Rent for any 
extension
                  term(s) shall be set in accordance with Section 3.1.3
                  below.

              
	 	 
	
                Permitted
                  Uses:

                 

              	
                [Tenant
                  to provide, subject to Landlord review]

              
	
                Commercial
                  General Liability Insurance Limits:

              	
                $5,000,000.00
                  combined single limit.

              
	 	
                 

              


      

       

      1.2  Further
        Definitions.
        In
        addition to terms set forth above, the following terms shall be defined as
        indicated.

       

      1.2.1  Additional
        Parking.
        “Additional Parking” shall mean the approximately 20 additional parking spaces
        Landlord shall build on the Property no later than December 2, 2006, as more
        fully described in exhibit D attached hereto.

       

      1.2.2  Additional
        Rent.
        “Additional Rent” shall mean all Real Estate Taxes, personal property taxes,
        insurance premiums and utility charges to be paid by Tenant pursuant to
        Section 3.2, all interest to be paid by Tenant on late payments of rent and
        late charges pursuant to Section 3.3, and all other charges to be paid by
        Tenant and designated as Additional Rent by any other of the terms and
        conditions of this Lease.

       

      1.2.3  Alterations
        and Improvements.
        “Alterations and Improvements” shall mean any alterations, modifications,
        installations, additions and improvements to the Premises but shall not include
        the Additional Parking.

       

      1.2.4  Applicable
        Laws.
        “Applicable Laws” shall mean all laws, codes, statutes, ordinances, by-laws,
        regulations, rules, licenses, permits, variances, governmental orders,
        governmental approvals, title restrictions and requirements of any board
        of fire
        underwriters, insurance rating organization and other insurance requirements
        applicable to any given facts, things, circumstances or events.

       

      1.2.5  Event
        of Default.
“Event
        of Default” shall refer to a default by Tenant under this Lease as enumerated
        and described in Section 11.1, and shall have the specific meaning set forth
        in
        Section 11.1.

       

      
        
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      1.2.6  Hazardous
        Substances.
        “Hazardous Substances” shall mean any substances, materials or wastes defined or
        regulated as hazardous or toxic by the federal Comprehensive Environmental
        Response, Comprehensive and Liability Act, 42 U.S.C. §9601 et.
        seq.,
        the
        federal Resource, Conservation and Recovery Act, 42 U.S.C. §6901 et. seq.,
        the
        federal Hazardous Materials Transportation Act, 49 U.S.C. §1802 et. seq.,
        the
        federal Toxic Substances Act, 15 U.S.C. §2601 et. seq.,
        the
        regulations adopted and publications promulgated pursuant to said Acts, and
        any
        other Applicable Laws, and shall specifically include, without limitation,
        oil,
        petroleum products, asbestos, urea formaldehyde insulation, materials containing
        lead, radon, and flammable, combustible and explosive substances.

       

      1.2.7  Indemnified
        Parties.
        “Indemnified Parties” shall have the meaning set forth in
        Section 7.1.

       

      1.2.8  Late
        Payment/Default Interest Rate.
        "Late
        Payment/Default Interest Rate" shall mean the prime rate of interest published
        from time to time in the Wall
        Street Journal
        (or if
        such newspaper ceases publication or ceases publishing such rate, as published
        from time to time in a reasonably comparable publication), plus 1% per annum,
        but in no event more, when taken together with any other charges due from
        Tenant
        in connection therewith, than the maximum rate of interest allowed by Applicable
        Laws.

       

      1.2.9  Lease
        Year.
“Lease
        Year” shall mean each twelve month period during the Term commencing on the Term
        Commencement Date and on each anniversary of the Term Commencement
        Date.

       

      1.2.10  Mortgage.
        “Mortgage” shall mean any mortgage, deed of trust or other similar instrument
        evidencing a voluntary lien or encumbrance on the Premises and all
        modifications, amendments, extensions, renewals, replacements, substitutes
        and
        consolidations thereto.

       

      1.2.11  Mortgagee.
        “Mortgagee” shall mean the holder of any Mortgage.

       

      1.2.12  Necessary
        Permits.
        “Necessary Permits” shall mean all licenses, permits, approvals and variances
        necessary under all Applicable Laws to conduct a subject activity.

       

      1.2.13  Parties
        for Which Landlord Is Responsible.
        "Parties
        for Which Landlord Is Responsible" shall mean Landlord's employees, servants,
        agents, contractors and invitees and any other parties claiming or occupying
        by,
        through or under Landlord or for which Landlord is otherwise legally
        responsible.

       

      1.2.14  Parties
        for Which Tenant Is Responsible.
        "Parties
        for Which Tenant Is Responsible" shall mean Tenant's employees, servants,
        agents, contractors, assignees, subtenants, licensees, concessionaires, invitees
        and any other parties claiming or occupying by, through or under Tenant or
        for
        which Tenant is otherwise legally responsible.

       

      1.2.15  Party;
        Parties.
        "Party"
        shall mean either Landlord or Tenant generally. "Parties" shall mean both
        Landlord and Tenant together.

       

      
        
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      1.2.16  Permitted
        Assignments and Subleasings to Tenant Affiliates or Tenant
        Successors.
        “Permitted Assignments and Subleasings to Tenant Affiliates or Tenant
        Successors” shall have the meaning set forth in Section 6.2.

       

      1.2.17  Permitted
        Hazardous Substances.
        “Permitted Hazardous Substances” shall mean the Hazardous Substances ordinarily
        necessary in the conduct of Tenant’s business on the Premises pursuant to the
        Permitted Uses, as set forth on Exhibit E attached hereto. Tenant may bring
        and
        use Permitted Hazardous Substances on the Premises, but only subject to and
        in
        strict compliance with the requirements, restrictions and conditions set
        forth
        in Section 4.7.

       

      1.2.18  Premises
        Conditions.
        "Premises Conditions" shall mean (a) title to the Premises, (b) the physical
        condition of the Premises, (c) what access, easements and utilities are
        available to the Premises, (d) the Applicable Laws with respect to the Premises,
        and whether or not the Premises comply therewith, (e) the presence or absence
        of
        any Hazardous Substances or other pollutants in, on, or about the Premises,
        (f)
        any other environmental conditions, issues or problems with respect to the
        Premises, (g) the suitability of the Premises for the Permitted Uses, (h)
        the
        feasibility of any subject Alterations and Improvements with respect to the
        Premises, (i) the likelihood of obtaining any Necessary Permits, and (j)
        any
        other relevant conditions, facts, things or circumstances with respect to
        the
        Premises.

       

      1.2.19  Rent.
“Rent”
        shall mean Base Rent, Additional Rent and any other sums or charges required
        to
        be paid by Tenant to Landlord under this Lease.

       

      1.2.20  Real
        Estate Taxes.
“Real
        Estate Taxes” shall mean (a) all taxes, assessments (special or otherwise),
        levies, fees, water and sewer rents and charges, and all other government
        levies
        and charges, general and special, ordinary and extraordinary, foreseen and
        unforeseen, which area, at any time prior to or during the Term hereof, imposed
        or levied upon or assessed against the Premises, the Base Rent, Additional
        Rent,
        any other charges payable by Tenant hereunder, this Lease or the leasehold
        estate created hereby, or which arise with respect to the operation, possession
        or use of the Premises, (b) all gross receipts and similar taxes imposed or
        levied upon, assessed against or measured by any Base Rent, Additional Rent
        or
        other charges payable by Tenant hereunder, (c) all sales, value added, use
        and similar taxes at any time levied, assessed or payable on account of the
        acquisition, leasing or use of the Premises, and (d) all charges for
        utilities furnished to the Premises which may become a lien on the
        Premises.

       

      1.2.21  Real
        Estate Tax Fund Payments.
“Real
        Estate Tax Fund Payments” and “Tax Fund Payments” shall mean payments which
        Landlord may require Tenant to make to Landlord pursuant to Section 3.2.2
        in order to provide a fund adequate to pay all Real Estate Taxes with respect
        to
        the Premises when they become due and payable.

       

      1.2.22  Tenant
        Affiliate.
“Tenant
        Affiliate” shall mean any corporation, person or group of persons, partnership,
        trust or other entity (a) at least 51% of the outstanding stock, membership
        interest, partnership interest or beneficial interest of which is owned by
        Tenant, (b) which owns at least 51% of the outstanding stock, membership
        interest, partnership interest or beneficial interest of Tenant, (c) at
        least 51% of the outstanding stock, membership interest, partnership interest
        or
        beneficial interest of which is owned by a third corporation, corporation,
        partnership, trust or other entity which also owns at least 51% of the
        outstanding stock, membership interest, partnership interest or beneficial
        interest of Tenant or (d) at least 51% of the outstanding stock, membership
        interest, partnership interest or beneficial interest of which is owned
        collectively by stockholders, members, partners or beneficiaries who also
        own
        collectively at least 51% of the outstanding stock, membership interest,
        partnership interest or beneficial interest of Tenant. 

       

      
        
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      1.2.23  Tenant
        Successor.
“Tenant
        Successor” shall mean any corporation, person or group of persons, partnership,
        trust or other entity which is the successor to Tenant by merger, consolidation,
        non-bankruptcy reorganization or acquisition of substantially all the assets
        or
        stock of Tenant.

       

      1.2.24  Tenant’s
        Broker.
        “Tenant’s Broker” shall mean Colliers International.

       

      1.3  Exhibits.
        The
        Exhibits listed below in this Section 1.3 are incorporated in this Lease
        by
        reference and are to be construed as a part hereof:

       

      EXHIBIT
        A Legal
        Description of the Land 

       

      EXHIBIT
        B Plan
        of
        Land

       

      EXHIBIT
        C Rent
        Schedule

       

      EXHIBIT
        D Landlord
        Work

       

      EXHIBIT
        E Permitted
        Hazardous Waste

       

      ARTICLE
        II

      Premises
        and Term

       

      2.1  Premises.
        Landlord
        hereby leases and demises the Premises to Tenant, and Tenant hereby leases
        the
        Premises from Landlord, subject to and with the benefit of the terms, covenants,
        conditions and provisions of this Lease.

       

      2.2  Term.
        TO HAVE
        AND TO HOLD for the Term, beginning on the Term Commencement Date and ending
        on
        the Expiration Date. Tenant is hereby granted two options to extend the Term
        of
        this Lease for two (2) consecutive periods of five (5) years each, upon the
        same
        terms, covenants and conditions applicable during the initial term, except
        the
        Base Rent shall be adjusted as set forth in Section 3.2. Provided that an
“event
        of default” (as defined herein) is not then continuing, Tenant shall be
        permitted to exercise its options to extend this Lease by giving written
        notice
        to Landlord no less than nine (9) months prior to the end of the initial
        term or
        first renewal term, as the case may be

       

      2.3  Premises
        Leased “As Is”.
        Landlord
        has no knowledge of any material default or defect in the Premises Conditions
        and makes no representations or warranties whatsoever with respect to the
        Premises or any Premises Conditions. Landlord leases the Premises to Tenant
“as
        is, where is and with all faults”. Tenant acknowledges that it has had full,
        adequate and complete opportunity to inspect, investigate, examine and test
        all
        Premises Conditions and that it is fully and completely satisfied therewith.
        Landlord shall not have any obligation whatsoever to repair or remediate
        any
        Premises Conditions, nor shall Landlord have any liability to Tenant with
        respect thereto except repairs required by section 4.3 hereof. Landlord further
        shall not be obligated to make any repairs, to construct any Alterations
        and
        Improvements or to perform any other work to prepare the Premises for Tenant’s
        occupancy, with the exception of the Additional Parking. Notwithstanding
        anything to the contrary herein contained, Landlord is responsible for and
        shall
        keep in good order and condition the roof, slab, foundations, structural
        elements, exterior walls, roofs and chimneys and herein warrants that all
        such
        items are in good condition fit for the purposes of this Lease.

       

      
        
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      2.4  Delivery.
        Landlord
        shall deliver the Premises to Tenant on the Term Commencement Date free and
        clear of all other tenants and occupants, in substantially the same condition
        as
        they are in on the Date of this Lease, except for reasonable wear and tear
        and
        any modifications made or damage caused by Tenant.

       

      ARTICLE
        III

      Base
        Rent and Additional Rent

       

      3.1  Base
        Rent.
        Tenant
        covenants and agrees to pay the Base Rent to Landlord throughout the Term
        without offset, deduction or counterclaim, unless provided for in section
        4.2.1,
        at Landlord’s Address or at such other place or to such other person or entity
        as Landlord may direct by notice to Tenant from time to time, in the annual
        amount for each Lease Year specified below in monthly installments equal
        to 1/12
        of such annual amount, by the tenth day of each calendar month during the
        Term,
        and for any partial month at the beginning or the end of the Term, the pro-rata
        portion of such monthly amount allocable thereto.

       

      3.1.1  First
        Lease Year.
        During
        the first Lease Year, the Base Rent shall be $59,535.50 per Lease
        Year.

       

      3.1.2  Second
        Through Tenth Lease Years.
        During
        each of the second through third Lease Years, inclusive, the annual Base
        Rent
        shall be the amount set forth in the Rent Schedule set forth in Exhibit
        C,
        attached hereto. 

       

      3.1.3  Option
        Period Rent.During
        the
        Option Period(s), the annual Base Rent shall be “Fair Market Rental Value”
(“FMRV”). FMRV shall be reasonably determined by Landlord and Tenant to be the
        annual rental charge as of the termination date of the Term for new leases
        then
        being negotiated or executed for comparable space in The Woodlands, Texas
        for
        terms commencing on or about the date of termination and ending as of the
        expiration of what would have been the Term (including Extended Terms). In
        determining FMRV, the following shall be taken into consideration: the size,
        location and condition of the applicable comparable premises, lease term,
        services provided by the landlord, rental concessions and other factors.
        Landlord and Tenant shall in good faith attempt to agree in writing on FMRV
        within 30 days after Landlord’s receipt of Tenant’s notice of extension. If
        Landlord and Tenant cannot so agree, FMRV shall be determined by impartial
        appraisers, one each to be chosen by Landlord and Tenant, and, if necessary,
        a
        third to be selected as provided below. All appraisers shall be MAI certified,
        familiar with commercial leasing and leases and rents in the area surrounding
        the Building, and shall have at least 5 years experience in making real estate
        appraisals. Landlord and Tenant shall notify each other of its selected
        appraiser within 5 days following the expiration of such 10 day period. The
        initial appraisers shall render their written appraisals of FMRV within 30
        days
        after their appointment. If such appraisals are less than 5% apart, then
        FMRV
        shall be deemed to be the average of the 2 appraisals. Otherwise, the initial
        appraisers shall promptly select a third appraiser who shall submit its
        appraisal to Landlord and Tenant within 21 days after its appointment. The
        appraisal falling between the other two appraisals (that is, the arithmetic
        median of the 3 appraisals) shall be binding upon Landlord and Tenant. The
        cost
        of each of the initial appraisers shall be paid by the party selecting such
        appraiser and the cost of the third appraiser shall be shared equally between
        Landlord and Tenant. 

       

      
        
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      3.2  Additional
        Rent.
        This
        Lease is a NET LEASE, and Landlord shall not be obligated to pay any charge
        or
        bear any expense whatsoever against or with respect to the Premises, nor
        shall
        the rent payable hereunder be subject to any offset, deduction or counterclaim
        whatsoever on account of any such charge or otherwise, except only as
        specifically provided in this Lease to the contrary. In order that the Base
        Rent
        shall be absolutely net to Landlord, Tenant covenants and agrees to pay as
        Additional Rent, without offset, reduction or counterclaim, except as set
        forth
        in section 4.2.1, Real Estate Taxes, insurance costs and utility charges
        with
        respect to the Premises as follows:

       

      3.2.1  Real
        Estate Taxes.
        Tenant
        shall pay all Real Estate Taxes assessed, levied or imposed on or with respect
        to the Premises during or with respect to the Term. For each tax or assessment
        period, or installment period thereof, wholly included in the Term, Tenant
        shall
        pay such Real Estate Taxes directly to the authority or authorities charged
        with
        the collection thereto not less than ten days prior to the last date on which
        the same may be paid without interest or penalty. For any fraction of a tax
        or
        assessment period, or installment period thereof, included in the Term at
        the
        beginning or end thereof, Tenant shall pay to Landlord, within ten days after
        receipt of an invoice therefor, the fraction of the Real Estate Taxes so
        levied
        or assessed or becoming payable which is allocable to such included period.
        Tenant shall promptly after payment thereof furnish Landlord proof of payment
        of
        all items which Tenant is required to pay pursuant to this
        Section 3.2.1.

       

      Tenant
        may, at its election, but shall not be obligated to, initiate and prosecute
        an
        action or proceeding for abatement or reduction of any Real Estate Taxes.
        Landlord shall reasonably cooperate with Tenant in seeking such abatement
        or
        reduction. Any abatement received shall be paid and distributed first to
        Landlord in the amount of the reasonable costs and expenses expended by Landlord
        to obtain such abatement, and the remainder to each Party in the proportion
        that
        it paid the Real Estate Taxes which were abated.

       

      Nothing
        contained in this Lease shall require Tenant to pay any income franchise,
        corporate, estate, inheritance, succession, capital levy or transfer tax
        of
        Landlord, unless such tax is imposed, levied or assessed in substitution
        for any Real Estate Taxes which Tenant is otherwise required to pay pursuant
        to
        this Section 3.2.1. 

       

      
        
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      3.2.2  Tax
        Fund Payments.
        If
        either (a) any Mortgagee shall ever require Real Estate Tax escrow payments
        by
        Landlord or (b) Landlord shall in its sole discretion at any time and from
        time
        to time elect, rather than have Tenant pay Real Estate Taxes directly to
        the
        applicable authorities, to do so itself and have Tenant make Tenant's payments
        for Real Estate Taxes to Landlord instead, then, upon notice from Landlord
        requiring the same, Tenant shall thereafter make monthly payments to Landlord
        equal to 1/12 of the prior fiscal year’s total Real Estate Tax (“Real Estate Tax
        Fund Payments” or “Tax Fund Payments”). If the aggregate of such Tax Fund
        Payments is not adequate to pay all such Real Estate Taxes, then Tenant shall
        pay to Landlord the amount by which such aggregate is less than the amount
        of
        all such Real Estate Taxes, such payment to be made on or before the later
        of
        (a) ten days after receipt by Tenant of notice from Landlord of such
        amount, or (b) the 30th day prior to the last day on which such Real
        Estate Taxes may be paid without interest or penalty. If Tenant shall have
        made
        the aforesaid Tax Fund Payments, then Landlord shall pay such Real Estate
        Taxes
        to the proper authority charged with the collection thereof, up to the amount
        of
        such Tax Fund Payments, and furnish Tenant, evidence of such payment. Any
        balance remaining on December 31 of any given year shall be refunded to Tenant
        by January 10 of the following year. In the event of any default under the
        terms
        of this Lease, any part or all of said reserve fund may, at the election
        of
        Landlord, be applied to any of Tenant’s obligations under this Lease. Tenant
        shall continue to make Tax Fund Payments to Landlord until Landlord at its
        election terminates the requirement for such payments. If at any time Landlord
        so terminates the requirement for Tax Fund Payments, then Tenant shall resume
        paying Real Estate Taxes directly to the applicable authorities as required
        by
        Section 3.2.1 and shall continue to do so unless and until Landlord again
        later
        directs Tenant to make Tax Fund Payments to Landlord pursuant to this Section
        3.2.2.

       

      3.2.3  Personal
        Property Taxes.
        Tenant
        shall pay all taxes assessed against Tenant’s personal property on or about the
        Premises directly to the authorities charged with the collection thereof,
        before
        or on the dates due from time to time.

       

      3.2.4  Landlord’s
        Insurance Costs.
        Tenant
        shall be responsible for all premiums and shall be responsible for procuring
        and
        maintaining for Landlord’s benefit all-risk fire and casualty insurance,
        liability insurance, rental value insurance or any Mortgagee may require
        Landlord to carry with respect to the Premises during the Term. Tenant shall
        pay
        such costs directly or, if Tenant fails to comply with the obligation hereunder,
        Tenant shall pay such costs directly to Landlord within 30 days after billing
        by
        Landlord from time to time. In the alternative, if either (a) any Mortgagee
        shall ever require insurance escrow payments by Landlord or (b) Landlord in
        its sole discretion at any time and from time to time shall so elect, then,
        upon
        notice from Landlord requiring the same, Tenant shall thereafter make monthly
        payments to Landlord in such amounts equal to 1/12 of the insurance premiums
        and
        costs due for that year (“Insurance Fund Payments”) on the same terms and
        conditions and in accordance with the same procedures as provided in Section
        3.2.2 for Real Estate Tax Fund Payments. Notwithstanding the foregoing, Landlord
        shall be responsible for all costs associated with the Additional
        Parking.

       

      3.2.5  Tenant’s
        Insurance Costs.
        Tenant
        shall further pay all premiums and other costs of the insurance which it
        is
        required to carry pursuant to Article VII directly to the applicable
        insurers before or on the dates due from time to time.

       

      
        
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      3.2.6  Utilities.
        Tenant
        shall pay directly to the proper authorities charged with the collection
        thereof
        all charges for water, sewer, gas, electricity, telephone and other utilities
        or
        services used or consumed on the Premises, whether called charge, tax,
        assessment, fee or otherwise, including, without limitation, water and sewer
        use
        charges and taxes, if any. Tenant shall pay such charges before or on the
        dates
        due from time to time. 

       

      3.3  Late
        Payment of Rent.
        If
        Tenant fails to make any payment of Rent by the date due, then Tenant shall
        pay
        Landlord interest on such payment from the date due until the date paid at
        the
        Late Payment/Default Interest Rate. In addition, Tenant shall pay Landlord
        a
        late charge for any Rent payment which is not paid within ten days after
        its due
        date equal to five percent of such payment.

       

      3.4  Cost
        of
        Tenant’s Obligations.
        Tenant
        shall bear the entire cost and expense of fulfilling and performing all of
        its
        obligations under this Lease, including, without limitation, its obligations
        to
        perform and make all necessary maintenance, repairs, replacements and
        Alterations and Improvements to the Premises, without any contributions
        whatsoever from Landlord except as set forth herein.

       

      3.5  Costs
        of Landlord’s Obligations.
        Landlord
        shall bear the entire cost and expense of fulfilling and performing all of
        its
        obligations under this Lease, including, without limitation, its obligations
        to
        perform and make all necessary maintenance, repairs, replacements to the
        roof,
        slab, foundations, structural elements, exterior walls, roofs, and chimneys
        and
        the Additional Parking to the Premises, without any contributions whatsoever
        from Tenant.

       

       

      ARTICLE
        IV

      Use

       

      4.1  Use.
        Tenant
        shall use the Premises only for the Permitted Uses and not for any other
        purpose. 

       

      4.2  Repair
        and Maintenance.
        Tenant
        shall throughout the Term keep and maintain the entire Premises, including,
        without limitation, all doors, windows, interior walls, lobbies, hallways,
        stairways, rooms, basements, lawns, grounds, landscaped areas, parking areas,
        loading areas, driveways, sidewalks, walkways, landings and entryways thereof,
        all heating, ventilating, air conditioning, hot water, plumbing, electrical,
        gas, elevator, mechanical, security and alarm fixtures, equipment, lines
        and
        systems therein and Tenant’s trade fixtures and equipment therein in good,
        clean, sanitary, safe, sound, working and tenantable condition and repair
        and in
        at least as good order, condition and repair as they are in on the Term
        Commencement Date or may be put during the Term, excepting only
        (a) reasonable wear and tear and (b) damage by fire or other casualty or
        taking by condemnation or eminent domain which shall instead be governed
        by
        Articles VIII and IX. Tenant shall promptly make all repairs and
        replacements and do all other work necessary to accomplish the foregoing.
        If
        requested by Landlord, Tenant shall secure, pay for and keep in force contracts
        with appropriate and reputable service companies providing for regular and
        proper maintenance of all heating, ventilating, air conditioning, elevator,
        alarm and security systems in the Premises, if requested, furnish copies
        of all
        such contracts to Landlord. Tenant shall remove snow and ice from all parking
        areas, loading areas, driveways, walkways, sidewalks, entryways, porches,
        landings and fire escapes on or surrounding the Premises promptly after
        accumulation. Tenant shall also make regular use of and lock any gates on
        the
        Premises after normal business hours to prevent unauthorized access the Premises
        by third-parties. Notwithstanding anything to the contrary herein contained,
        Landlord shall be responsible for repairs and replacement of the slab,
        foundations, structural elements, exterior walls, roofs, and chimneys, unless
        the need for such repair or replacement is the result of Tenant’s negligence or
        willful act.

       

      
        
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      4.2.1  Landlord’s
        Repair and Maintenance.
        Tenant
        shall provide written notice to Landlord for any repair that is or may be
        needed
        on the slab, foundation, structural elements, exterior wall, roofs, and
        chimneys. Landlord shall have ten (10) days to respond to such notice, unless
        the needed repair will interrupt the Permitted Use of the Premises, in which
        case, Landlord has seventy-two (72) hours to respond to such notice. If Landlord
        fails to perform it obligations to repair and maintain the slab, foundation,
        structural elements, exterior wall, roofs and chimneys, then Tenant may,
        at it
        sole discretion, repair the damage and deduct such cost from the Additional
        Rent
        owed to Landlord.

       

      4.3  Compliance
        with Law.
        Tenant
        shall comply, at Tenant’s cost and expense, with all recorded restrictive
        covenants encumbering the Land and all present and future laws, ordinances,
        orders, rules, regulations and requirements of all federal, state, and municipal
        governments, including all municipal and road utility districts and municipal
        utility districts, and all departments, commissions, boards and officers
        thereof, and any other body exercising similar functions, which now or hereafter
        may be applicable to the Premises, the improvements in the Premises, or to
        the
        use or manner of use of the Premises or the improvements, including but not
        limited to , all environmental laws and the Americans With Disabilities Act.
        Without limiting the generality of the foregoing, Tenant shall (a) obtain
        all Necessary Permits for the Permitted Uses and Tenant’s occupancy of the
        Premises before commencing such uses and occupancy and maintain such permits
        in
        force and effect while continuing such use and occupancy, (b) obtain all
        Necessary Permits for any Alterations and Improvements which Tenant may make
        to
        the Premises from time to time pursuant to Article V before commencing any
        such work, (c) install and maintain all safety equipment required in and on
        the Premises from time to time by all Applicable Laws and (d) make all
        repairs, replacements, installations, Alterations and Improvements required
        to
        the Premises from time to time by all Applicable Laws. Notwithstanding the
        foregoing, if Tenant should contest the applicability or validity of any
        purportedly Applicable Law in good faith and by appropriate legal proceedings,
        then Tenant may postpone compliance pending the outcome of such contest to
        the
        extent (but only to the extent) that such postponement shall not jeopardize
        the
        health and safety of any persons or property on, in or about the Premises
        or
        expose Landlord to any penalties, sanctions or liabilities.

       

      4.4  No
        Nuisance; Prohibited Uses.
        Tenant
        shall not injure, overload, deface or otherwise harm the Premises; nor overload,
        impair or interfere with the heating, ventilating, air conditioning, hot
        water,
        plumbing, electrical, gas, elevator, mechanical, security, alarm or other
        systems in the Premises; nor commit any nuisance on, in, from or about the
        Premises; nor emit or permit the emission of any objectionable noise, vibration,
        odor, smoke or vapor from the Premises; nor in any way disturb, annoy,
        inconvenience, or cause discomfort to, other abutting properties or the
        surrounding neighborhood; nor conduct or allow any illegal, illicit or immoral
        activities on the Premises; nor make, allow or suffer any waste of the Premises;
        nor make any use of the Premises which is improper, offensive or contrary
        to
        Applicable Laws or which will invalidate any of Landlord’s or Tenant’s
        insurance; nor conduct any auction, fire, “going out of business” or bankruptcy
        sales on the Premises; nor in any way impair or damage the appearance, image
        or
        reputation of the Premises. 

       

      4.5  Rubbish
        Removal, Etc.
        Tenant
        shall have all trash, refuse, and garbage removed from the Premises at frequent
        intervals by a qualified removal contractor. Tenant shall keep all trash,
        refuse
        and garbage in suitable covered and secured containers and deodorized until
        removed. In no event shall Tenant allow large amounts of trash, refuse and
        garbage to accumulate. Tenant shall take reasonable precautions to prevent
        insect, vermin and pest infestation of the Premises, and shall promptly have
        insects, vermin and pests exterminated by a qualified extermination contractor
        should any infestation occur. Tenant shall at all times maintain the Premises
        in
        a clean, safe and sanitary condition.

       

      
        
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      4.6  Safety
        and Security.
        Tenant
        shall at all times maintain safety and provide adequate security in the Premises
        and with respect to the conduct of its business therein by, without limitation,
        (a) installing, utilizing, operating and maintaining appropriate locks and
        safety, security, fire suppression and alarm systems and equipment,
        (b)  establishing appropriate and adequate safety and security
        procedures, training its employees in such procedures and causing such employees
        to follow them, and (c) if necessary, employing adequately trained security
        guards, personnel or services.

       

      4.7  Hazardous
        Materials.
        Tenant
        shall not bring, generate, store, use, install, dispose of, spill, release,
        emit
        or discharge any Hazardous Substances on, in or from the Premises, nor suffer,
        permit or allow any other Party for which Tenant Is Responsible to do so,
        except
        only for Permitted Hazardous Substances which are reasonably necessary for
        the
        conduct of Tenant’s business in accordance with the Permitted Uses. Tenant shall
        bring, generate, store, use and dispose of any such Permitted Hazardous
        Substances in strict compliance with all Applicable Laws, manufacturers’
directions and industry standards, and shall defend, indemnify and hold Landlord
        harmless with respect thereto as more particularly set forth in Section 7.1.
        Tenant shall give Landlord notice of the specific Permitted Hazardous Substance
        which Tenant uses on the Premises from time to time, the procedures which
        Tenant
        follows in the use, storage and disposal thereof and all other relevant facts
        with respect thereto. In the event that Tenant or any Parties for Which Tenant
        Is Responsible should spill, release, emit, discharge or dispose of any
        Hazardous Substances, permitted or otherwise, on, in or from the Premises.
        Tenant shall (a) immediately notify Landlord thereof, (b) promptly contain,
        remediate, remove and clean up such substances in strict compliance with
        all
        Applicable Laws and (c) defend, indemnify and hold Landlord harmless with
        respect thereto pursuant to Section 7.1 as aforesaid. Tenant shall further
        maintain environmental insurance covering its use of any Hazardous Substances
        on
        the Premises as provided in Section 7.3.7.

       

      4.8  Utilities.
        Tenant
        shall make its own arrangements for water, sewer, gas, electricity, telephone
        and all other utilities necessary to operate the Premises and to conduct
        the
        Permitted Uses therein. Landlord represents that appropriate connections
        for
        such utilities currently exist at the Premises. 

       

      
        
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      4.9  Signs.
        Tenant
        shall comply with all requirements set forth in Article V in erecting any
        signs on the Premises, including, without limitation, obtaining Landlord’s prior
        approval of the plans and specifications for any such signs. 

       

      4.10  Tenant
        Responsible for all Services, Etc.
        Except
        only for repair and restoration of the Premises after a fire or other casualty
        or taking of the Premises by condemnation or eminent domain pursuant to
        Articles VIII and IX or as otherwise specifically provided to the contrary
        in this Lease, Landlord shall not be obligated to maintain or repair the
        Premises, to provide water, sewer, gas, electricity, telephone or any other
        utilities to the Premises, to heat, air condition or ventilate the Premises,
        to
        remove trash, refuse and garbage from the Premises, to provide janitorial
        or
        security services to the Premises, to make the Premises comply with Applicable
        Laws or to provide any services, perform any functions or do any work whatsoever
        with respect to the Premises. Rather, all such services, functions and work
        shall be Tenant’s responsibility, as provided in this Article IV and the
        other provisions, terms and conditions hereof.

       

      4.11  Landlord’s
        Right to Enter.
        Tenant
        shall permit Landlord and its agents to enter the Premises during normal
        business hours with twenty four (24) hours notice (a) to examine the Premises,
        (b) to make construction inspections pursuant to Section 5.6, (c) to make
        such inspections, tests, repairs and replacements as Landlord may elect,
        without, however, any obligation to do so, (d) to repair and restore the
        Premises after a fire or other casualty or taking of the Premises by
        condemnation or eminent domain pursuant to Articles VIII and IX,
        (e) to cure any defaults by Tenant pursuant to Section 11.4, again
        without any obligation to do so, and (f) to show the Premises to prospective
        purchasers and lenders. Tenant shall further permit Landlord and its agents
        during the last year of the Term to show the Premises to prospective tenants
        and, during the last six months of the Term, to affix and maintain notices
        of
        availability in suitable places in and on the Premises. Notwithstanding the
        above, Landlord has the right to enter the Premises, at any time, without
        notice, in the event of an emergency.

       

       

      ARTICLE
        V

      Alterations
        and Improvements

       

      5.1  Construction
        by Tenant.
        Tenant
        may, from time to time during the Term, at its own cost and expense, make
        Alterations and Improvements to the Premises as necessary for the Permitted
        Uses, in compliance with the terms and conditions of this Article V.


       

      5.2  Pre-Construction
        Obligations.
        Before
        commencing construction of any Alterations and Improvements, Tenant shall
        comply
        with the following:

       

      5.2.1  Plans
        and Specifications.
        Tenant
        shall have prepared and deliver to Landlord reasonably detailed plans and
        specifications for such Alterations and Improvements prepared by registered
        professional architects and engineers and obtain Landlord’s written approval
        thereof. Such plans and specifications shall include a certification by such
        architects and engineers that such Alterations and Improvements as shown
        and
        described thereby comply with all Applicable Laws. Landlord shall approve
        or
        disapprove such plans and specifications by written notice to Tenant within
        10
        days after Tenant’s submittal of such plans and specifications. Such approval
        shall not be unreasonably withheld. If Landlord fails to give Tenant such
        notice
        within such 10 days, then Landlord shall be deemed to have approved such
        plans
        and specifications. If Landlord disapproves of such plans and specifications,
        then Landlord shall in its disapproval notice specify in reasonable detail
        the
        respects in which such plans and specifications are not satisfactory. Tenant
        shall then revise such plans and specifications to eliminate, upgrade or
        correct, as appropriate, the unsatisfactory items, and resubmit the revised
        plans and specifications to Landlord in accordance with the foregoing. Landlord
        shall subsequently approve or disapprove any revised and resubmitted plans
        and
        specifications in the same manner as is required for new plans and
        specifications. 

       

      
        
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      5.2.2  Contractor
        and Major Subcontractors.
        Tenant
        shall give Landlord written notice as to what general contractor Tenant proposes
        to hire to construct such Alterations and Improvements and of all subcontractors
        who will perform work costing more than 40% of the total construction costs
        for
        such improvements and shall obtain Landlord’s written approval of such general
        contractor and subcontractors. Such notice shall include reasonable background
        information on such general contractor and each such subcontractor, including,
        without limitation, references and lists of previous projects completed.
        Landlord shall approve, within 10 days, such general contractor unless such
        general contractor is not bondable, insurable or competent. Such approval
        shall
        not be unreasonably withheld. If Landlord fails to give Tenant such notice
        within such 10 days, then Landlord shall be deemed to have approved such
        general
        contractor. If Landlord disapproves any such general contractor, then Landlord
        shall in such notice set forth its reasons for disapproval in reasonable
        detail.

       

      5.2.3  Necessary
        Permits.
        Tenant
        shall obtain all Necessary Permits for such Alterations and Improvements
        under
        all Applicable Laws.

       

      5.2.4  Insurance.
        Tenant
        shall obtain, or cause its general contractor and subcontractors to obtain,
        as
        applicable, the insurance specified in Section 7.3.5 and provide Landlord
        with original certificates thereof and copies of such policies. Tenant shall
        maintain, or cause such contractors to maintain, said insurance throughout
        the
        course of construction.

       

      5.2.5  Bonds.
        If
        reasonably required by Landlord for any particular Alterations and Improvements
        because of the magnitude or scope thereof, Tenant shall obtain and deliver
        to
        Landlord a bond covering the construction costs for the Alterations and
        Improvements. Landlord and Tenant shall be named as dual obligees under such
        bonds. Tenant shall maintain such bonds in effect throughout the course of
        construction and until construction is fully completed. Additionally, Tenant
        agrees to remove or bond around, within thirty (30) days of notice of a lien
        placed on the Premises by a contractor or sub-contractor hired by Tenant.
        Failure by Tenant to remove or bond around such lien, within the specified
        time
        period, shall be deemed an Event of Default under Section 11.1.

       

      5.3  Construction.
        Tenant
        shall construct the Alterations and Improvements in substantial compliance
        with
        the plans and specifications approved by Landlord, the Necessary Permits
        received and all Applicable Laws. In carrying out such construction, Tenant
        shall not materially modify or deviate from the plans and specifications
        approved by Landlord without first obtaining Landlord’s approval of such
        modification or deviation in the manner described in Section 5.2.1. All work
        shall be done in a good and workmanlike manner using first class materials.
        Once
        having commenced, Tenant shall diligently and continuously construct the
        Alterations and Improvements until completed.

       

      
        
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      5.4  Safety.
        Tenant
        shall perform all work in a safe and proper manner and shall take all necessary
        precautions to prevent (a) injury to any workers, employees, tenants,
        occupants, visitors, passers-by and all other persons on, in, about and in
        the
        vicinity of the Premises and (b) damage to the Premises and all property
        in, on, about, abutting and in the vicinity of the Premises. Without limiting
        the generality of the foregoing, Tenant shall strictly comply with all
        Applicable Laws with respect to construction safety.

       

      5.5  Payment
        of Costs; Discharge of Liens.
        Tenant
        shall pay promptly when due the entire cost of constructing the Alterations
        and
        Improvements so that the Premises shall at all times be free of any liens
        for
        labor and materials. If any such lien should be recorded or should otherwise
        attach against the Premises, Tenant shall remove the same in accordance with
        Section 5.2.5.

       

      5.6  Inspections.
        Landlord
        shall have the right, but shall not be obligated, to inspect Tenant’s work from
        time to time throughout the course of construction in order to determine
        whether
        or not such work complies with the requirements of this Article V. Tenant
        shall promptly correct any non-conformities of which Landlord gives Tenant
        notice.

       

      5.7  Landlord’s
        Representatives.
        Landlord
        may hire architects, engineers, consultants and other qualified professionals
        to
        assist it in making all reviews, inspections and decisions which Landlord
        is
        required or entitled to make under this Lease. Such persons shall have the
        same
        access to the Premises as Landlord has pursuant to Sections 5.6 and 4.11
        and
        shall be entitled to read and review the same documents and materials which
        Landlord is entitled to receive and review hereunder. Landlord shall bear
        the
        cost for hiring any such architects, engineers, consultants and other qualified
        professionals.

       

      5.8  Landlord
        Not Responsible for Tenant’s Work.
        No
        approval given by Landlord or failure by Landlord to raise any objection
        pursuant this Article V or otherwise shall constitute a representation,
        warranty or acknowledgment that the element approved or not objected to is
        in
        compliance with Applicable Laws, properly designed or constructed or fit
        for its
        intended purpose, or that the person approved or not objected to is qualified
        for the given job or task. All judgments and determinations with respect
        to such
        matters shall remain the sole responsibility of Tenant. Landlord shall not
        be a
        party to any contract for construction of the Alterations and Improvements
        or
        other work by Tenant on the Premises, nor shall Landlord have any obligation
        or
        liability to any of Tenant’s contractors, subcontractors or any other party with
        respect to such construction or work, whether under any such contract or
        otherwise.

       

      5.9  Ownership.
        All
        Alterations and Improvements constructed by Tenant shall be deemed part of
        the
        Premises and shall be the property of Landlord, subject to Tenant’s rights of
        use and occupancy pursuant to this Lease, except only that Tenant’s trade
        installations, trade fixtures and equipment (as distinguished from base building
        type items) shall remain Tenant’s property. 

       

      
        
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      ARTICLE
        VI

      Assignment
        and Subletting

       

      6.1  Assignments
        and Subleasings Generally.
        Except
        for Permitted Assignments and Subleasings to Tenant Affiliates or Tenant
        Successors pursuant to Section 6.2, Tenant shall not assign, transfer, mortgage
        or pledge this Lease or grant a security interest in Tenant's rights hereunder,
        or sublease (which term shall be deemed to include the granting of concessions
        and licenses and the like) all of any part of the Premises, or suffer or
        permit
        this Lease or the leasehold interest created hereby to be assigned, transferred
        or encumbered, in whole or in part, whether voluntarily, involuntarily or
        by
        operation of law, without in each instance obtaining Landlord's written consent
        thereto, which consent shall not be unreasonably withheld or delayed provided
        that the following conditions are met: (a) Tenant shall not be in default
        hereunder at the time of such assignment or subletting after notice and the
        cure
        period provided for herein, (b) the proposed assignee or subtenant is
        (i) duly organized and validly existing under the laws of the United States
        or any state thereof, (ii) qualified to do business in the State of Texas,
        (iii) of good business reputation, (iv) creditworthy and (v) has
        the reasonable financial capability, in the case of an assignee, to perform
        Tenant’s obligations hereunder, and in the case of a subtenant, to perform
        Tenant’s obligations under the subject sublease, (c) the assignment
        instrument or subject sublease is reasonably satisfactory to Landlord in
        form
        and substance, and (d) either (i) the proposed assignee executes and
        delivers an instrument to Landlord by which such assignee attorns to Landlord,
        agrees to be bound by the terms, provisions and conditions of this Lease
        and to
        assume all of Tenant’s obligations hereunder, or (ii) the proposed
        subtenant executes and delivers an instrument to Landlord accepting such
        reasonable conditions to Landlord’s consent as Landlord shall dictate.


       

      6.2  Permitted
        Assignments and Subleasings to Tenant Affiliates and Tenant
        Successors.
        Tenant
        may from time to time assign this Lease or sublease all or any part of the
        Premises to a Tenant Affiliate or Tenant Successor without having to obtain
        Landlord’s consent, provided that (a) Tenant shall give Landlord at least
        30 days prior written notice of the subject transaction and (b) all of the
        conditions specified in Section 6.1 are met with respect to the subject
        transaction (such an assignment or subleasing, a “Permitted Assignment or
        Subleasing to a Tenant Affiliate or Tenant Successor”).

       

      6.3  Information.
        Tenant
        shall for each proposed assignment or subleasing provide Landlord with the
        (a)
        name and address of the proposed assignee or subtenant, (b) copies of all
        assignment or sublease instruments, (c) a credit report from a recognized
        service for the proposed assignee or subtenant, if available,
        (d) reasonably detailed and appropriate financial statements for the
        proposed assignee or subtenant for the last two years or so many of them
        for
        which such statements are available, and if not available, reasonable
        alternative financial information which accurately presents the financial
        condition of the proposed assignee or subtenant, and (e) any other
        information and documentation which Landlord may reasonably request. Landlord
        shall not be obligated to pass on the proposed assignment or subleasing until
        it
        has received and had reasonable time to review all such information and
        documentation.

       

      
        
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      6.4  Excess
        Sublease Rentals.
        Tenant
        shall pay to Landlord 50% of any rentals or other consideration received
        from
        any assignee or subtenant in excess of the Rent allocable to the space assigned
        or subleased.

       

      6.5  Transfer
        in Violation Void; Tenant’s Liability Continues.
        Any
        attempted assignment, transfer, mortgage, pledge, grant of security interest,
        sublease or other encumbrance, except as permitted by this Article VI,
        shall be void. Any assignment, transfer, mortgage, pledge, grant of security
        interest, sublease or other encumbrance which is so permitted shall be subject
        to, and the assignee, transferee, mortgagee, pledgee, grantee or sublessee
        thereunder shall be bound by, all of the terms, conditions and provisions
        of
        this Lease. No assignment, transfer, mortgage, grant of security interest,
        sublease or other encumbrance, whether or not approved, and no indulgence
        granted by Landlord to any assignee, sublease or occupant shall in any way
        impair Tenant’s continuing primary liability hereunder, which after an
        assignment or subletting shall be joint and several with the assignee or
        sublessee. No consent by Landlord to any particular assignment, transfer,
        mortgage, pledge, grant of a security interest, sublease or encumbrance shall
        be
        construed as a consent to any other assignment, transfer, mortgage, pledge,
        grant of a security interest, sublease or encumbrance, nor as a waiver of
        Tenant’s obligation to obtain Landlord’s consent to any other such transaction
        in any other instance or case.

       

      ARTICLE
        VII

      Indemnity
        and Insurance

       

      7.1  Indemnity.
        Tenant
        shall defend, with counsel reasonably approved by Landlord (which approval
        shall
        not be unreasonably withheld or delayed), all actions against Landlord, any
        manager, member, partner, trustee, stockholder, officer, director, employee
        or
        beneficiary of Landlord, Mortgagees and any other party having an interest
        in
        the Premises (herein, “Indemnified Parties”) with respect to, and shall pay,
        protect, indemnify and save harmless, to the extent permitted by Applicable
        Laws, all Indemnified Parties from and against, any and all liabilities,
        losses,
        damages, costs, expenses (including reasonable attorneys’ fees and expenses),
        causes of action, suits, claims, demands or judgments of any nature arising
        from
        (a) any injury to or death of any person, or damage to or loss of property,
        in, on or about the Premises or on adjoining sidewalks, streets or ways,
        or
        connected with the use, condition or occupancy of any thereof, (b) any
        breach or violation by Tenant of any of the terms, conditions or provisions
        of
        this Lease, (c) any act, omission, fault, misconduct, negligence or
        violation of Applicable Laws by Tenant or any Parties for Which Tenant Is
        Responsible, (d) any Hazardous Substances brought, generated, stored, used,
        installed, disposed of, spilled, released, emitted or discharged on, in or
        from
        the Premises, or allowed, permitted or suffered to be brought, generated,
        stored, used, installed, disposed of, spilled, released, emitted or discharged
        thereon, therein or therefrom, by Tenant or any Parties for Which Tenant
        Is
        Responsible, whether Permitted Incidental Hazardous Substances or otherwise,
        (e) any construction or other work by Tenant on or about the Premises,
        including, without limitation, construction of any Alterations and Improvements
        to the Premises pursuant to Article V, and (f) any contest initiated by
        Tenant referred to in Section 4.3; provided, however, that Tenant does not
        hereby indemnify Landlord from any liabilities, losses, damages, costs,
        expenses, causes of action, suits, claims, demands or judgments to the extent
        caused by the negligence or willful misconduct of Landlord or any Parties
        for
        Which Landlord Is Responsible. Notwithstanding the foregoing, Tenant does
        not
        indemnify Landlord for any liabilities, losses, damages, costs, expenses,
        causes
        of action, suits, claims, demands or judgment of an any nature arising from
        any
        repairs or maintenance work provided by Landlord or related to the construction
        of the Additional Parking. 

       

      
        
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      7.2  Use
        and
        Occupancy at Tenant’s Risk.
        Tenant’s
        use and occupancy of the Premises, and that of any Party for Which Tenant
        Is
        Responsible, and all Tenant’s furnishings, fixtures, equipment, Alterations and
        Improvements, materials, supplies, inventory, effects and property of every
        kind, nature and description and those of any Party for Which Tenant Is
        Responsible which during the continuance of this Lease or any occupancy of
        the
        Premises by Tenant or any Party for Which Tenant Is Responsible may be on
        the
        Premises shall be at Tenant’s and such parties’ sole risk and hazard. Landlord
        shall not be liable to Tenant or any Party for Which Tenant Is Responsible
        for
        injury to or death of any person or damage to or destruction of any property
        in,
        on or about the Premises, or for any other losses, damages, costs, expenses
        or
        liabilities whatsoever, including, without limitation, where caused by fire,
        water, explosion, collapse, the leakage or bursting of water, steam, or other
        pipes, any environmental or other condition in, on, of or about the Premises
        or
        any other event, occurrence, condition or cause, except only to the extent
        caused by the negligence, willful misconduct, acts or omissions of Landlord
        or
        any Parties for Which Landlord is Responsible. Tenant and any Party for Which
        Tenant is Responsible shall be responsible to take out and maintain adequate
        insurance to protect themselves against the aforesaid losses, damages, costs,
        expenses and liabilities showing Landlord as insured as its interest may
        appear.

       

      7.3  Insurance
        to be Carried.
        Tenant
        shall take out and maintain throughout the Term and such further time as
        Tenant
        occupies all or any part of the Premises, the following insurance with respect
        to the Premises at Tenant’s sole cost and expense:

       

      7.3.1  Property
        Insurance.
        Special
        form property insurance covering all Alterations and Improvements constructed
        by
        Tenant and Tenant’s fixtures, furnishings, equipment, materials, supplies,
        inventory, effects and personal property in the Premises, in the amount of
        the
        replacement cost thereof from time to time, with business income and extra
        expense coverage by endorsement thereto.

       

      7.3.2  Liability
        Insurance.
        Commercial general liability insurance indemnifying against all claims and
        demands for any injury to person or property which may be claimed to have
        occurred in, on or about the Premises in amounts which shall, at the beginning
        of the Term, be at least equal to the limits set forth for such insurance
        in
        Section 1.1, and, from time to time during the Term, shall be for such
        higher limits, if any, as are customarily carried in the area in which the
        Premises are located on property similar to the Premises and used for similar
        purposes, provided that Tenant shall not be obligated to so increase such
        insurance unless at least one year has elapsed since the last adjustment
        and
        then only if requested to do so by Landlord. 

       

      7.3.3  Workmen’s
        Compensation Insurance.
        Workmen’s compensation insurance with statutory limits covering all of Tenant’s
        employees working on the Premises.

       

      
        
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      7.3.4  Employer’s
        Liability Insurance.
        Employer’s liability insurance in amounts at least equal to the commercial
        general liability insurance limits set forth in Section 1.1 or such higher
        limits as may be applicable for such insurance under
        Section 7.3.2.

       

      7.3.5  Insurance
        During Construction.
        At all
        times during which Tenant undertakes any Alterations and Improvements or
        other
        construction or work on or about the Premises, (a) all-risk builder’s risk
        insurance in such amount necessary to provide full replacement coverage to
        the
        Premises as improved by such construction or work and (b) owner’s
        contingent or protective liability insurance with respect to such construction
        in amounts at least equal to the commercial general liability insurance limits
        set forth in Section 1.1 or such higher limits as may be applicable under
        Section 7.3.2. Tenant shall further cause its contractors and
        subcontractors for any such work to take out and maintain workmen’s compensation
        insurance with statutory limits covering all of their employees working on
        the
        Premises or otherwise involved in such construction.

       

      7.3.6  Automobile
        Liability Insurance.
        At all
        times during which Tenant or its contractors bring or operate motor vehicles
        on,
        from or about the Premises, motor vehicle liability insurance on all of Tenant’s
        and its contractors’ motor vehicles, in amounts at least equal to the commercial
        general liability insurance limits set forth in Section 1.1 or such higher
        limits as may be applicable for such insurance under
        Section 7.3.2.

       

      7.3.7  Additional
        Insurance.
        Such
        further insurance in such amounts as Landlord or any Mortgagee may from time
        to
        time require, provided that (a) such insurance is, when required,
        customarily carried in the area in which the Premises are located on property
        similar to the Premises and used for similar purposes, and (b) such amounts
        are, when required, not higher than the amounts customarily carried in the
        area
        in which the Premises are located on property similar to the Premises and
        used
        for similar purposes.

       

      7.4  General
        Requirements.
        All
        policies required under this Article VII shall be obtained from responsible
        companies qualified to do business in the State of Texas and in good standing
        therein. All such companies must be rated A or higher by A.M. Best, or have
        a comparable rating from a comparable rating organization, and must otherwise
        be
        reasonably satisfactory to Landlord. Tenant shall be named as the insured
        and
        Landlord as an additional insured under all liability policies. Any Mortgagee
        of
        which Landlord gives Tenant notice shall also be named as an additional insured
        on such liability policies. Such policies shall have cross liability coverage
        endorsements. Liability limits may be achieved by obtaining so-called umbrella
        policies over the basic coverage. Tenant shall furnish Landlord with original
        certificates and copies of all policies prior to the beginning of the Term
        and
        of each renewal policy at least 30 days prior to the expiration of the policy
        it
        renews. Tenant shall also furnish Landlord with reasonable evidence of the
        timely payment of all premiums for such policies. Each policy under which
        the
        Landlord or any such Mortgagee is an additional insured shall be non-cancelable
        with respect to Landlord’s or such Mortgagee’s interest without at least 30
        days’ prior written notice thereto. In the event provision for any such
        insurance is to be by a blanket insurance policy, the policy shall allocate
        a
        specific amount of coverage to the Premises, which allocation shall be
        sufficient in amount to satisfy the requirements of this
        Article VII.

       

      
        
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      7.5  Non-Subrogation
        Provisions.
        All
        property damage insurance which is carried by either Party with respect to
        the
        Premises, whether or not required, shall include provisions which either
        designate the other Party as one of the insureds or deny to the insurer
        acquisition by subrogation of rights of recovery against the other Party
        to the
        extent such rights have been waived by the insured Party prior to occurrence
        of
        loss or injury, insofar as and to the extent that such provisions may be
        effective without making it impossible to obtain insurance coverage from
        responsible companies qualified to do business in the State of Texas (even
        though extra premium may result therefrom). In the event that extra premium
        is
        payable by either Party as a result of this provision, the other Party shall
        reimburse the Party paying such premium the amount of such extra premium.
        If, at
        the request of one Party, this non-subrogation provision is waived as to
        such
        Party, then the obligation of reimbursement by such Party shall cease for
        such
        period of time as such waiver shall be effective, but nothing contained in
        this
        Section 7.5 shall derogate from or otherwise affect releases elsewhere
        herein contained of either Party for claims. Each Party shall be entitled
        to
        have duplicates or certificates of any policies containing such provisions.
        Each
        Party hereby waives all rights of recovery against the other for loss or
        injury
        against which the waiving Party is protected by insurance containing said
        non-subrogation provisions, reserving, however, any rights with respect to
        any
        excess of loss or injury over the amount recovered by such
        insurance.

       

      ARTICLE
        VIII

      Casualty

       

      8.1  Right
        to Terminate.
        In the
        event that all or any portion of the Premises are damaged or destroyed by
        fire
        or other casualty and such damage or destruction exceeds twenty five percent
        (25%) of the value of the Premises, then either Party may terminate this
        Lease
        by notice to the other party within 30 days after such damage or destruction.
        In
        the event that all or any portion of the Premises are damaged or destroyed
        by
        fire or other casualty and such damage or destruction prevents Tenant’s material
        use of the Premises for thirty (30) consecutive days, then Tenant shall have
        the
        right, upon written notice to Landlord, to terminate this Lease.

       

       

      8.2  Restoration.
        If the
        Premises are damaged or destroyed by fire or other casualty and this Lease
        is
        not terminated pursuant to Section 8.1, then Landlord shall promptly and
        diligently repair and restore the Premises as nearly as practicable to their
        condition prior to such damage or destruction, and in any event to a condition
        reasonably suitable for Tenant’s use and occupancy, but subject and only to the
        extent allowed by (a) then Applicable Laws and (b) the net insurance
        proceeds available to Landlord on account of such damage or destruction after
        deducting the reasonable costs of collecting such proceeds and any amount
        retained by any Mortgagee pursuant to the terms of its Mortgage, it being
        understood and agreed that Landlord shall not be obligated to repair or restore
        if and to the extent such proceeds are not made available to it for such
        purpose
        by any Mortgagee. Rent shall be equitably abated until Landlord restores
        the
        Premises to a condition reasonably suitable for Tenant’s use and occupancy. If
        Landlord fails so to restore within 6 months after the occurrence of such
        damage
        or destruction, then, regardless of the reason for such failure (and including
        where a Mortgagee refused to make insurance proceeds available for repair
        and
        restoration), Tenant may terminate this Lease by notice to Landlord within
        30
        days after the expiration of such 6 month period. Landlord shall not be
        obligated to restore any Alterations and Improvements constructed by Tenant
        on
        the Premises. Rather, Tenant shall be responsible for repair and restoration
        of
        any such Alterations and Improvements which it has made.

       

      
        
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      ARTICLE
        IX

      Eminent
        Domain

       

      9.1  Taking
        of Entire Premises.
        In the
        event that the entire Premises are taken by condemnation or eminent domain,
        then
        this Lease shall terminate on the date when title passes to the taking
        authority, and Rent shall be pro rated and paid to such date.

       

      9.2  Partial
        Taking - Termination.
        In the
        event that only a portion of the Premises are so taken but such portion exceeds
        twenty five percent (25%) of the value thereof, then Landlord may terminate
        this
        Lease by notice to Tenant within 30 days after the date title passes to the
        taking authority, and Rent shall be pro-rated and paid to such date in the
        same
        manner as provided in Section 9.1. In the event that only a portion of the
        Premises are so taken, if such taking materially affects Tenant’s ability to use
        the Premises for the Permitted Use, Tenant shall at its discretion terminate
        this Lease immediately upon 30 days written notice. .

       

      9.3  Partial
        Taking - Restoration.
        In the
        event that only a portion of the Premises are so taken but this Lease is
        not
        terminated pursuant to Section 9.2 then Landlord shall promptly and
        diligently repair and restore the Premises or what remains thereof as nearly
        as
        practicable to their condition before such taking and in any event to a
        condition reasonably suitable for Tenant’s use and occupancy, but subject and
        only to the extent permitted by (a) then Applicable Laws and (b) the
        net takings award available to Landlord after deducting the reasonable costs
        of
        obtaining such award and any amounts retained by any Mortgagee pursuant to
        the
        terms of its Mortgage, it being understood and agreed that Landlord shall
        not be
        obligated to repair and restore if and to the extent such award is not made
        available to it for such purpose by any such Mortgagee. Rent shall be equitably
        abated until Landlord restores the Premises to a condition reasonably suitable
        for Tenant’s use and occupancy, and, in the case of a taking which permanently
        reduced the Premises, Rent shall be equitably abated for the remainder of
        the
        Term in just proportion to such permanent reduction. If Landlord fails so
        to
        restore the Premises within 6 months after the occurrence of such taking,
        then,
        regardless of the reason for such failure (and including where a Mortgagee
        refused to make the takings award or an adequate portion thereof available
        for
        repair and restoration), Tenant may terminate this Lease by notice to Landlord
        within 30 days after the expiration of such 6 month period. Landlord shall
        not be obligated to restore any Alterations and Improvements constructed
        by
        Tenant in the Premises. Rather, Tenant shall be responsible for repair and
        restoration of any such Alterations and Improvements which it has
        made.

       

      9.4  Eminent
        Domain Award.
        All
        awards, damages and compensation on account of any such taking of the Premises
        shall belong exclusively to Landlord, and Tenant hereby assigns and releases
        to
        Landlord all of Tenant’s right to any such awards, damages and compensation,
        except only that Tenant may, at its own expense, make a separate claim to
        the
        taking authority for Tenant’s personal property and relocation expenses,
        provided that Landlord’s award is not reduced thereby. Tenant shall execute and
        deliver to Landlord all instruments as may be necessary or desirable to confirm
        Tenant’s foregoing assignment and release to Landlord of all such awards,
        damages and compensation. Tenant hereby irrevocably appoints Landlord, which
        appointment is coupled with an interest, as Tenant’s attorney-in-fact to execute
        and deliver any such instruments for Tenant in Tenant’s name, place and stead,
        should Tenant fail to do so.

       

      
        
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      ARTICLE
        X

      Yield
        Up

       

      10.1  Yield
        Up.
        At the
        expiration of the Term or earlier termination of this Lease, Tenant shall
        surrender all keys to the Premises, remove all of its furnishings, fixtures,
        equipment, materials, supplies, inventory, effects and other personal property
        from the Premises, (including, without limitation, all of Tenant’s trade
        furnishings, trade fixtures and equipment), leave any Alterations and
        Improvements made by Tenant, remove all of its signs wherever located, repair
        all damage caused by any such removal and yield up the Premises (including
        all
        Alterations and Improvements) in the same good, proper, clean, sanitary,
        safe,
        sound, working and tenantable order, condition and repair in which Tenant
        is
        obliged to keep and maintain the Premises by the provisions of this Lease.
        Any
        of Tenant’s property not so removed shall be deemed abandoned and may be
        retained by Landlord or may be removed and disposed of by Landlord in such
        manner as Landlord shall determine. Tenant shall pay Landlord the entire
        cost
        and expense incurred by Landlord in effecting such removal and disposition
        and
        in making any incidental repairs and replacements to the Premises. Without
        limiting the generality of the foregoing, Tenant shall have the right upon
        the
        expiration or termination of this Lease to remove all of its trade fixtures,
        furnishings and equipment from the Premises, provided that it complies with
        all
        requirements of this Section 10.1 in doing so. 

       

      10.2  Holdover.
        For each
        day after the expiration of the Term, or the earlier termination of this
        Lease,
        and prior to Tenant’s performance of its obligation to yield up the Premises
        under this Article, Tenant shall pay to Landlord as rent an amount equal
        to 150%
        of the Base Rent computed on a daily basis, together with all Additional
        Rent
        and other charges payable with respect to each such day. Tenant shall further
        indemnify Landlord against all loss, cost and damage suffered by Landlord
        as a
        result of Tenant’s delay in surrendering the Premises as above provided. Any
        such holding over by Tenant shall be a tenancy at sufferance only.

       

      ARTICLE
        XI

      Defaults

       

      11.1  Events
        of Default.
        (a) If Tenant fails to make any payment of Base Rent, Additional Rent or
        other charges when due hereunder and does not cure such default within ten
        days
        after notice thereof from Landlord, or (b) if Tenant fails to procure or
        maintain any of the insurance required hereunder and does not cure such default
        within ten days after notice thereof from Landlord, or (c) if Tenant fails
        to perform any of its other obligations under this Lease and does not cure
        such
        default within 30 days after notice thereof from Landlord, or, if such default
        is not reasonably susceptible of cure within 30 days, if Tenant does not
        commence to cure within such 30 days and thereafter diligently and continuously
        prosecute such cure to completion, or (d) if Tenant or any present or
        future guarantor of all or any portion of Tenant’s obligations under this Lease
        (a “Guarantor”) becomes insolvent, or (e)  if the leasehold estate under
        this Lease or any substantial part of the property of Tenant or of any Guarantor
        is taken on execution, or by other process of law, or is attached or subjected
        to any other involuntary encumbrance and such property is not reconveyed
        to
        Tenant or Guarantor or such attachment or encumbrance is not dissolved within
        60
        days thereafter, or (f) if a receiver, trustee, custodian, guardian,
        liquidator or similar agent is appointed with respect to Tenant or any
        Guarantor, or if any such person or a mortgagee, secured party or other creditor
        takes possession of the Premises or of any substantial part of the property
        of
        Tenant or of any Guarantor, and, in either case, if such appointment or taking
        of possession is not terminated within 60 days after it first occurs, or
        (g) if a petition is filed by or with the consent of Tenant or of any
        Guarantor under any federal or state law concerning bankruptcy, insolvency,
        reorganization, arrangement, or relief from creditors, or (h) if a petition
        is filed against Tenant or against any Guarantor under any federal or state
        law
        concerning bankruptcy, insolvency, reorganization, arrangement, or relief
        from
        creditors, and such petition is not dismissed within 60 days thereafter, or
        (i) if Tenant or any Guarantor which is a corporation or other entity
        dissolves or is dissolved or liquidates or adopts any plan or commences any
        proceeding, the result of which is intended to include dissolution or
        liquidation (each of the foregoing an “Event of Default”), then, and in any of
        such cases, Landlord and the agents and servants of Landlord lawfully may,
        in
        addition to and not in derogation of any remedies for any preceding breach
        of
        covenant, immediately or at any time thereafter and without demand or notice
        and
        with or without process of law (forcibly, if necessary) enter into and upon
        the
        Premises or any part thereof in the name of the whole or mail a notice of
        termination addressed to Tenant, and repossess the same as of Landlord’s former
        estate and expel Tenant and those claiming through or under Tenant and remove
        its and their effects (forcibly, if necessary) without being deemed guilty
        of
        any manner of trespass and without prejudice to any remedies which might
        otherwise be used for arrears of rent or prior breach of covenant, and, upon
        such entry or mailing as aforesaid, this Lease shall terminate, Tenant hereby
        waiving all statutory rights (including, without limitation, rights of
        redemption, if any, to the extent such rights may be lawfully waived) and
        Landlord, without notice to Tenant, may store Tenant’s effects, and those of any
        person claiming through or under Tenant at the expense and risk of Tenant,
        and,
        if Landlord so elects, may sell such effects at public auction or private
        sale
        and apply the net proceeds to the payment of all sums due to Landlord from
        Tenant, if any, and pay over the balance, if any, to Tenant. Upon such
        termination, Tenant shall immediately vacate and surrender the Premises and
        deliver possession thereof to Tenant.

       

      
        
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      11.2  Remedies.
        In the
        event that this Lease is terminated under any of the provisions contained
        in
        Section 11.1 or shall be otherwise terminated for breach of any obligation
        of Tenant, Tenant covenants to pay forthwith to Landlord, as compensation,
        the
        excess of the total rent reserved for the residue of the Term over the rental
        value of the Premises for said residue. In calculating the rent reserved,
        there
        shall be included, in addition to the Base Rent and Additional Rent, the
        value
        of all other considerations agreed to be paid or performed by Tenant for
        said
        residue. Tenant further covenants as additional and cumulative obligations
        after
        any such termination to pay punctually to Landlord all the sums and to perform
        all the obligations which Tenant covenants in this Lease to pay and to perform
        in the same manner and to the same extent and at the same time as if this
        Lease
        had not been terminated. In calculating the amounts to be paid by Tenant
        pursuant to the immediately preceding sentence, Tenant shall be credited
        with
        the portion of any amount paid to Landlord as compensation as in this
        Section 11.2 provided allocable to the corresponding portion of the Term,
        and also with the net proceeds of any rent obtained by Landlord by reletting
        the
        Premises, after deducting all Landlord’s reasonable expenses in connection with
        such reletting, including, without limitation, all repossession costs, brokerage
        commissions, fees for legal services and expenses of preparing the Premises
        for
        such reletting, it being agreed by Tenant that Landlord may, but shall not
        be
        obligated to, (a) relet the Premises or any part or parts thereof, for a
        term or terms which may at Landlord’s option be equal to or less than or exceed
        the period which would otherwise have constituted the balance of the Term
        and
        may grant such concessions and free rent as Landlord in its reasonable judgment
        considers advisable or necessary to relet the same, (b) make such
        alterations, repairs and decorations in the Premises as Landlord in its
        reasonable judgment considers advisable or necessary to relet the same, and
        (c) keep the Premises vacant unless and until Landlord is able to rent the
        Premises to a tenant which is at least as desirable and financially responsible
        as Tenant is on the date of this Lease, on terms not less favorable to Landlord
        than those of this Lease. No action of Landlord in accordance with the foregoing
        or failure to relet or to collect rent under reletting shall operate or be
        construed to release or reduce Tenant’s liability as aforesaid.

       

      
        
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      In
        lieu of
        any other damages or indemnity and in lieu of full recovery by Landlord of
        all
        sums payable under all the foregoing provisions of this Section 11.2,
        Landlord may, by notice to Tenant, at any time after this Lease is terminated
        under any of the provisions contained in Section 11.1 or is otherwise
        terminated for breach of any obligation of Tenant and before such full recovery,
        elect to recover, and Tenant shall thereupon pay, as liquidated damages,
        an
        amount equal to the aggregate of the Base Rent and Additional Rent accrued
        in
        the year ended prior to such termination plus the amount of Rent of any kind
        accrued and unpaid at the time of termination and less the amount of any
        recovery by Landlord under the foregoing provisions of this Section 11.2 up
        to the time of payment of such liquidated damages.

       

      Nothing
        contained in this Lease shall, however, limit or prejudice the right of Landlord
        to prove for and obtain in proceedings under any federal or state law relating
        to bankruptcy or insolvency or reorganization or arrangement an amount equal
        to
        the maximum allowed by any statute or rule of law in effect at the time when,
        and governing the proceedings in which, the damages are to be proved, whether
        or
        not the amount be greater than the amount of the loss or damages referred
        to
        above.

       

      11.3  Remedies
        Cumulative.
        Any and
        all rights and remedies which Landlord may have under this Lease or at law
        or
        equity shall be cumulative and shall not be deemed inconsistent with each
        other,
        and any two or more of such rights and remedies may be exercised at the same
        time insofar as permitted by Applicable Laws.

       

      11.4  Landlord’s
        Right to Cure Defaults.
        Landlord
        may, but shall not be obligated to, at any time following ten days’ prior notice
        to Tenant, except in cases of emergency when no notice shall be required,
        cure
        any default by Tenant under this Lease; and whenever Landlord so elects,
        all
        costs and expenses incurred by Landlord, including reasonable attorneys’ fees in
        curing such default, shall be paid by Tenant to Landlord as Additional Rent
        on
        demand, together with interest thereon at the Late Payment/Default Rate from
        the
        date of payment by Landlord to the date of payment by Tenant.

       

      
        
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      11.5  Payment
        of Landlord’s Cost of Enforcement.
        Tenant
        shall pay on demand Landlord’s expenses, including reasonable attorneys’ fees,
        incurred in enforcing any obligation of Tenant under this Lease or in curing
        any
        default by Tenant under this Lease.

       

      11.6  Effect
        of Waivers of Default.
        Any
        consent or permission by Landlord to any act or omission which otherwise
        would
        be a breach of any covenant or condition herein, or any waiver by Landlord
        of
        the breach of any covenant or condition herein, shall not in any way be held
        or
        construed (unless expressly so declared) to operate so as to impair the
        continuing obligation of any covenant or condition herein or otherwise, except
        as to the specific instance, operate to permit similar acts or omissions.
        The
        failure of Landlord to seek redress for violation of, or to insist upon the
        strict performance of, any covenant or condition of this Lease shall not
        be
        deemed a waiver of such violation nor prevent a subsequent act, which would
        have
        originally constituted a violation, from having all the force and effect
        of an
        original violation. The receipt by Landlord of rent with knowledge of the
        breach
        of any covenant of this Lease shall not be deemed to have been a waiver of
        such
        breach by Landlord, or by Tenant, unless such waiver be in writing signed
        by the
        party to be charged. No consent or waiver, express or implied, by Landlord
        to or
        of any breach of any agreement or duty shall be construed as a waiver or
        consent
        to or of any other breach of the same or any other agreement or
        duty.

       

      11.7  No
        Accord and Satisfaction.
        No
        acceptance by Landlord of a lesser sum than the Base Rent, Additional Rent
        or
        any other charge then due shall be deemed to be other than on account of
        the
        earliest installment of such rent or charge due, unless Landlord elects by
        notice to Tenant to credit such sum against the most recent installment due,
        nor
        shall any endorsement or statement on any check or any letter accompanying
        any
        check or payment as rent or other charge be deemed a waiver, an agreement
        or an
        accord and satisfaction, and Landlord may accept such check or payment without
        prejudice to Landlord’s right to recover the balance of such installment or
        pursue any other remedy in this Lease provided.

       

      ARTICLE
        XII

      Mortgages

       

      12.1  Rights
        of Mortgagees; Limitation of Liabilities.
        Until
        the Mortgagee under any Mortgage shall enter and take possession of the Premises
        for the purposes of foreclosure, such Mortgagee shall have only such rights
        of
        Landlord as are necessary to preserve the integrity of this Lease as security.
        Upon entry and taking possession of the Premises for the purpose of foreclosure,
        such Mortgagee shall have all the rights of Landlord. Notwithstanding any
        other
        provision of this Lease to the contrary, including, without limitation,
        Section 13.4, no such Mortgagee shall be liable to perform or liable in
        damages for failure to perform, any of the obligations of Landlord unless
        and
        until such Mortgagee shall enter and take possession of the Premises for
        the
        purpose of foreclosure. Upon entry for the purpose of foreclosure, such
        Mortgagee shall be liable to perform all of the obligations of Landlord accruing
        from and after such entry, subject to and with the benefit of the provisions
        of
        Section 13.4, provided that a discontinuance of any foreclosure proceeding
        shall be deemed a conveyance under such provisions to the owner of the Premises.
        No Mortgagee shall ever be liable to perform any obligations of Landlord
        accruing before such entry. No Base Rent, Additional Rent or any other charge
        shall be paid more than ten days prior to the due dates thereof and
        payments made in violation of this provision shall (except to the extent
        that
        such payments are actually received by a Mortgagee in possession or in the
        process of foreclosing its Mortgage) be a nullity as against such Mortgagee,
        and
        Tenant shall be liable for the amount of such payments to such Mortgagee.
        The
        covenants and agreements contained in this Lease with respect to the rights,
        powers and benefit of a Mortgagee (including, without limitation, the covenants
        and agreements contained in this Section 12.1) constitute a continuing
        offer to any person, corporation or other entity, which by accepting a Mortgage
        subject to this Lease assumes the obligations herein set forth with respect
        to
        such Mortgagee; such Mortgagee is hereby constituted a party to this Lease
        as an
        obligee hereunder to the same extent as though its name were written hereon
        as
        such; and such Mortgagee shall be entitled to enforce such provisions in
        its own
        name. Tenant agrees on request of Landlord to execute and deliver from time
        to
        time any agreement which may be necessary to implement the provisions of
        this
        Section 12.1.

       

      
        
          -24-

        

        
          
          

          
            

          

        

        
          
          

        

      

      12.2  Subordination
        to Mortgages.
        This
        Lease is and shall be subject and subordinate to any present or future Mortgage
        provided that the Mortgagee agrees in writing not to terminate this Lease
        nor
        otherwise disturb Tenant’s possession of the Premises in the event of a
        foreclosure, so long as no Event of Default shall have occurred and is
        continuing.

       

      ARTICLE
        XIII

      Miscellaneous
        Provisions

       

      13.1  Notices
        from One Party to the Other.
        All
        notices required or permitted under this Lease shall be in writing and delivered
        by hand or mailed by registered or certified mail, postage prepaid and return
        receipt requested, addressed if to Tenant to Tenant’s Address designated in
        Section 1.1 or such other address as Tenant shall have last designated by
        notice in writing to Landlord and, if to Landlord, to Landlord’s Address
        designated in Section 1.1 or such other address as Landlord shall have last
        designated by notice in writing to Tenant. All notices shall be effective
        upon
        delivery to the address of the addressee (even if such addressee refuses
        delivery thereof).

       

      13.2  Quiet
        Enjoyment.
        Landlord
        agrees that, upon Tenant’s paying the rent and performing and observing the
        terms, covenants, conditions and provisions on its part to be performed and
        observed, Tenant shall and may peaceably and quietly have, hold and enjoy
        the
        Premises during the Term without any manner of hindrance or molestation from
        Landlord or anyone claiming under Landlord, subject, however, to the terms
        and
        provisions of this Lease.

       

      13.3  Lease
        not to be Recorded.
        Tenant
        agrees that it will not record this Lease. Both Parties shall, upon the request
        of either, execute and deliver a notice of this Lease in such form, if any,
        as
        may be permitted by Applicable Laws. If this Lease is terminated before the
        Expiration Date, then the Parties shall execute, deliver and record an
        instrument acknowledging such fact and the actual date of termination of
        this
        Lease, and Tenant hereby appoints Landlord its attorney-in-fact, coupled
        with an
        interest, with full power of substitution to execute such
        instrument.

       

      
        
          -25-

        

        
          
          

          
            

          

        

        
          
          

        

      

      13.4  Bind
        and Inure; Limitation of Landlord’s Liability.
        The
        obligations of this Lease shall run with the land, and this Lease shall be
        binding upon and inure to the benefit of the Parties hereto and their respective
        successors, assigns and legal representatives. No owner of the Premises shall
        be
        liable under this Lease except for breaches of Landlord’s obligations occurring
        while owner of the Premises. The obligations of Landlord shall be binding
        upon
        the assets of Landlord which comprise the Premises but not upon other assets
        of
        Landlord. No individual partner, member, trustee, stockholder, officer,
        director, manager, employee or beneficiary of Landlord shall be personally
        liable under this Lease. Tenant shall look solely to Landlord’s interest in the
        Premises in pursuit of its remedies upon Landlord’s default hereunder. The
        general assets of Landlord and of the individual partners, members, trustees,
        stockholders, officers, directors, managers, employees or beneficiaries of
        Landlord shall not be subject to levy, execution or other enforcement procedure
        for the satisfaction of the remedies of Tenant.

       

      13.5  Force
        Majeure.
        In any
        case where either Party is required to do any acts, then, except where
        specifically provided in this Lease and to the contrary, delays caused by
        or
        resulting from acts of God, war, civil commotion, fire, flood or other casualty,
        labor difficulties, shortages of labor, materials or equipment, government
        regulations, unusually severe weather, or other causes beyond such Party’s
        reasonable control shall not be counted in determining the time during which
        such acts shall be completed, whether such time be designated by a fixed
        date, a
        fixed time or a “reasonable time”, and such time shall be deemed to be extended
        by the period of such delay. 

       

      13.6  Landlord’s
        Default.
        Landlord
        shall not be deemed to be in default in the performance of any of its
        obligations hereunder unless it shall fail to perform such obligations and
        such
        failure shall continue for a period of 30 days following receipt of notice
        from Tenant or, if such default is not reasonably susceptible of cure within
        30
        days, if Landlord does not commence to cure within such 30 days and thereafter
        diligently and continuously prosecute such cure to completion 

       

      13.7  Brokerage.
        Landlord
        warrants and represents that it has had no dealings with any broker or agent
        in
        connection with this Lease. Tenant represents and warrants that it has not
        engaged the services of any real estate broker or other broker or finder
        in
        connection with this transaction except Tenant’s Broker. Tenant shall defend,
        with counsel approved by Landlord, hold harmless and indemnify Landlord from
        and
        against any and all cost, expense or liability for any compensation, commissions
        and charges claimed by Tenant’s Broker with respect to Tenant’s dealings in
        connection with this Lease or the negotiation. The terms and provisions of
        this
        Section 13.7 shall survive the termination of this Lease.

       

      13.8  Estoppel
        Certificate.
        Upon not
        less than ten days’ prior notice by Landlord, Tenant shall execute, acknowledge
        and deliver to Landlord a statement in writing, addressed to such party as
        Landlord shall designate in its notice to Tenant, certifying that this Lease
        is
        unmodified and in full force and effect and that Tenant has no defenses,
        offsets
        or counterclaims against is obligations to pay the Base Rent, Additional
        Rent
        and any other charges and to perform its other covenants under this Lease
        (or,
        if there have been any modifications that the same is in full force and effect
        as modified and stating the modifications and, if there are any defenses,
        offsets or counterclaims, setting them, forth in reasonable detail), the
        dates
        to which the Base Rent, Additional Rent and other charges have been paid
        and a
        statement that Landlord is not in default hereunder (or if in default, the
        nature of such default, in reasonable detail). Any such statement delivered
        pursuant to this Section 13.8 may be relied upon by any prospective
        purchaser or mortgagee of the Premises or any prospective assignee of any
        Mortgagee.

       

      
        
          -26-

        

        
          
          

          
            

          

        

        
          
          

        

      

      13.9  Landlord’s
        Consents.
        No
        approval or consent hereunder by Landlord, express or implied, in any one
        case
        or instance shall be deemed an approval or consent in any other case or
        instance. Notwithstanding Section 5.7, whenever Tenant requests Landlord
        to take
        any action not required of Landlord under this Lease or give any consent
        required or permitted under this Lease, Tenant shall reimburse Landlord for
        Landlord’s reasonable, out-of-pocket costs payable to third parties and incurred
        by Landlord in reviewing the proposed action or consent, including reasonable
        attorneys’, engineers’ or architects’ fees, within 30 days after Landlord’s
        delivery to Tenant of a statement of such costs. Tenant shall be obligated
        to
        make such reimbursement without regard to whether Landlord consents to any
        such
        proposed action.

       

      13.10  Furniture
        and related items.
        All case
        goods, modular office furniture and fixtures owned by Landlord and located
        in
        the Premises as of the Commencement Date will be made available for the
        exclusive use and enjoyment of Tenant during the Term and any extensions
        thereof. Landlord make no warranties or representation concerning the condition
        of the property described herein and all such use and enjoyment by Tenant
        shall
        be at Tenant’s sole risk and expense and subject to the indemnity provisions
        given by Tenant to Landlord as contained herein. 

       

      13.11  Tenant’s
        Post-Termination Obligations.
        The
        expiration or termination of this Lease shall not relieve Tenant of any of
        its
        obligations hereunder which by their terms or nature Tenant is to perform
        after
        such expiration or termination, nor of any indemnity given by Tenant hereunder,
        all of which shall continue and remain in full force and effect for as long
        as
        allowed by Applicable Laws.

       

      13.12  Applicable
        Law.
        This
        Lease shall be governed by and construed in accordance with the laws of the
        State of Texas. If any term, covenant, condition or provision of this Lease
        or
        the application thereof to any person or circumstances shall be declared
        invalid, or unenforceable by the final ruling of a court of competent
        jurisdiction having final review, the remaining terms, covenants, conditions
        and
        provisions of this Lease and their application to persons or circumstances
        shall
        not be affected thereby and shall continue to be enforced and recognized
        as
        valid agreements of the Parties, and in the place of such invalid or
        unenforceable provision, there shall be substituted a like, but valid and
        enforceable provision which comports to the findings of the aforesaid court
        and
        most nearly accomplishes the original intention of the Parties.

       

      13.13  No
        Other Agreement.
        There
        are no oral or written agreements between Landlord and Tenant affecting this
        Lease. This Lease may be amended, and the provisions hereof may be waived
        or
        modified, only by instruments in writing executed by Landlord and
        Tenant.

       

      
        
          -27-

        

        
          
          

          
            

          

        

        
          
          

        

      

      13.14  No
        Representations by Landlord.
        Neither
        Landlord nor any agent of Landlord has made any representations or promises
        with
        respect to the Premises except as herein expressly set forth, and no rights,
        privileges, easements or licenses are granted to Tenant except as herein
        expressly set forth.

       

      13.15  Time
        of
        Essence.
        Time is
        of the essence with respect to all terms, conditions and provisions of this
        Lease.

       

      13.16  Titles.
        The
        titles of the several Articles and Sections contained herein are for convenience
        only and shall not be considered in construing this Lease.

       

      13.17  “Landlord”
        and “Tenant”.
        Unless
        repugnant to the context, the words “Landlord” and “Tenant” appearing in this
        Lease shall be construed to mean those named above and their respective
        successors, assigns, legal representatives and those claiming through or
        under
        them respectively. If there be more than one tenant, then the obligations
        imposed by this Lease upon Tenant shall be joint and several.

       

      13.18  Submission
        Not an Offer.
        The
        submission of a draft of this Lease or a summary of some or all of its
        provisions does not constitute an offer to lease or demise the Premises,
        it
        being understood and agreed that neither Landlord nor Tenant shall be legally
        bound with respect to the leasing of the Premises unless and until this Lease
        has been executed and delivered by both Landlord and Tenant.

       

      Executed
        under seal as of the Date of this Lease.

       

      

        
          	 	
                  Landlord:

                   

                  By:
                    /s/
                    Dirk
                    Laukien                  
                    

                  Print
                    Name: Dirk Laukien

                  Print
                    Title: Owner

                


        

         

        
          	 	
                  Tenant:

                   

                  PHARMAFRONTIERS
                    CORPORATION

                   

                  By:
                    /s/
                    C. W.
                    Rouse                   
                    

                  Print
                    Name: C.W. Rouse

                  Print
                    Title: CFO and Secretary

                


        

      

       

       

      
        
          -28-

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      



      EXHIBIT
        A

      


      Legal
        Description of the Land 

      


      


      


      
        
          -29-

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      


      


      EXHIBIT
        B

       

      Plan
        of
        Land

      


      


      
        
          -30-

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        C

       

      Rent
        Schedule

       

      
        	 	
                Rent

              	
                Annual
                  Base Rent

              
	 	 	 
	
                Year
                  1:

              	
                $5.75
                  per RSF

              	
                $59,535.50

              
	
                Year
                  2:

              	
                $10.75
                  per RSF

              	
                $111,305.50

              
	
                Year
                  3:

              	
                $13.25
                  per RSF

              	
                $137,190.50

              
	
                Year
                  4:

              	
                $13.25
                  per RSF

              	
                $137,190.50

              
	
                Year
                  5:

              	
                $14.25
                  per RSF

              	
                $147,544.50

              
	
                Year
                  6:

              	
                $14.25
                  per RSF

              	
                $147,544.50

              
	
                Year
                  7:

              	
                $14.25
                  per RSF

              	
                $147,544.50
                  

              
	
                Year
                  8:

              	
                $15.25
                  per RSF

              	
                $157,898.50

              
	
                Year
                  9:

              	
                $15.25
                  per RSF

              	
                $157,898.50

              
	
                Year
                  10:

              	
                $15.25
                  per RSF

              	
                $157,898.50

              


      

      


       

      
        
          -31-

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        D

      


      Landlord’s
        Work

      


      


      


      Approximately
        twenty (20) additional parking spaces to be located at Landlord’s sole
        discretion.

      


      
        
          -32-

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        E

      


      Permitted
        Hazardous Material

       

      Chemical
        List by Department

       

          Research
        and
        Development Laboratories 

      
        	
                AIM-V
                  medium

              	
                Human
                  Serum

              	
                Human
                  Interleukin 2

              
	
                RPMI
                  1640 medium

              	
                Lyophilized
                  ATP Standard Solution

              	
                CXCR-3,
                  antibody to

              
	
                L-glutamine

              	
                Lyophilized
                  ATP Substrate Solution

              	
                FACS
                  Lysin Buffer (10X)

              
	
                Penicillin/Streptomycin

              	
                Synthetic
                  Peptides

              	
                FACS
                  Perm II (10X)

              
	
                Trypan
                  Blue Solution

              	
                Trypsin

              	
                Propidium
                  Iodide

              
	
                Hank's
                  Balanced Salt Solution

              	
                Anti-hCD3g
                  antibody

              	
                Origen
                  Freezing medium

              
	
                DEPC-treated
                  Water

              	
                DNA
                  Quality Control particles

              	
                Isopropanol

              
	
                Ficoll-Paque
                  Plus

              	
                CaliBRITE
                  3 beads

              	
                Dynabeads
                  CD3/CD28 T Cell expander

              
	
                PHA
                  Stock solution (1 mg/mL)

              	
                BD
                  Multi-Check Control

              	
                SPOR-KLENZ
                  cleaning solution

              
	
                Concanavalin
                  A (Con A)

              	
                Phosphate
                  Buffered Saline (10X)

              	
                Glacial
                  Acetic Acid

              
	
                ATP
                  Lite Kit

              	
                Ultra
                  bleach

              	
                CD-3
                  antibody

              
	
                Mitomycin
                  C Stock solution (0.5 mg/mL)

              	
                Albumin
                  (Bovine)

              	
                CD-4
                  antibody

              
	
                Formaldehyde

              	
                Deoxyribonuclease
                  I

              	
                CD-8
                  antibody

              
	
                Ethylenediaminetetraacetic
                  acid

              	
                Cell
                  Mab Medium

              	
                CD-11b
                  antibody

              
	
                Sporicidin
                  cleaning solution

              	
                Brefeldin
                  A

              	
                CD-14
                  antibody

              
	
                Sodium
                  azide

              	
                Dimethylsulfoxide

              	
                CD-15
                  antibody

              
	
                Flow
                  check Fluorospheres

              	
                FACS
                  Rinse

              	
                CD-19
                  antibody

              
	
                Click’s
                  medium

              	
                FACS
                  Clean

              	
                CD-20
                  antibody

              
	
                Cell
                  Genix Dendritic Cell Medium

              	
                FACS
                  Flow

              	
                CD-25
                  antibody

              
	
                Gamma
                  Interferon Secretion Assay

              	
                Sodium
                  dodecyl sulfate

              	
                CD-45
                  antibody

              
	
                Annexin
                  V-FITC Apoptosis Detection Kit

              	
                Sodium
                  Chloride

              	
                CD-69
                  antibody

              
	
                BrdU
                  Flow Kit

              	
                TCR
                  antibody

              	
                CD-80
                  antibody

              
	
                FITC-conjugated
                  Antibody set

              	
                Gamma
                  Interferon antibody

              	
                CD-86
                  antibody

              
	
                2-mercaptoethanol

              	
                Thymidine
                  -H3

              	
                CD34
                  antibody

              


      

      


          Manufacturing
        & Production Laboratory

      
        	
                Ficoll-Paque
                  Plus

              	
                Peptide
                  #1 (MBP - Myelin Basic Protein)

              	
                Trypan
                  Blue

              
	
                HEPES
                  Buffer

              	
                Peptide
                  #2 (MBP - Myelin Basic Protein)

              	
                Phytohemagglutinin

              
	
                AIM-V
                  Medium

              	
                Peptide
                  #3 (PLP - Proteolipid Protein)

              	
                Isopropanol

              
	
                RPMI
                  1640 Medium

              	
                Peptide
                  #4 (PLP - Proteolipid Protein)

              	
                SPOR-KLENZ

              
	
                Dimethylsulfoxide

              	
                Peptide
                  #6 (MOG - Myelin Oligodendrocyte Glycoprotein)

              	
                Sporicidin

              
	
                Hank's
                  Balanced Salt Solution

              	
                Peptide
                  #7 (MOG - Myelin Oligodendrocyte Glycoprotein)

              	
                Bleach

              
	
                Human
                  AB Serum

              	
                Drierite

              	
                Glacial
                  Acetic Acid

              
	
                Origen
                  Freezing Medium

              	
                Proleukin,
                  recombinant human interleukin 2

              	
                L-Glutamine

              
	
                Sodium
                  Chloride

              	
                Sterile
                  water

              	
              


      

       

      
        
          -33-

        

        
          
          

          
            

          

        

        
          
          

        

      

          Quality
        Control Laboratories

      
        	
                Trypticase
                  Soy Agar with 5% Sheep's Blood

              	
                BBL
                  McFarland Standard No. 0.5

              	
                Omni
                  Pur Tris-EDTA Buffer Solution

              
	
                Thioglycollate
                  Medium

              	
                BACTEC
                  PEDS Plus/F

              	
                100
                  bp DNA Ladder (50 ug/mL)

              
	
                Tryptic
                  Soy Broth

              	
                Tris-Acetate-EDTA
                  (TAE) 10X Buffer

              	
                DEPC-treated
                  Water

              
	
                Sabouraud-Dextrose
                  Agar

              	
                Gram
                  Stain Kit: Crystal Violet

              	
                Nuclease
                  Free Water

              
	
                DNA
                  Gel Loading Buffer

              	
                Gram
                  Stain Kit: Grams Iodine

              	
                Hank's
                  Balanced Salt Solution

              
	
                Anaero-Indicator

              	
                Gram
                  Stain Kit: Decolorizer

              	
                DNA-Zap
                  (Solution 1 and Solution 2)

              
	
                Lymphoprep

              	
                Gram
                  Stain Kit: Safranin Stain

              	
                Septihol

              
	
                Endotoxin
                  (Escherichia coli) Control Standard

              	
                Saline
                  0.85% Solution

              	
                Ultraclean
                  DNA BloodSpin Kit (50 purifications)

              
	
                Pyrotubes
                  Depyrogenated Reaction Tubes (Sample)

              	
                Pack-Anaero

              	
                Proteinase
                  K

              
	
                Pyrotubes
                  Depyrogenated Reaction Tubes (Dilution)

              	
                Mycoplasma
                  Detection Kit (Version 2.0)

              	
                LAL
                  Reagent Water (LRW)

              
	
                QualiSwab
                  - Streptococcus pyogenes

              	
                Mycoplasma
                  Detection Kit: M. pirum DNA 

              	
                Methylene
                  Blue Chloride

              
	
                Bactrol
                  Plus - Escherichia coli ATCC# 25922

              	
                Mycoplasma
                  Detection Kit: A. laidlawii DNA

              	
                Ethidium
                  Bromide

              
	
                Bactrol
                  Plus - Staphylococcus aureus ATCC# 25923

              	
                Mycoplasma
                  Detection Kit: Lysis solution

              	
                667
                  Polaroid Film

              
	
                Bactrol
                  Plus - Candida albicans ATCC# 14053

              	
                Mycoplasma
                  Detection Kit: 1st Stage Primer

              	
                RNAse
                  Away

              
	
                NovaTaq
                  PCR Kit: 25 mm MgCL2

              	
                Mycoplasma
                  Detection Kit: 2nd Stage Primer

              	
                Parafilm

              
	
                NovaTaq
                  PCR Kit: PCR grade water

              	
                Mycoplasma
                  Detection Kit: 1.1 X Taq Polymerase Buffer

              	
                Bleach
                  EZ Starter Kit

              
	
                NovaTaq
                  PCR Kit: 10 mm dNTP Mix

              	
                Platinum
                  Taq DNA Polymerase (5 units/uL; 250 reactions)

              	
                Agarose
                  

              
	
                NovaTaq
                  PCR Kit: NovaTaq DNA Polymerase (5 u/uL)

              	
                Mycoplasma
                  Plus PCR Primer Set

              	
                TAP
                  (Thermal Activated) DNA polymerase (sample pack)

              
	
                Limulus
                  Amebocyte Lysate (LAL) Pyrotell Multitest vials

              	
                Limulus
                  Amebocyte Lysate (LAL) Pyrotell Single Test vials

              	
              


      

       

      
        
          -34-