EXHIBIT 10.18

UNION SQUARE

SAN ANTONIO, TEXAS

OFFICE LEASE AGREEMENT

BETWEEN

SAOP Union Square, L.P.

(“LANDLORD”)

AND

New Century Equity Holdings
Corp., Delaware corporation

(“TENANT”)






OFFICE LEASE AGREEMENT

          THIS  OFFICE 
LEASE AGREEMENT (the “Lease”)
is made and entered into as February 11, 2004, by and between SAOP Union Square, L.P., a
Texas limited partnership (“Landlord”)
and New Century Equity Holdings Corp.,
a Delaware corporation (“Tenant”).

          The
following exhibits and attachments are incorporated into and made a part of the
Lease: Exhibit A (Outline and
Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter, if required), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations),
and Exhibit F (Additional Provisions, if required).

1.  Basic Lease Information.

          1.01  “Building” shall mean the building located
at 10101 Reunion Place Boulevard, San
Antonio, Texas 78216, commonly known as Union Square.  “Rentable Square Footage of the Building” is
deemed to be 194,398 square feet.

          1.02  “Premises” shall mean the area shown on
Exhibit A to this Lease.  The Premises
is located on the 9th floor and known as suite 970.  If the Premises include one or more floors in their entirety, all
corridors and restroom facilities located on such full floor(s) shall be
considered part of the Premises. The “Rentable
Square Footage of the Premises” is deemed to be 1,730 square feet. Landlord and Tenant
stipulate and agree that the Rentable Square Footage of the Building and the
Rentable Square Footage of the Premises are correct.

          1.03  “Base Rent”:

	
   

  	
  Period or Months of Term

  	
   

  	
  Annual Rate
Per Square Foot

  	
   

  	
  Monthly

  Base Rent

  
	
   

  	
  

  	
   

  	
  

  	
   

  	
  

  
	
   

  	
  Months 1 through 36
	
   

  	
  $ 20.00
	
   

  	
  $ 2,883.33

  


          1.04  “Tenant’s Pro Rata Share”.889%.

          1.05  “Base Year” for Taxes (defined in Exhibit B):  2003; “Base Year”
for Expenses (defined in Exhibit B):
2003; “Base Year” for Utility Expense (defined in Exhibit B): 2003.

          l.06
  “Term”:
A period of 36 months. Subject to
Section 3, the Term shall commence on February
1, 2004 (the “Commencement Date”)
and, unless terminated early in accordance with this Lease end on January 31, 2007 (the “Termination Date”).

          1.07  “Allowance(s)”: See
Exhibit C.

          1.08  “Security Deposit”:  $12,897.70,
which is already on deposit with the Landlord, for months 1 through 12 of the
lease term and will be reduced, with the difference being refunded to Tenant,
to $6,000.00 for months 13 through
36 of the lease term, as more fully described in Section 6.

          1.09  “Guarantor(s)”: NONE

          1.10  “Broker(s)”:  Travis Commercial Real estate
Services, Ltd for the Landlord and Stream
Realty Partners for the Tenant.

          1.11  “Permitted Use”: General Office Use.

          1.12  “Notice Address(es)”:

	
   

  	
  Landlord:

  SAOP Union Square, L.P.

  1776 Yorktown, Suite 850

  Houston, Texas 77056

  	
  Tenant:

  New Century Equity Holdings Corp.

  10101 reunion Place Blvd.
Suite 970
San Antonio,
  Texas 78216

  


          1.13  “Business Day(s)” are Monday through Friday
of each week, exclusive of New Year’s Day, Presidents Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day (“Holidays”). Landlord may designate
additional Holidays that are commonly

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recognized by other office buildings in the area
where the Building is located. “Building Service Hours” are 7:00 A.M. to 6:00 P.M. on Business Days and 8:00 A.M. to
1:00 P.M. on Saturdays.

          1.14  “Landlord Work” means the work, if any,
that Landlord is obligated to perform in the Premises pursuant to a separate
agreement (the “Work Letter”), if
any, attached to this Lease as Exhibit C.

          1.15  “Property” means the Building and the
parcel(s) of land on which it is located and, at Landlord’s discretion, the
parking facilities and other improvements, if any, serving the Building and the
parcel(s) of land on which they are located.

2.  Lease
Grant.

          The
Premises are hereby leased to Tenant from Landlord, together with the right to
use any portions of the Property that are designated by Landlord for the common
use of tenants and others (the “Common Areas”).

3.  Adjustment of Commencement Date; Possession.

          3.01  If
Landlord is required to perform Landlord Work prior to the Commencement Date:
(a) the date set forth in Section 1.06 as the Commencement Date shall instead
be defined as the “Target Commencement Date”; (b) the actual Commencement Date
shall be the date on which the Landlord Work is Substantially Complete (defined
below); and (c) the Termination Date will the last day of the Term as
determined based upon the actual Commencement Date. Landlord’s failure to
Substantially Complete the Landlord Work by the Target Commencement Date shall
not be a default by Landlord or otherwise render Landlord liable for damages.
Promptly after the determination of the Commencement Date, Landlord and Tenant
shall enter into a commencement letter agreement in the form attached as Exhibit
D.  If the Termination Date does not
fall on the last day of a calendar month, Landlord and Tenant may elect to
adjust the Termination Date to the last day of the calendar month in which
Termination Date occurs by the mutual execution of a commencement letter
agreement setting forth such adjusted date. The Landlord Work shall be deemed
to be “Substantially Complete” on the date that all Landlord Work has been  performed, other than any details of
construction,  mechanical adjustment or
any other similar matter, the non-completion of which does not materially
interfere with Tenant’s use of the Premises. If Landlord is delayed in the
performance of the Landlord Work as a result of the acts or omissions of
Tenant, the Tenant Related Parties (defined in Section 13) or their respective
contractors or vendors, including, without limitation, changes requested by
Tenant to approved plans, Tenant’s failure to comply with any of its
obligations under this Lease, or the specification of any materials or equipment
with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to
be Substantially Complete on the date that Landlord could reasonably have been
expected to Substantially Complete the Landlord Work absent any Tenant Delay.

          3.02  Subject
to Landlord’s obligation, if any, to perform Landlord Work, the Premises are
accepted by Tenant in “as is” condition and configuration without any
representations or warranties by Landlord. 
By taking possession of the Premises, Tenant agrees that the Premises
are in good order and satisfactory condition. Landlord shall not be liable for
a failure to deliver possession of the Premises or any other space due to the
holdover or unlawful possession of such space by another party, however
Landlord shall use reasonable efforts to obtain possession of the space.  The commencement date for the space, in such
event, shall be postponed until the date Landlord delivers possession of the
Premises to Tenant free from occupancy by any party.  If Tenant takes possession of the Premises before the
Commencement Date, such possession shall be subject to the terms and conditions
of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord
for each day of possession before the Commencement Date.  However, except for the cost of services
requested by Tenant (e.g. freight elevator usage), Tenant shall not be required
to pay Rent for any days of possession before the Commencement Date during
which Tenant, with the approval of Landlord, is in possession of the Premises
for the sole purpose of performing improvements or installing furniture,
equipment or other personal property.

4.  Rent.

          4.01  Tenant
shall pay Landlord, without any setoff or deduction, unless expressly set forth
in this Lease, all Base Rent and Additional Rent due for the Term (collectively
referred to as “Rent”). “Additional Rent” means all sums (exclusive of Base
Rent) that Tenant is required to pay Landlord under this Lease. Tenant shall
pay and be liable for all rental, sales and use taxes (but excluding income
taxes), if any, imposed upon or measured by Rent. Base Rent and

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recurring monthly charges of Additional Rent shall
be due and payable in advance on the first day of each calendar month without
notice or demand, provided that the installment of Base Rent for the first full
calendar month of the Term, and the first monthly installment of Additional
Rent for Expenses, Taxes and Utilities, shall be payable upon the execution of
this Lease by Tenant. All other items of Rent shall be due and payable by
Tenant on or before 30 days after billing by Landlord. Rent shall be made
payable to the entity, and sent to the address, Landlord designates and shall
be made by good and sufficient check or by other means acceptable to Landlord.
Tenant shall pay Landlord an administration fee equal to 5% of all past due
Rent, provided that Tenant shall be entitled to a grace period of 5 days for
the first 2 late payments of Rent in a calendar year. In addition, past due
Rent shall accrue interest at the lesser of the maximum non-usurious interest
rate per annum and 12% per annum. Landlord’s acceptance of less than the
correct amount of Rent shall be considered a payment on account of the earliest
Rent due. Rent for any partial month during the Term shall be prorated. No
endorsement or statement on a check or letter accompanying payment shall be
considered an accord and satisfaction. Tenant’s covenant to pay Rent is
independent of every other covenant in this Lease.

          4.02  Tenant shall pay Tenant’s Pro Rata Share of
Taxes, Expenses and Utilities in accordance Exhibit B of this Lease.

5.  Compliance
with Laws; Use.

          The
Premises shall be used for the Permitted Use and for no other use whatsoever.
Tenant shall comply with all statutes, codes, ordinances, orders, rules and
regulations of any municipal or governmental entity whether in effect now or
later, including the Americans with Disabilities Act (“Law(s)”), regarding the
operation of Tenant’s business and the use, condition, configuration and
occupancy of the Premises. In addition, Tenant shall, at its sole cost and
expense, promptly comply with any Laws that relate to the “Base Building”
(defined below), but only to the extent such obligations are triggered by
Tenant’s use of the Premises, other than for general office use, or Alterations
or improvements in the Premises performed or requested by Tenant. “Base
Building” shall include the structural portions of the Building, the public
restrooms and the Building mechanical, electrical and plumbing systems and
equipment located in the internal core of the Building on the floor or floors
on which the Premises are located. Tenant shall promptly provide Landlord with
copies of any notices it receives regarding an alleged violation of Law. Tenant
shall comply with the rules and regulations of the Building attached as Exhibit
E and such other reasonable rules and regulations adopted by Landlord from time
to time, including rules and regulations for the performance of Alterations
(defined in Section 9).

6.  Security
Deposit.

          The
Security Deposit, which is already on deposit with the Landlord, (and will be
reduced as described in section 1.06) by Tenant and held by Landlord without
liability for interest (unless required by Law) as security for the performance
of Tenant’s obligations. The Security Deposit is not an advance payment of Rent
or a measure of damages. Landlord may use all or a portion of the Security
Deposit to satisfy past due Rent or to cure any Default (defined in Section 18)
by Tenant. If Landlord uses any portion of the Security Deposit, Tenant shall,
within 5 days after demand, restore the Security Deposit to its original
amount. Landlord shall return any unapplied portion of the Security Deposit to
Tenant within 45 days after the later to occur of: (a) determination of the
final Rent due from Tenant; or (b) the later to occur of the Termination Date
or the date Tenant surrenders the Premises to Landlord in compliance with
Section 25. Landlord may assign the Security Deposit to a successor or transferee and, following
the assignment, Landlord shall have no further liability for the return of the
Security Deposit. Landlord shall not be required to keep the Security Deposit
separate from its other accounts.

7.  Building
Services.

          7.01  Landlord shall furnish Tenant with the following services: (a) water for use in
the Base Building lavatories; (b) customary heat and air conditioning in season
during Building Service Hours. Tenant shall have the right to receive HVAC
service during hours other than Building Service Hours by paying Landlord’s
then standard charge for additional HVAC service and providing such prior
notice as is reasonably specified by Landlord; (c) standard janitorial service
on Business Days; (d) Elevator service; (e) Electricity in accordance with the
terms and conditions in Section 7.02; and (f) such other services as Landlord
reasonably determines are necessary or appropriate for the Property.

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          7.02  Electricity
used by Tenant in the Premises shall, at Landlord’s option, be paid for by
Tenant either:  (a) through inclusion in
Expenses (except as provided for excess usage); (b) by a separate charge
payable by Tenant to Landlord; or (c) by separate charge billed by the applicable
utility company and payable directly by Tenant. Without the consent of
Landlord, Tenant’s use of electrical service shall not exceed, either in
voltage, rated capacity, use beyond Building Service Hours or overall load,
that which Landlord reasonably deems to be standard for the Building. Landlord
shall have the right to measure electrical usage by commonly accepted methods.
If it is determined that Tenant is using excess electricity, Tenant shall pay
Landlord for the cost of such excess electrical usage as Additional Rent.

          7.03  Landlord’s
failure to furnish, or any interruption, diminishment or termination of
services due to the application of Laws, the failure of any equipment, the performance
of repairs, improvements or alterations, utility interruptions or the
occurrence of an event of Force Majeure (defined in Section 26.03)
(collectively a “Service Failure”) shall not render Landlord liable to Tenant,
constitute a constructive eviction of Tenant, give rise to an abatement of
Rent, nor relieve Tenant from the obligation to fulfill any covenant or
agreement. However, if the Premises, or a material portion of the Premises, are
made untenantable for a period in excess of 5 consecutive Business Days as a
result of a Service Failure that is reasonably within the control of Landlord
to correct, then Tenant, as its sole remedy, shall be entitled to receive an
abatement of Rent payable hereunder during the period beginning on the 6th
consecutive Business Day of the Service Failure and ending on the day the
service has been restored.  If the
entire Premises have not been rendered untenantable by the Service Failure, the
amount of abatement shall be equitably prorated based on the area of Premises
rendered untenantable compared to the total area of the Premises.

8.  Leasehold
Improvements.

          All
improvements in and to the Premises, including any Alterations (collectively,
“Leasehold Improvements”) shall remain upon the Premises at the end of the Term
without compensation to Tenant. Landlord, however, by written notice to Tenant
at least 30 days prior to the Termination Date, may require Tenant, at its
expense, to remove (a) any Cable (defined in Section 9.01) installed by or for
the benefit of Tenant, and (b) any Landlord Work or Alterations that, in
Landlord’s reasonable judgment, are of a nature that would require removal and
repair costs that are materially in excess of the removal and repair costs
associated with standard office improvements (collectively referred to as
“Required Removables”). Required Removables shall include, without limitation,
internal stairways, raised floors, personal baths and showers, vaults, rolling
file systems and structural alterations and modifications. The designated
Required Removables shall be removed by Tenant before the Termination Date.
Tenant shall repair damage caused by the installation or removal of Required
Removables. If Tenant fails to perform its obligations in a timely manner,
Landlord may perform such work at Tenant’s expense. Tenant, at the time it
requests approval for a proposed Alteration, may request in writing that
Landlord advise Tenant whether the Alteration or any portion of the Alteration
is a Required Removable. Within 10 days after receipt of Tenant’s request,
Landlord shall advise Tenant in writing as to which portions of the Alteration
are Required Removables.

9.  Repairs
and Alterations.

          9.01  Tenant
shall periodically inspect the Premises to identify any conditions that are
dangerous or in need of maintenance or repair. 
Tenant shall promptly provide Landlord with notice of any such
conditions. Tenant shall,  at its sole
cost and  expense,  perform all maintenance and repairs to the
Premises that are not Landlord’s express responsibility under this Lease, and
keep the Premises in good condition and repair, reasonable wear and tear
excepted. Tenant’s repair and maintenance obligations include, without
limitation, repairs to: (a) floor covering; 
(b) interior partitions; (c) doors; 
(d) the interior side of demising walls; (e) electronic, phone and data
cabling and related equipment that is installed by or for the exclusive benefit
of Tenant (collectively, “Cable”);  (f)
supplemental air conditioning units, kitchens, including hot water heaters,
plumbing, and similar facilities exclusively serving Tenant; and (g)
Alterations. To the extent Landlord is not reimbursed by insurance proceeds,
Tenant shall reimburse Landlord for the cost of repairing damage to the
Building caused by the acts of Tenant, Tenant Related Parties and their
respective contractors and vendors, if Tenant fails to make any repairs to the
Premises for more than 15 days after notice from Landlord (although notice
shall not be required in an emergency), Landlord may make the repairs, and
Tenant shall pay the reasonable cost of the repairs, together with an
administrative charge in an amount equal to 10% of the cost of the repairs.

          9.02  Landlord
shall keep and maintain in good repair and working order and perform
maintenance upon the: (a) structural elements of the Building; (b) mechanical
(including HVAC),

4






electrical, plumbing and fire/life safety systems
serving the Building in general; (c) Common Areas; (d) roof of the Building;
(e) exterior windows of the Building; and (f) elevators serving the Building.
Landlord shall promptly make repairs for which Landlord is responsible.

          9.03  Tenant
shall not make alterations, repairs, additions or improvements or install any
Cable (collectively referred to as “Alterations”)
without first obtaining the written consent of Landlord in each instance, which
consent shall not be unreasonably withheld or delayed. However, Landlord’s
consent shall not be required for any Alteration that satisfies all of the
following criteria (a “Cosmetic Alteration”):
(a) is of a cosmetic nature such as painting, wallpapering, hanging pictures
and installing carpeting; (b) is not visible from the exterior of the Premises
or Building; (c) will not affect the Base Building; and (d) does not require
work to be performed inside the walls or above the ceiling of the Premises.
Cosmetic Alterations shall be subject to all the other provisions of this
Section 9.03. Prior to starting work, Tenant shall furnish Landlord with plans
and specifications; names of contractors reasonably acceptable to Landlord
(provided that Landlord may designate specific contractors with respect to Base
Building); required permits and approvals; evidence of contractor’s and
subcontractor’s insurance in amounts reasonably required by Landlord and naming
Landlord as an additional insured; and any security for performance in amounts
reasonably required by Landlord. Changes to the plans and specifications must
also be submitted to Landlord for its approval. Alterations shall be
constructed in a good and workmanlike manner using materials of a quality
reasonably approved by Landlord. Tenant shall reimburse Landlord for any sums
paid by Landlord for third party examination of Tenant’s plans for non-Cosmetic
Alterations. In addition, Tenant shall pay Landlord a fee for Landlord’s
oversight and coordination of any non-Cosmetic Alterations equal to 10% of the
cost of the Alterations. Upon completion, Tenant shall furnish “as-built” plans
for non-Cosmetic Alterations, completion affidavits and full and final waivers
of lien. Landlord’s approval of an Alteration shall not be deemed a
representation by Landlord that the Alteration complies with Law.

10.  Entry by Landlord.

          Landlord
may enter the Premises to inspect, show or clean the Premises or to perform or
facilitate the performance of repairs, alterations or additions to the Premises
or any portion of the Building. Except in emergencies or to provide Building
services, Landlord shall provide Tenant with reasonable prior verbal notice of
entry and shall use reasonable efforts to minimize any interference with
Tenant’s use of the Premises. If reasonably necessary, Landlord may temporarily
close all or a portion of the Premises to perform repairs, alterations and
additions. However, except in emergencies, Landlord will not close the Premises
if the work can reasonably be completed on weekends and after Building Service
Hours. Entry by Landlord shall not constitute a constructive eviction or
entitle Tenant to an abatement or reduction of Rent.

11.  Assignment and Subletting.

          11.01  Except
in connection with a Permitted Transfer (defined in Section 11.04), Tenant
shall not assign, sublease, transfer or encumber any interest in this Lease or
allow any third party to use any portion of the Premises (collectively or
individually, a “Transfer”) without the prior written consent of Landlord,
which consent shall not be unreasonably withheld, conditioned or delayed if
Landlord does not exercise its recapture rights under Section 11.02. If the entity
which controls the voting shares/rights of Tenant changes at any time, such
change of ownership or control shall constitute a Transfer unless Tenant is an
entity whose outstanding stock is listed on a recognized securities exchange or
if at least 80% of its voting stock is owned by another entity, the voting
stock of which is so listed.  Any
attempted Transfer in violation of this Section is voidable by Landlord. In no
event shall any Transfer, including a Permitted Transfer, release or relieve
Tenant from any obligation under this Lease.

          11.02  Tenant
shall provide Landlord with financial statements for the proposed transferee, a
fully executed copy of the proposed assignment, sublease or other Transfer
documentation and such other information as Landlord may reasonably request.
Within 15 Business Days after receipt of the required information and
documentation, Landlord shall either: (a) consent to the Transfer by execution
of a consent agreement in a form reasonably designated by Landlord; (b)
reasonably refuse to consent to the Transfer in writing; or (c) in the event of
an assignment of this Lease or subletting of more than 20% of the Rentable Area
of the Premises for more than 50% of the remaining Term (excluding unexercised
options), recapture the portion of the Premises that Tenant is proposing to
Transfer.  If Landlord exercises its
right to recapture, this Lease shall automatically be amended (or terminated if
the entire Premises is being assigned or sublet) to delete the applicable portion
of the Premises effective on the proposed effective date

5






of the Transfer. 
Tenant shall pay Landlord a review fee of $1,500.00 for Landlord’s
review of any Permitted Transfer or requested Transfer.

          11.03  Tenant
shall pay Landlord 50% of all rent and other consideration which Tenant
receives as a result of a Transfer that is in excess of the Rent payable to
Landlord for the portion of the Premises and Term covered by the Transfer.  Tenant shall pay Landlord for Landlord’s
share of the excess within 30 days after Tenant’s receipt of the excess. Tenant
may deduct from the excess, on a straight-line basis, all reasonable and
customary expenses directly incurred by Tenant attributable to the Transfer. If
Tenant is in Default, Landlord may require that all sublease payments be made
directly to Landlord, in which case Tenant shall receive a credit against Rent
in the amount of Tenant’s share of payments received by Landlord.

          11.04  Tenant
may assign this Lease to a successor to Tenant by purchase, merger,
consolidation or reorganization (an “Ownership
Change”) or assign this Lease or sublet all or a portion of the
Premises to an Affiliate without the consent of Landlord, provided that all of
the following conditions are satisfied (a “Permitted
Transfer”):  (a) Tenant is
not in Default; (b) in the event of an Ownership Change, Tenant’s successor
shall own substantially all of the assets of Tenant and have a net worth which
is at least equal to Tenant’s net worth as of the day prior to the proposed
Ownership Change; (c) the Permitted Use does not allow the Premises to be used
for retail purposes; and (d) Tenant shall give Landlord written notice at least
15 Business Days prior to the effective date of the Permitted Transfer. Tenant’s
notice to Landlord shall include information and documentation evidencing the
Permitted Transfer and showing that each of the above conditions has been
satisfied. If requested by Landlord, Tenant’s successor shall sign a
commercially reasonable form of assumption agreement. “Affiliate” shall mean an entity controlled
by, controlling or under common control with Tenant.

12.  Liens.

          Tenant
shall not permit mechanics’ or other liens to be placed upon the Property,
Premises or Tenant’s leasehold interest in connection with any work or service
done or purportedly done by or for the benefit of Tenant or its transferees.
Tenant shall give Landlord notice at least 15 days prior to the commencement of
any work in the Premises to afford Landlord the opportunity, where applicable,
to post and record notices of non-responsibility. Tenant, within 10 days of
notice from Landlord, shall fully discharge any lien by settlement, by bonding
or by insuring over the lien in the manner prescribed by the applicable lien
Law. If Tenant fails to do so, Landlord may bond, insure over or otherwise
discharge the lien. Tenant shall reimburse Landlord for any amount paid by
Landlord, including, without limitation, reasonable attorneys’ fees.

13.  Indemnity
and Waiver of Claims.

          Tenant
hereby waives all claims against and releases Landlord and its trustees,
members, principals, beneficiaries, partners, officers, directors, employees.
Mortgagees (defined in Section 23) and agents (the “Landlord Related Parties’)
from all claims for any injury to or death of persons, damage to property or
business loss in any manner related to (a) Force Majeure, (b) acts of third
parties, (c) the bursting or leaking of any tank, water closet, drain or other
pipe, (d) the inadequacy or failure of any security services, personnel or
equipment, or (e) any matter not within the reasonable control of Landlord. Except to the extent caused by the gross negligence or
willful misconduct of Landlord or any Landlord Related Parties, Tenant shall indemnify,
defend and hold Landlord and Landlord Related Parties harmless against and from
all liabilities, obligations, damages, penalties, claims, actions, costs,
charges and expenses, including, without limitation, reasonable attorneys’ fees
and other professional fees (if and to the extent permitted by Law)
(collectively referred to as “Losses”), which may be imposed upon, incurred by
or asserted against Landlord or any of the Landlord Related Parties by any
third party and arising out of or in connection with any damage or injury
occurring in the Premises or any acts or omissions (including violations of
Law) of Tenant, the Tenant Related Parties or any of Tenant’s transferees,
contractors or licensees. Except to the extent caused by the
negligence or willful misconduct of Tenant or any Tenant Related Parties,
Landlord shall indemnify, defend and hold Tenant, its trustees, members,
principals, beneficiaries, partners, officers, directors, employees and agents
(“Tenant Related Parties”) harmless against and from all Losses which may be
imposed upon, incurred by or asserted against Tenant or any of the Tenant
Related Parties by any third party and arising out of or in connection with the
acts or omissions (including violations of Law) of Landlord or the Landlord
Related Parties.

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14.  Insurance.

          Tenant
shall maintain the following insurance (“Tenant’s
Insurance”): (a) Commercial General Liability Insurance applicable
to the Premises and its appurtenances providing, on an occurrence basis, a minimum
combined single limit of $2,000,000.00; (b) Property/Business Interruption
Insurance written on an All Risk or Special Perils form, with coverage for
broad form water damage including earthquake sprinkler leakage, at replacement
cost value and with a replacement cost endorsement covering all of Tenant’s
business and trade fixtures, equipment, movable partitions, furniture,
merchandise and other personal property within the Premises (“Tenant’s Property”) and any Leasehold
Improvements performed by or for the benefit of Tenant; (c) Workers’
Compensation Insurance in amounts required by Law; and (d) Employers Liability
Coverage of at least $1,000,000.00 per occurrence. Any company writing Tenant’s
Insurance shall have an A.M. Best rating of not less than A-VIII. All
Commercial General Liability Insurance policies shall name as additional
insureds Landlord (or its successors and assignees), the managing agent for the
Building (or any successor), EOP Operating Limited Partnership, Equity Office
Properties Trust and their respective members, principals, beneficiaries,
partners, officers, directors, employees, and agents, and other designees of
Landlord and its successors as the interest of such designees shall appear. All
policies of Tenant’s Insurance shall contain endorsements that the insurer(s)
shall give Landlord and its designees at least 30 days’ advance written notice
of any cancellation, termination, material change or lapse of insurance. Tenant
shall provide Landlord with a certificate of insurance evidencing Tenant’s
Insurance prior to the earlier to occur of the Commencement Date or the date
Tenant is provided with possession of the Premises, and thereafter as necessary
to assure that Landlord always has current certificates evidencing Tenant’s Insurance.
So long as the same is available at commercially reasonable rates, Landlord
shall maintain so called All Risk property insurance on the Building at
replacement cost value as reasonably estimated by Landlord. TENANT HEREBY
ACKNOWLEDGES THAT THE WAIVER OF SUBROGATION PROVISION APPLIES EVEN IF THE
RELEASED PARTY IS NEGLIGENT.

15  Subrogation.

          Landlord
and Tenant hereby waive and shall cause their respective insurance carriers to
waive any and all rights of recovery, claims, actions or causes of action
against the other for any loss or damage with respect to Tenant’s Property,
Leasehold Improvements, the Building, the Premises, or any contents thereof,
including rights, claims, actions and causes of action based on negligence,
which loss or damage is (or would have been, had the insurance required by this
Lease been carried) covered by insurance.

16.  Casualty
Damage.

          16.01  If
all or any portion of the Premises becomes untenantable by fire or other
casualty to the Premises (collectively a “Casualty”), Landlord, with reasonable
promptness, shall cause a general contractor selected by Landlord to provide
Landlord and Tenant with a written estimate of the amount of time required
using standard working methods to Substantially Complete the repair and
restoration of the Premises and any Common Areas necessary to provide access to
the Premises (“Completion Estimate”). If the Completion Estimate indicates that
the Premises or any Common Areas necessary to provide access to the Premises cannot
be made tenantable within 270 days from the date the repair is started, then
either party shall have the right to terminate this Lease upon written notice
to the other within 10 days after receipt of the Completion Estimate.  Tenant, however, shall not have the right to
terminate this Lease if the Casualty was caused by the negligence or
intentional misconduct of Tenant or any Tenant Related Parties. In addition,
Landlord, by notice to Tenant within 90 days after the date of the Casualty,
shall have the right to terminate this Lease if: (1) the Premises have been
materially damaged and there is less than 2 years of the Term remaining on the
date of the Casualty; (2) any Mortgagee requires that the insurance proceeds be
applied to the payment of the mortgage debt; (3) a material uninsured loss to
the Building occurs, or (4) Landlord has not obtained appropriate zoning
approvals for reconstruction of the Premises.

          16.02  If
this Lease is not terminated, Landlord shall promptly and diligently, subject
to reasonable delays for insurance adjustment or other matters beyond
Landlord’s reasonable control, restore the Premises and Common Areas. Such
restoration shall be to substantially the same condition that existed prior to
the Casualty, except for modifications required by Law or any other
modifications to the Common Areas deemed desirable by Landlord. Upon notice
from Landlord, Tenant shall assign to Landlord (or to any party designated by
Landlord) all property insurance proceeds payable to Tenant under Tenant’s
Insurance with respect to any Leasehold Improvements performed by or for the
benefit of Tenant; provided if the estimated cost to repair

7






such Leasehold Improvements exceeds the amount of
insurance proceeds received by Landlord from Tenant’s insurance carrier, the
excess cost of such repairs shall be paid by Tenant to Landlord prior to
Landlord’s commencement of repairs. Within 15 days of demand, Tenant shall also
pay Landlord for any additional excess costs that are determined during the
performance of the repairs. Landlord shall not be liable for any inconvenience
to Tenant, or injury to Tenant’s business resulting in any way from the
Casualty or the repair thereof. Provided that Tenant is not in Default, during
any period of time that all or a material portion of the Premises is rendered
untenantable as a result of a Casualty, the Rent shall abate for the portion of
the Premises that is untenantable and not used by Tenant.

17.  Condemnation.

          Either
party may terminate this Lease if any material part of the Premises is taken or
condemned for any public or quasi-public use under Law, by eminent domain or
private purchase in lieu thereof (a “Taking”). Landlord shall also have the
right to terminate this Lease if there is a Taking of any portion of the
Building or Property which would have a material adverse effect on Landlord’s
ability to profitably operate the remainder of the Building. The terminating
party shall provide written notice of termination to the other party within 45
days after it first receives notice of the Taking. The termination shall be
effective on the date the physical taking occurs. If this Lease is not
terminated, Base Rent and Tenant’s Pro Rata Share shall be appropriately
adjusted to account for any reduction in the square footage of the Building or
Premises. All compensation awarded for a Taking shall be the property of
Landlord. The right to receive compensation or proceeds are expressly waived by
Tenant, however, Tenant may file a separate claim for Tenant’s Property and
Tenant’s reasonable relocation expenses, provided the filing of the claim does
not diminish the amount of Landlord’s award. If only a part of the Premises is
subject to a Taking and this Lease is not terminated, Landlord, with reasonable
diligence, will restore the remaining portion of the Premises as nearly as
practicable to the condition immediately prior to the Taking.

18.  Events
of Default.

          Each
of the following occurrences shall be a “Default”: (a) Tenant’s failure to pay
any portion of Rent when due, if the failure continues for 3 days after written
notice to Tenant (“Monetary Default”); (b) Tenant’s failure (other than a
Monetary Default) to comply with any term, provision, condition or covenant of
this Lease, if the failure is not cured within 10 days after written notice to
Tenant provided, however, if Tenant’s failure to comply cannot reasonably be
cured within 10 days, Tenant shall be allowed additional time (not to exceed 60
days) as is reasonably necessary to cure the failure so long as Tenant begins
the cure within 10 days and diligently pursues the cure to completion; (c)
Tenant or any Guarantor becomes insolvent, makes a transfer in fraud of
creditors, makes an assignment for the benefit of creditors, admits in writing
its inability to pay its debts when due or forfeits or loses its right to
conduct business; (d) the leasehold estate is taken by process or operation of
Law; (e) Tenant does not take possession of or abandons or vacates all or any
portion of the Premises; or (f) Tenant is in default beyond any notice and cure
period under any other lease or agreement with Landlord at the Building or
Property. If Landlord provides Tenant with notice of Tenant’s failure to comply
with any specific provision of this Lease on 3 separate occasions during the
Term, Tenant’s subsequent violation of such provision shall, at Landlord’s
option, be an incurable Default by Tenant. All notices sent under this Section
shall be in satisfaction of, and not in addition to, notice required by Law.

19.  Remedies.

          19.01  Upon
Default, Landlord shall have the right to pursue any one or more of the
following remedies:

	
   

  	
       (a)  Terminate
  this Lease, in which case Tenant shall immediately surrender the Premises to
  Landlord. If Tenant fails to surrender the Premises, Landlord, in compliance
  with Law, may enter upon and take possession of the Premises and remove
  Tenant, Tenant’s Property and any party occupying the Premises. Tenant shall
  pay Landlord, on demand, all past due Rent and other losses and damages
  Landlord suffers as a result of Tenant’s Default, including, without
  limitation, all Costs of Reletting (defined below) and any deficiency that
  may arise from reletting or the failure to relet the Premises. “Costs of Reletting” shall include all
  reasonable costs and expenses incurred by Landlord in reletting or attempting
  to relet the Premises, including, without limitation, legal fees, brokerage
  commissions, the cost of alterations and tenant improvements for a new tenant
  and the value of other concessions or allowances granted to a new tenant.

  


8








	
   

  	
       (b)  Terminate
  Tenant’s right to possession of the Premises and, in compliance with Law,
  remove Tenant, Tenant’s Property and any parties occupying the Premises. Landlord
  may (but shall not be obligated to) relet all or any part of the Premises,
  without notice to Tenant, for such period of time and on such terms and
  conditions (which may include concessions, free rent and work allowances) as
  Landlord in its absolute discretion shall determine. Landlord may collect and
  receive all rents and other income from the reletting. Tenant shall pay
  Landlord on demand all past due Rent, all Costs of Reletting and any
  deficiency arising from the reletting or failure to relet the Premises. The
  re-entry or taking of possession of the Premises shall not be construed as an
  election by Landlord to terminate this Lease.

  


          19.02  In
lieu of calculating damages under Section 19.01, Landlord may elect to receive
as damages the sum of (a) all Rent accrued through the date of termination of
this Lease or Tenant’s right to possession, (b) an amount equal to the total
Rent that Tenant would have been required to pay for the remainder of the Term
discounted to present value, minus the then present fair rental value of the
Premises for the remainder of the Term, similarly discounted, plus (c) all
reasonably anticipated Costs of Reletting. If Tenant is in Default of any of
its non-monetary obligations  under
the  Lease,  Landlord  shall  have the right to  perform such obligations. 
Tenant shall reimburse Landlord for the cost of such performance upon
demand together with an administrative charge equal to 10% of the cost of the
work performed by Landlord. The repossession or re-entering of all or any part
of the Premises shall not relieve Tenant of its liabilities and obligations
under this Lease. No right or remedy of Landlord shall be exclusive of any
other right or remedy. Each right and remedy shall be cumulative and in
addition to any other right and remedy now or subsequently available to
Landlord at Law or in equity.

          19.03  Notwithstanding
anything contained in the Lease to the contrary, except as may be expressly
limited by the Texas Property Code, in the event of a Default by Tenant,
Landlord has the right to terminate Tenant’s right to possession of the
Premises and change the locks, without judicial process, and, in compliance
with applicable Law, expel and remove Tenant, Tenant’s Property and any parties
occupying all or any part of the Premises. 
If Landlord terminates Tenant’s possession of the Premises under this
Section, Landlord shall, except as may be expressly limited by the Texas
Property Code, have no obligation to post any notice and Landlord shall have no
obligation whatsoever to tender to Tenant a key for new locks installed in the
Premises.

20.  Limitation
of Liability.

          NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD
(AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED TO THE LESSER OF (A) THE
INTEREST OF LANDLORD IN THE PROPERTY, OR (B) THE EQUITY INTEREST LANDLORD WOULD
HAVE IN THE PROPERTY IF THE PROPERTY WERE ENCUMBERED BY THIRD PARTY DEBT IN AN
AMOUNT EQUAL TO 70% OF THE VALUE OF THE PROPERTY. TENANT SHALL LOOK SOLELY TO
LANDLORD’S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD
AGAINST LANDLORD OR ANY LANDLORD RELATED PARTY. NEITHER LANDLORD NOR ANY
LANDLORD RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR
DEFICIENCY, AND IN NO EVENT SHALL LANDLORD OR ANY LANDLORD RELATED PARTY BE
LIABLE TO TENANT FOR ANY LOST PROFIT, DAMAGE TO OR LOSS OF BUSINESS OR ANY FORM
OF SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGE. BEFORE FILING SUIT FOR AN ALLEGED
DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S) WHOM
TENANT HAS BEEN NOTIFIED HOLD MORTGAGES (DEFINED IN SECTION 23 BELOW), NOTICE
AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT.

21.  Relocation.

          Landlord,
at its expense, at any time before or during the Term, may relocate Tenant from
the Premises to space of reasonably comparable size, quality and utility (“Relocation Space”) within the Building or
adjacent buildings within the same project upon 60 days’ prior written notice
to Tenant. From and after the date of the relocation, the Base Rent and
Tenant’s Pro Rata Share shall be adjusted based on the rentable square footage
of the Relocation Space. Landlord shall pay Tenant’s reasonable costs of
relocation, including all costs for Tenant Improvements, moving Tenant’s
furniture, equipment, supplies and other personal property, as well as the cost
of printing and distributing change of address notices to Tenant’s customers
and one month’s supply of stationery showing the new address.

9






22.  Holding
Over.

          If
Tenant fails to surrender all or any part of the Premises at the termination of
this Lease, occupancy of the Premises after termination shall be that of a
tenancy at sufferance. Tenant’s occupancy shall be subject to all the terms and
provisions of this Lease, and Tenant shall pay an amount (on a per month basis
without reduction for partial months during the holdover) equal to 200% of the
sum of the Base Rent and Additional Rent due for the period immediately
preceding the holdover. No holdover by Tenant or payment by Tenant after the
termination of this Lease shall be construed to extend the Term or prevent
Landlord from immediate recovery of possession of the Premises by summary
proceedings or otherwise. If Landlord is unable to deliver possession of the
Premises to a new tenant or to perform improvements for a new tenant as a
result of Tenant’s holdover and Tenant fails to vacate the Premises within 15
days after notice from Landlord, Tenant shall be liable for all damages that
Landlord suffers from the holdover.

23.  Subordination
to Mortgages; Estoppel Certificate.

          Tenant
accepts this Lease subject and subordinate to any mortgage(s), deed(s) of
trust, ground lease(s) or other lien(s) now or subsequently arising upon the
Premises, the Building or the Property, and to renewals, modifications,
refinancings and extensions thereof (collectively referred to as a “Mortgage”). The party having
the benefit of a Mortgage shall be referred to as a “Mortgagee”. This clause
shall be self-operative, but upon request from a Mortgagee, Tenant shall
execute a commercially reasonable subordination agreement in favor of the
Mortgagee. As an alternative, a Mortgagee shall have the right at any time to
subordinate its Mortgage to this Lease. Upon request, Tenant, without charge,
shall attorn to any successor to Landlord’s interest in this Lease, Landlord
and Tenant shall each, within 10 days after receipt of a written request from
the other, execute and deliver a commercially reasonable estoppel certificate
to those parties as are reasonably requested by the other (including a
Mortgagee or prospective purchaser). Without limitation, such estoppel
certificate may include a certification as to the status of this Lease, the
existence of any defaults and the amount of Rent that is due and payable.

24.  Notice.

          All
demands, approvals, consents or notices (collectively referred to as a
“notice”) shall be in writing and delivered by hand or sent by registered or
certified mail with return receipt requested or sent by overnight or same day
courier service at the party’s respective Notice Address(es) set forth in
Section 1. Each notice shall be deemed to have been received on the earlier to
occur of actual delivery or the date on which delivery is refused, or, if
Tenant has vacated the Premises or any other Notice Address of Tenant without
providing a new Notice Address, 3 days after notice is deposited in the U.S.
mail or with a courier service in the manner described above. Either party may,
at any time, change its Notice Address (other than to a post office box
address) by giving the other party written notice of the new address.

25.  Surrender
of Premises.

          At
the termination of this Lease or Tenant’s right of possession, Tenant shall remove
Tenant’s Property from the Premises, and quit and surrender the Premises to
Landlord, broom clean, and in good order, condition and repair, ordinary wear
and tear and damage which Landlord is obligated to repair hereunder excepted.
If Tenant fails to remove any of Tenant’s Property within 2 days after
termination of this Lease or Tenant’s right to possession, Landlord, at
Tenant’s sole cost and expense, shall be entitled (but not obligated) to remove
and store Tenant’s Property. Landlord shall not be responsible for the value,
preservation or safekeeping of Tenant’s Property. Tenant shall pay Landlord,
upon demand, the expenses and storage charges incurred. If Tenant fails to
remove Tenant’s Property from the Premises or storage, within 30 days after notice,
Landlord may deem all or any part of Tenant’s Property to be abandoned and
title to Tenant’s Property shall vest in Landlord.

26.  Miscellaneous.

          26.01  This Lease shall
be interpreted and enforced in accordance with the Laws of the state or commonwealth
in which the Building is located and Landlord and Tenant hereby irrevocably
consent to the jurisdiction and proper venue of such state or commonwealth. If
any term or provision of this Lease shall to any extent be void or
unenforceable, the remainder of this Lease shall not be affected. If there is
more than one Tenant or if Tenant is comprised of more than one party or
entity, the obligations imposed upon Tenant shall be joint and several
obligations of all the parties and entities, and requests or demands from any
one person or entity

10






comprising Tenant shall be deemed to have been made
by all such persons or entities. Notices to any one person or entity shall be
deemed to have been given to all persons and entities. Tenant represents and warrants
to Landlord that each individual executing this Lease on behalf of Tenant is
authorized to do so on behalf of Tenant and that Tenant is not, and the
entities or individuals constituting Tenant or which may own or control Tenant
or which may be owned or controlled by Tenant are not, among the individuals or
entities identified on any list compiled pursuant to Executive Order 13224 for
the purpose of identifying suspected terrorists.

          26.02  If
either party institutes a suit against the other for violation of or to enforce
any covenant, term or condition of this Lease, the prevailing party shall be
entitled to all of its costs and expenses, including, without limitation,
reasonable attorneys’ fees.  Landlord
and Tenant hereby waive any right to trial by jury in any proceeding based upon
a breach of this Lease. Either party’s failure to declare a default immediately
upon its occurrence, or delay in taking action for a default, shall not
constitute a waiver of the default, nor shall it constitute an estoppel.

          26.03  Whenever
a period of time is prescribed for the taking of an action by Landlord or
Tenant (other than the payment of the Security Deposit or Rent), the period of
time for the performance of such action shall be extended by the number of days
that the performance is actually delayed due to strikes, acts of God, shortages
of labor or materials, war, terrorist acts, civil disturbances and other causes
beyond the reasonable control of the performing party (“Force Majeure”).

          26.04  Landlord
shall have the right to transfer and assign, in whole or in part, all of its
rights and obligations under this Lease and in the Building and Property. Upon transfer
Landlord shall be released from any further obligations hereunder and Tenant
agrees to look solely to the successor in interest
of Landlord for the performance of such obligations, provided that, any
successor pursuant to a voluntary, third party transfer (but not as part of an
involuntary transfer resulting from a foreclosure or deed in lieu thereof)
shall have assumed Landlord’s obligations under this Lease.

          26.05  Landlord
has delivered a copy of this Lease to Tenant for Tenant’s review only and the
delivery of it does not constitute an offer to Tenant or an option. Tenant
represents that it has dealt directly with and only with the Broker as a broker
in connection with this Lease. Tenant shall indemnify and hold Landlord and the
Landlord Related Parties harmless from all claims of any other brokers claiming
to have represented Tenant in connection with this Lease. Landlord shall
indemnify and hold Tenant and the Tenant Related Parties harmless from all
claims of any brokers claiming to have represented Landlord in connection with
this Lease.

          26.06  Time
is of the essence with respect to Tenant’s exercise of any expansion, renewal
or extension rights granted to Tenant. The expiration of the Term, whether by
lapse of time, termination or otherwise, shall not relieve either party of any
obligations which accrued prior to or which may continue to accrue after the
expiration or termination of this Lease.

          26.07  Tenant
may peacefully have, hold and enjoy the Premises, subject to the terms of this
Lease, provided Tenant pays the Rent and fully performs all of its covenants
and agreements. This covenant shall be binding upon Landlord and its successors
only during its or their respective periods of ownership of the Building.

          26.08  This
Lease does not grant any rights to light or air over or about the Building.
Landlord excepts and reserves exclusively to itself any and all rights not
specifically granted to Tenant under this Lease. This Lease constitutes the
entire agreement between the parties and supersedes all prior agreements and
understandings related to the Premises, including all lease proposals, letters
of intent and other documents.  Neither
party is relying upon any warranty, statement or representation not contained
in this Lease. This Lease may be modified only by a written agreement signed by
an authorized representative of Landlord and Tenant.

          26.09  TENANT
HEREBY WAIVES ALL RIGHTS TO PROTEST THE APPRAISED VALUE OF THE PROPERTY OR TO
APPEAL THE SAME AND ALL RIGHTS TO RECEIVE NOTICES OF REAPPRAISALS AS SET FORTH
IN SECTIONS 41.413 AND 42.015 OF THE TEXAS TAX CODE.

          26.10  TENANT
HEREBY WAIVES ALL ITS RIGHTS UNDER THE TEXAS DECEPTIVE TRADE PRACTICES -
CONSUMER PROTECTION ACT, SECTION 17.41 ET. SEQ. OF THE TEXAS BUSINESS AND COMMERCE
CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER
CONSULTATION WITH AN ATTORNEY OF TENANT’S OWN SELECTION, TENANT VOLUNTARILY
CONSENTS TO THIS WAIVER.

11






          Landlord
and Tenant have executed this Lease as of the day and year first above written.

	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  SAOP Union Square, L.P., a Texas limited
  partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SAOP UniSquare GP, LLC, a Delaware limited liability
  company, its general partner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  San Antonio Office Portfolio, LLC, a Delaware
  limited liability company, its sole member

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SAOPNNM, LLC, its
  managing member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ MARK B. GREEN

	
   

  	
   

  	
   

  	
  

  
	
   

  	
   

  	
  Name:

  	
  Mark B. Green 

	
   

  	
   

  	
  Title:

  	
  Vice President





	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  New Century Equity Holdings Corp., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ PARRIS H. HOLMES, JR.

	
   

  	
   

  	
   

  	
  

  
	
   

  	
   

  	
  Title:

  	
  Chairman & CEO



12






EXHIBIT A

OUTLINE AND LOCATION OF PREMISES



LOCATION PLAN

1






EXHIBIT B

EXPENSES AND TAXES

This Exhibit is attached to and made a part of the
Lease by and between SAOP Union Square, L.P.,
a Texas limited partnership
(“Landlord”) and New Century Equity Holdings
Corp. a Delaware corporation (“Tenant”) for space in the Building
located at 10101 Reunion Place, San Antonio, Texas 78216.

1.  Payments.

          1.01  Tenant
shall pay Tenant’s Pro Rata Share of the amount, if any, by which Expenses
(defined below) for each calendar year during the Term exceed Expenses for the
Base Year (the “Expense Excess”)
and also the amount, if any, by which Taxes (defined below) for each calendar
year during the Term exceed Taxes for the Base Year (the “Tax Excess”) and also the amount if any, by
which Utilities (defined below) for each calendar year exceed Utilities for the
Base Year (defined below) (the “Utility
Excess”).  If Expenses, Taxes
or Utilities in any calendar year decrease below the amount of Expenses, Taxes
or Utilities for the Base Year, Tenant’s Pro Rata Share of Expenses, Taxes or
Utilities as the case may be, for that calendar year shall be $0.  Landlord shall provide Tenant with a good
faith estimate of the Expense Excess, the Tax Excess and the Utilities Excess
for each calendar year during the Term. On or before the first day of each
month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth
of Tenant’s Pro Rata Share of Landlord’s estimate of the Expense Excess, Tax
Excess and the Utilities Excess. After its receipt of the revised estimate,
Tenant’s monthly payments shall be based upon the revised estimate.  If Landlord does not provide Tenant with an
estimate of the Expense Excess, the Tax Excess and the Utilities Excess by January
1 of a calendar year, Tenant shall continue to pay monthly installments based
on the previous year’s estimate(s) until Landlord provides Tenant with the new
estimate.

          1.02  As
soon as is practical following the end of each calendar year, Landlord shall
furnish Tenant with a statement of the actual Expenses and Expense Excess, the
actual Taxes and Tax Excess and the actual Utilities and Utility Excess for the
prior calendar year.  If the estimated
Expense Excess, estimated Tax Excess or estimated Utility Excess for the prior
calendar year is more than the actual Expense Excess, actual Tax Excess or
actual Utility Excess, as the case may be, for the prior calendar year,
Landlord shall either provide Tenant with a refund or apply any overpayment by
Tenant against Additional Rent due or next becoming due, provided if the Term
expires before the determination of the overpayment, Landlord shall refund any
overpayment to Tenant after first deducting the amount of Rent due. If the
estimated Expense Excess, estimated Tax Excess or estimated Utility Excess for
the prior calendar year is less than the actual Expense Excess, actual Tax
Excess or actual Utility Excess, as the case may be, for such prior year,
Tenant shall pay Landlord, within 30 days after its receipt of the statement of
Expenses, Taxes or Utilities, any underpayment for the prior calendar year.

2.  Expenses.

          2.01  “Expenses” means all costs and expenses
incurred in each calendar year in connection with operating, maintaining,
repairing, and managing the Building and the Property. Expenses include,
without limitation: (a) all labor and labor related costs; (b) management fees;
(c) the cost of equipping, staffing and operating an on-site and/or off-site
management office for the Building, provided if the management office services
one or more other buildings or properties, the shared costs and expenses of
equipping, staffing and operating such management office(s) shall be equitably
prorated and apportioned between the Building and the other buildings or
properties; (d) accounting costs; (e) the cost of services; (f) rental and
purchase cost of parts, supplies, tools and equipment; (g) insurance premiums
and deductibles; and (h) the amortized cost of capital improvements (as
distinguished from replacement parts or components installed in the ordinary
course of business) made subsequent to the Base Year which are: (1) performed
primarily to reduce current or future operating expense costs, upgrade Building
security or otherwise improve the operating efficiency of the Property; or (2)
required to comply with any Laws that are enacted, or first interpreted to
apply to the Property, after the date of this Lease. The cost of capital
improvements shall be amortized by Landlord over the lesser of the Payback
Period (defined below) or the useful life of the capital improvement as
reasonably determined by Landlord. “Payback
Period” means the reasonably estimated period of time that it takes
for the cost savings resulting from a capital improvement to equal the total
cost of the capital improvement. Landlord, by itself or through an affiliate,
shall have the right to directly perform, provide and be compensated for any
services under this Lease. If Landlord incurs Expenses for the Building or
Property together with one or more other

1






buildings or properties, whether pursuant to a
reciprocal easement agreement, common area agreement or otherwise, the shared
costs and expenses shall be equitably prorated and apportioned between the
Building and Property and the other buildings or properties.

          2.02  Expenses
shall not include: the cost of capital improvements (except as set forth
above); depreciation; principal payments of mortgage and other non-operating debts
of Landlord; the cost of repairs or other work to the extent Landlord is
reimbursed by insurance or condemnation proceeds; costs in connection with
leasing space in the Building, including brokerage commissions; lease
concessions, rental abatements and construction allowances granted to specific
tenants; costs incurred in connection with the sale, financing or refinancing
of the Building; fines, interest and penalties incurred due to the late payment
of Taxes or Expenses; organizational expenses associated with the creation and
operation of the entity which constitutes Landlord; or any penalties or damages
that Landlord pays to Tenant under this Lease or to other tenants in the
Building under their respective leases.

          2.03  If
at any time during a calendar year the Building is not at least 95% occupied or
Landlord is not supplying services to at least 95% of the total Rentable Square
Footage of the Building, Expenses shall, at Landlord’s option, be determined as
if the Building had been 95% occupied and Landlord had been supplying services
to 95% of the Rentable Square Footage of the Building.  If Expenses for a calendar year are
determined as provided in the prior sentence, Expenses for the Base Year shall
also be determined in such manner. Notwithstanding the foregoing, Landlord may
calculate the extrapolation of Expenses under this Section based on 100%
occupancy and service so long as such percentage is used consistently for each
year of the Term. The extrapolation of Expenses under this Section shall be
performed in accordance with the methodology specified by the Building Owners
and Managers Association.

3.  “Taxes” shall mean:  (a) all real property taxes and other
assessments on the Building and/or Property, including, but not limited to,
gross receipts taxes, assessments for special improvement districts and
building improvement districts, governmental charges, fees and assessments for
police, fire, traffic mitigation or other governmental service of purported
benefit to the Property, taxes and assessments levied in substitution or
supplementation in whole or in part of any such taxes and assessments and the
Property’s share of any real estate taxes and assessments under any reciprocal
easement agreement, common area agreement or similar agreement as to the
Property; (b) all personal property taxes for property that is owned by
Landlord and used in connection with the operation, maintenance and repair of
the Property; and (c) all costs and fees incurred in connection with seeking
reductions in any tax liabilities described in (a) and (b), including, without
limitation, any costs incurred by Landlord for compliance, review and appeal of
tax liabilities. Without limitation, Taxes shall not include any income,
capital levy, transfer, capital stock, gift, estate or inheritance tax. If a
change in Taxes is obtained for any year of the Term during which Tenant paid
Tenant’s Pro Rata Share of any Tax Excess, then Taxes for that year will be
retroactively adjusted and Landlord shall provide Tenant with a credit, if any,
based on the adjustment.  Likewise, if a
change is obtained for Taxes for the Base Year, Taxes for the Base Year shall
be restated and the Tax Excess for all subsequent years shall be recomputed.
Tenant shall pay Landlord the amount of Tenant’s Pro Rata Share of any such
increase in the Tax Excess within 30 days after Tenant’s receipt of a statement
from Landlord.

4.  “Utilities” shall mean:  all electricity, gas and other utility costs
incurred by Landlord in each calendar year in connection with operating the
Building and the Property.

5.  “Utilities
for Base Year” shall mean: for the year 2003, the lesser of (i)
actual Utilities for 2003 and (ii) actual Utilities for 2003 multiplied by a
factor equal to 1.03.

6.   Audit
Rights.  Tenant, within 365 days after
receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to
review Landlord’s records of the Expenses for the calendar year to which the
statement applies.  Within a reasonable
time after receipt of the Review Notice, Landlord shall make all pertinent
records available for inspection that are reasonably necessary for Tenant to
conduct its review.  If any records are
maintained at a location other than the management office for the Building,
Tenant may either inspect the records at such other location or pay for the
reasonable cost of copying and shipping the records.  If Tenant retains an agent to review Landlord’s records, the
agent must be with a CPA firm licensed to do business in the state or
commonwealth where the Property is located. Tenant shall be solely responsible
for all costs, expenses and fees incurred for the audit. Within 90 days after
the records are made available to Tenant, Tenant shall have the right to give
Landlord written notice (an “Objection
Notice”) stating in reasonable detail any objection to Landlord’s
statement of Expenses for that year. If Tenant fails to give Landlord an
Objection Notice within the 90 day period or fails to provide Landlord with a
Review Notice

2






within the 365 day period described above, Tenant
shall be deemed to have approved Landlord’s statement of Expenses and shall be
barred from raising any claims regarding the Expenses for that year. The
records obtained by Tenant shall be treated as confidential. In no event shall
Tenant be permitted to examine Landlord’s records or to dispute any statement
of Expenses unless Tenant has paid and continues to pay all Rent when due.

7.   Landlord and
Tenant agree that each provision of the Lease for determining charges, amounts
and Additional Rent payments by Tenant (including without limitation, Article 4
of the Lease) is commercially reasonable, and as to each such charge or amount,
constitutes a “method by which the charge is to be computed” for purposes of
Section 93.004 (Assessment of Charges) of the Texas Property Code, as such
section now exists or as it may be hereafter amended or succeeded.

3






EXHIBIT C

WORK LETTER

          This
Exhibit is attached to and made a part of the Lease by and between SAOP UNION SQUARE, L.P., a limited partnership
(“Landlord”) and NEW CENTURY EQUITY HOLDINGS
CORP., a Delaware corporation (“Tenant”) for space in the Building
located at 10101 Reunion Place, San Antonio, Texas, commonly known as Union
Square.

As used in this Work Letter, the “Premises” shall be
deemed to mean the Premises, as initially defined in the attached Lease.

	
  1.

  	
  This
  Work Letter shall set forth the obligations of Landlord and Tenant with
  respect to the improvements to be performed in the Premises for Tenant’s use.
  All improvements described in this Work Letter to be constructed in and upon
  the Premises by Landlord are hereinafter referred to as the “Landlord Work.”
  It is agreed that construction of the Landlord Work will be completed by
  Landlord and paid for by Tenant as provided in this Work Letter, subject to
  the Allowance (as defined below). The general contract for the Landlord Work
  shall be competitively bid by at least three (3) qualified, independent
  general contractors suggested and approved by Landlord. If Tenant requests,
  Landlord shall provide Tenant with a copy of the bids.  Landlord shall enter into a direct
  contract for the Landlord Work with a general contractor selected by
  Landlord. In addition, Landlord shall have the right to select and/or approve
  of any subcontractors used in connection with the Landlord Work.

  
	
   

  	
   

  
	
  2.

  	
  Landlord
  shall prepare the architectural, electrical and mechanical construction
  drawings, plans and specifications (called “Plans”) necessary to construct
  the Landlord Work based on Tenant’s space plans provided to Landlord. Within
  5 Days of receipt of the Plans (the “Plans Due Date”) and within 5 Days of
  any resubmittals until final Plans are complete, Tenant shall provide
  Landlord with its approval (which shall not be unreasonably withheld,
  conditioned or delayed) or reason for disapproval.  If Tenant notifies Landlord of such disapproval and desired
  changes, Tenant shall work with Landlord to reach mutually acceptable
  Plans.  Tenant covenants and agrees to
  devote such time as may be necessary in consultation with said architect and
  engineers to enable them to complete and submit the final Plans on a timely
  basis and within the required time limits. 
  Time is of the essence in respect of approval of the Plans by Tenant.  If the Tenant does provide Landlord with its
  approval or reason for disapproval within the 5 Day periods as provided
  above, Tenant shall be responsible for one day of Tenant Delay (as defined in
  the Lease to which this Exhibit is attached) for each day during the period
  beginning on the day following the applicable 5 Day period and ending on the
  date Tenant provides Landlord with its approval or reason for
  disapproval.  (The word “architect” as
  used in this Exhibit shall include an interior designer or space planner.)

  
	
   

  	
   

  
	
  3.

  	
  If
  Landlord’s estimate and/or the actual cost of construction shall exceed the
  Allowance, Landlord, prior to commencing any construction of Landlord Work,
  shall submit to Tenant a written estimate setting forth the anticipated cost
  of the Landlord Work, including but not limited to labor and materials,
  contractor’s fees and permit fees. Within 3 Days thereafter, Tenant shall
  either notify Landlord in writing of its approval of the cost estimate, or
  specify its objections thereto and any desired changes to the proposed
  Landlord Work.  If Tenant notifies
  Landlord of such objections and desired changes, Tenant shall work with
  Landlord to reach a mutually acceptable 
  alternative cost estimate.

  
	
   

  	
   

  
	
  4.

  	
  If
  Landlord’s estimate and/or the actual cost of construction shall exceed the
  Allowance, if any (such amounts exceeding the Allowance being herein referred
  to as the “Excess Costs”), Tenant shall pay to Landlord such Excess Costs,
  plus any applicable state sales or use tax thereon, within 30 days of
  Landlord’s invoice. The statements of costs submitted to Landlord by
  Landlord’s contractors shall be conclusive for purposes of determining the
  actual cost of the items described therein. 
  The amounts payable by Tenant hereunder constitute Rent payable pursuant
  to the Lease, and the failure to timely pay same constitutes an event of
  default under the Lease.

  
	
   

  	
   

  
	
  5.

  	
  If
  Tenant shall request any change, addition or alteration in any of the Plans
  after approval by Landlord, Landlord shall have such revisions to the
  drawings prepared, and

  


1








	
   

  	
  Tenant
  shall reimburse Landlord for the cost thereof (subject to the Allowance),
  plus any applicable state sales or use tax thereon, upon demand. Promptly
  upon completion of the revisions, Landlord shall notify Tenant in writing of
  the increased cost which will be chargeable to Tenant by reason of such
  change, addition or deletion. Tenant, within three Days, shall notify
  Landlord in writing whether it desires to proceed with such change, addition
  or deletion. In the absence of such written authorization, Landlord shall
  have the option to continue work on the Premises disregarding the requested
  change, addition or alteration, or Landlord may elect to discontinue work on
  the Premises until it receives notice of Tenant’s decision, in which event
  Tenant shall be responsible for any Tenant Delay in completion of the
  Premises resulting therefrom. If such revisions result in a higher estimate
  of the cost of construction and/or higher actual construction costs which
  exceed the Allowance, such increased estimate or costs shall be deemed Excess
  Costs pursuant to Paragraph 4 hereof and Tenant shall pay such Excess Costs,
  plus any applicable state sales or use tax thereon, upon demand.

  
	
   

  	
   

  
	
  6.

  	
  Following
  approval of the Plans and the payment by Tenant of the required portion of
  the Excess Costs, if any, Landlord shall cause the Landlord Work to be
  constructed in accordance with the approved Plans.  Landlord shall notify Tenant of substantial completion of the
  Landlord Work.

  
	
   

  	
   

  
	
  7.

  	
  Landlord,
  provided Tenant is not in default, agrees to provide Tenant with an allowance
  (the “Allowance”) in an amount equal to $9.00
  per rentable square foot of the Premises, ($15,570.00),
  to be applied toward the cost of the Space Planning, Architectural and MEP
  services in connection with the Landlord Work in the Premises and toward the
  Landlord Work. If the Allowance shall not be sufficient to complete the
  Landlord Work, Tenant shall pay the Excess Costs, plus any applicable state
  sales or use tax thereon, as prescribed in Paragraph 4 above. Any portion of
  the Allowance which exceeds the cost of the Landlord Work or is otherwise
  remaining, (“Unused Allowance”) shall accrue to the sole benefit of
  Landlord.  Landlord shall be entitled
  to deduct from the Allowance a construction management fee for Landlord’s oversight
  of the Landlord Work in an amount equal to 5% of the total cost of the
  Landlord Work.

  
	
   

  	
   

  
	
  8.

  	
  This
  Exhibit shall not be deemed applicable to any additional space added to the
  Premises at any time or from time to time, whether by any options under the Lease
  or otherwise, or to any portion of the original Premises or any additions to
  the Premises in the event of a renewal or extension of the original Term of
  the Lease, whether by any options under the Lease or otherwise, unless
  expressly so provided in the Lease or any amendment or supplement to the
  Lease.

  


2






EXHIBIT D

COMMENCEMENT LETTER
(EXAMPLE)

	
  Date

  	
  __________________________

  
	
   

  	
   

  
	
  Tenant

  	
  __________________________

  
	
  Address

  	
  __________________________

  
	
   

  	
  __________________________

  
	
   

  	
  __________________________

  




	
  Re:

  	
  Commencement
  Letter with respect to that certain Lease dated as of the ________ day of
  __________, _________, by and between SAOP
  Union Square, L.P., a Texas limited partnership, as Landlord, and
  __________________, as Tenant, for __________ rentable square feet on the
  _______ floor of the Building located at 10101 Reunion Place, San Antonio,
  Texas 78216.

  
	
   

  	
   

  
	
  Dear

  	
  ___________________:

  


          In
accordance with the terms and conditions of the above referenced Lease, Tenant
accepts possession of the Premises and agrees:

          1.  The
Commencement Date of the Lease is _____________________;

          2.  The
Termination Date of the Lease is _________________________.

          Please
acknowledge your acceptance of possession and agreement to the terms set forth
above by signing all 3 counterparts of this Commencement Letter in the space
provided and returning 2 fully executed counterparts to my attention.

	
  Sincerely,

  
	
   

  
	
   

  
	
  

  
	
  Authorized
  Signatory

  
	
   

  
	
  Agreed
  and Accepted:

  
	
   

  
	
   

  	
  Tenant:

  	
  ____________________

  
	
   

  
	
   

  	
  By:

  	
  ____________________

  
	
   

  	
  Name:

  	
  ____________________

  
	
   

  	
  Title:

  	
  ____________________

  
	
   

  	
  Date:

  	
  ____________________

  


1






EXHIBIT E

BUILDING RULES AND
REGULATIONS

          The
following rules and regulations shall apply, where applicable, to the Premises,
the Building, the parking facilities (if any), the Property and the
appurtenances. In the event of a conflict between the following rules and
regulations and the remainder of the terms of the Lease, the remainder of the
terms of the Lease shall control. Capitalized terms have the same meaning as
defined in the Lease.

	
  1.

  	
  Sidewalks,
  doorways, vestibules, halls, stairways and other similar areas shall not be
  obstructed by Tenant or used by Tenant for any purpose other than ingress and
  egress to and from the Premises. No rubbish, litter, trash, or material shall
  be placed, emptied, or thrown in those areas. At no time shall Tenant permit
  Tenant’s employees to loiter in Common Areas or elsewhere about the Building
  or Property.

  
	
   

  	
   

  
	
  2.

  	
  Plumbing
  fixtures and appliances shall be used only for the purposes for which
  designed and no sweepings, rubbish, rags or other unsuitable material shall
  be thrown or placed in the fixtures or appliances.  Damage resulting to fixtures or appliances by Tenant, its
  agents, employees or invitees shall be paid for by Tenant and Landlord shall
  not be responsible for the damage.

  
	
   

  	
   

  
	
  3.

  	
  No
  signs, advertisements or notices shall be painted or affixed to windows,
  doors or other parts of the Building, except those of such color, size, style
  and in such places as are first approved in writing by Landlord.  All tenant identification and suite
  numbers at the entrance to the Premises shall be installed by Landlord, at
  Tenant’s cost and expense, using the standard graphics for the Building.
  Except in connection with the hanging of lightweight pictures and wall
  decorations, no nails, hooks or screws shall be inserted into any part of the
  Premises or Building except by the Building maintenance personnel without
  Landlord’s prior approval, which approval shall not be unreasonably withheld.

  
	
   

  	
   

  
	
  4.

  	
  Landlord
  may provide and maintain in the first floor (main lobby) of the Building an
  alphabetical directory board or other directory device listing tenants and no
  other directory shall be permitted unless previously consented to by Landlord
  in writing.

  
	
   

  	
   

  
	
  5.

  	
  Tenant
  shall not place any lock(s) on any door in the Premises or Building without
  Landlord’s prior written consent, which consent shall not be unreasonably
  withheld, and Landlord shall have the right at all times to retain and use
  keys or other access codes or devices to all locks within and into the
  Premises.  A reasonable number of keys
  to the locks on the entry doors in the Premises shall be furnished by
  Landlord to Tenant at Tenant’s cost and Tenant shall not make any duplicate
  keys. All keys shall be returned to Landlord at the expiration or early
  termination of the Lease.

  
	
   

  	
   

  
	
  6.

  	
  All
  contractors, contractor’s representatives and installation technicians
  performing work in the Building shall be subject to Landlord’s prior
  approval, which approval shall not be unreasonably withheld, and shall be
  required to comply with Landlord’s standard rules, regulations, policies and
  procedures, which may be revised from time to time.

  
	
   

  	
   

  
	
  7.

  	
  Movement
  in or out of the Building of furniture or office equipment, or dispatch or
  receipt by Tenant of merchandise or materials requiring the use of elevators,
  stairways, lobby areas or loading dock areas, shall be restricted to hours
  reasonably designated by Landlord. Tenant shall obtain Landlord’s prior
  approval by providing a detailed listing of the activity, which approval
  shall not be unreasonably withheld. If approved by Landlord, the activity
  shall be under the supervision of Landlord and performed in the manner
  required by Landlord.  Tenant shall
  assume all risk for damage to articles moved and injury to any persons
  resulting from the activity.  If
  equipment, property, or personnel of Landlord or of any other party is
  damaged or injured as a result of or in connection with the activity, Tenant
  shall be solely liable for any resulting damage, loss or injury.

  
	
   

  	
   

  
	
  8.

  	
  Landlord
  shall have the right to approve the weight, size, or location of heavy
  equipment or articles in and about the Premises, which approval shall not be
  unreasonably withheld. Damage to the Building by the installation,
  maintenance, operation, existence or removal of Tenant’s Property shall be
  repaired at Tenant’s sole expense.

  
	
   

  	
   

  
	
  9.

  	
  Corridor
  doors, when not in use, shall be kept closed.

  


1








	
  10.

  	
  Tenant
  shall not: (1) make or permit any improper, objectionable or unpleasant
  noises or odors in the Building, or otherwise interfere in any way with other
  tenants or persons having business with them; (2) solicit business or distribute
  or cause to be distributed, in any portion of the Building, handbills,
  promotional materials or other advertising; or (3) conduct or permit other
  activities in the Building that might, in Landlord’s
  sole opinion, constitute a nuisance.

  
	
   

  	
   

  
	
  11.

  	
  No
  animals, except those assisting handicapped persons, shall be brought into
  the Building or kept in or about the Premises.

  
	
   

  	
   

  
	
  12.

  	
  No
  inflammable, explosive or dangerous fluids or substances shall be used or
  kept by Tenant in the Premises, Building or about the Property, except for
  those substances as are typically found in similar premises used for general
  office purposes and are being used by Tenant in a safe manner and in
  accordance with all applicable Laws. Tenant shall not, without Landlord’s
  prior written consent, use, store, install, spill, remove, release or dispose
  of, within or about the Premises or any other portion of the Property, any
  asbestos-containing materials or any solid, liquid or gaseous material now or
  subsequently considered  toxic or  hazardous 
  under  the  provisions  of 42  U.S.C. Section
  9601 et seq. or any other applicable environmental Law which may now or later
  be in effect.  Tenant shall comply
  with all Laws pertaining to and governing the use of these materials by
  Tenant and shall remain solely liable for the costs of abatement and removal.

  
	
   

  	
   

  
	
  13.

  	
  Tenant
  shall not use or occupy the Premises in any manner or for any purpose which
  might injure the reputation or impair the present or future value of the
  Premises or the Building. Tenant shall not use, or permit any part of the
  Premises to be used for lodging, sleeping or for any illegal purpose.

  
	
   

  	
   

  
	
  14.

  	
  Tenant
  shall not take any action which would violate Landlord’s labor contracts or
  which would cause a work stoppage, picketing, labor disruption or dispute or
  interfere with Landlord’s or any other tenant’s or occupant’s business or
  with the rights and privileges of any person lawfully in the Building (“Labor Disruption”).  Tenant shall take the actions necessary to
  resolve the Labor Disruption, and shall have pickets removed and, at the
  request of Landlord, immediately terminate any work in the Premises that gave
  rise to the Labor Disruption, until Landlord gives its written consent for
  the work to resume.  Tenant shall have
  no claim for damages against Landlord or any of the Landlord Related Parties
  nor shall the Commencement Date of the Term be extended as a result of the
  above actions.

  
	
   

  	
   

  
	
  15.

  	
  Tenant
  shall not install, operate or maintain in the Premises or in any other area
  of the Building, electrical equipment that would overload the electrical
  system beyond its capacity for proper, efficient and safe operation as
  determined solely by Landlord. Tenant shall not furnish cooling or heating to
  the Premises, including, without limitation, the use of electric or gas
  heating devices, without Landlord’s prior written consent. Tenant shall not
  use more than its proportionate share of telephone lines and other
  telecommunication facilities available to service the Building.

  
	
   

  	
   

  
	
  16.

  	
  Tenant
  shall not operate or permit to be operated a coin or token operated vending
  machine or similar device (including, without limitation, telephones,
  lockers, toilets, scales, amusement devices and machines for sale of
  beverages,  foods,  candy, cigarettes and other goods), except
  for machines for the exclusive use of Tenant’s employees and invitees.

  
	
   

  	
   

  
	
  17.

  	
  Bicycles
  and other vehicles are not permitted inside the Building or on the walkways
  outside the Building, except in areas designated by Landlord.

  
	
   

  	
   

  
	
  18.

  	
  Landlord
  may from time to time adopt systems and procedures for the security and
  safety of the Building and Property, its occupants, entry, use and contents.
  Tenant, its agents, employees, contractors, guests and invitees shall comply
  with Landlord’s systems and procedures.

  
	
   

  	
   

  
	
  19.

  	
  Landlord
  shall have the right to prohibit the use of the name of the Building or any
  other publicity by Tenant that in Landlord’s sole opinion may impair the
  reputation of the Building or its desirability.  Upon written notice from Landlord, Tenant shall refrain from
  and discontinue such publicity immediately.

  


2








	
  20.

  	
  Neither
  Tenant nor its agents, employees, contractors, guests or invitees shall smoke
  or permit smoking in the Common Areas, unless a portion of the Common Areas
  have been declared a designated smoking area by Landlord, nor shall the above
  parties allow smoke from the Premises to emanate into the Common Areas or any
  other part of the Building.  Landlord
  shall have the right to designate the Building (including the Premises) as a
  non-smoking building.

  
	
   

  	
   

  
	
  21.

  	
  Landlord
  shall have the right to designate and approve standard window coverings for
  the Premises and to establish rules to assure that the Building presents a
  uniform exterior appearance.  Tenant
  shall ensure, to the extent reasonably practicable, that window coverings are
  closed on windows in the Premises while they are exposed to the direct rays
  of the sun.

  
	
   

  	
   

  
	
  22.

  	
  Deliveries
  to and from the Premises shall be made only at the times in the areas and
  through the entrances and exits reasonably designated by Landlord.  Tenant shall not make deliveries to or
  from the Premises in a manner that might interfere with the use by any other
  tenant of its premises or of the Common Areas, any pedestrian use, or any use
  which is inconsistent with good business practice.

  
	
   

  	
   

  
	
  23.

  	
  The
  work of cleaning personnel shall not be hindered by Tenant after 5:30 P.M., and cleaning work may be done
  at any time when the offices are vacant. Windows, doors and fixtures may be
  cleaned at any time.  Tenant shall
  provide adequate waste and rubbish receptacles to prevent unreasonable
  hardship to the cleaning service.

  


3






EXHIBIT F

ADDITIONAL PROVISIONS

          This
Exhibit is attached to and made a part of the Lease by and between SAOP UNION SQUARE, L.P., a Texas limited partnership
(“Landlord”) and NEW CENTURY EQUITY HOLDINGS
CORP., a Delaware corporation (“Tenant”) for space in the Building
located at 10101 Reunion Place, San Antonio, Texas, commonly known as Union
Square.

I.        PARKING.

	
   

  	
  A.

  	
  During
  the initial Term and any extensions thereof (subject to reduction if less
  than the entire Premises is extended), Tenant agrees to lease from Landlord
  and Landlord agrees to lease to Tenant a total of zero (0) unreserved parking spaces and four (4) reserved spaces (collectively,
  the “Spaces”) in, or on the roof of, the Building garage (“Garage”) for the
  use of Tenant and its employees.  No
  deductions or allowances shall be made for days when Tenant or any of its employees
  does not utilize the parking facilities or for Tenant utilizing less than all
  of the Spaces. Tenant shall not have the right to lease or otherwise use more
  than the number of reserved and unreserved Spaces set forth above.

  
	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  During
  the initial Term, Tenant shall pay Landlord, as Additional Rent in accordance
  with Article IV of the Lease, the sum of $0.00 per month, plus applicable tax
  thereon, if any, for each unreserved Space leased by Tenant and for the first
  fifteen reserved Spaces leased by Tenant hereunder, and the sum of $35.00 per
  month, plus applicable tax thereon, if any, for any reserved Space leased by
  Tenant, beyond the first fifteen, hereunder, as such rates may be adjusted
  from time-to-time to reflect the then current rate for parking in the Garage.

  
	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Except
  for particular spaces and areas designated by Landlord for reserved parking,
  all parking in the Garage and surface parking areas serving the Building
  shall be on an unreserved, first-come, first-served basis.

  
	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  Landlord
  shall not be responsible for money, jewelry, automobiles or other personal
  property lost in or stolen from the Garage or the surface parking areas
  regardless of whether such loss or theft occurs when the Garage or other
  areas therein are locked or otherwise secured. Except as caused by the negligence
  or willful misconduct of Landlord and without limiting the terms of the
  preceding sentence. Landlord shall not be liable for any loss, injury or
  damage to persons using the Garage or the surface parking areas or
  automobiles or other property therein, it being agreed that, to the fullest
  extent permitted by law, the use of the Spaces shall be at the sole risk of
  Tenant and Its employees.

  
	
   

  	
   

  	
   

  
	
   

  	
  E.

  	
  Landlord
  shall have the right from time to time to designate the location of the
  Spaces and to promulgate reasonable rules and regulations regarding the
  Garage, the surface parking areas, if any, the Spaces and the use thereof,
  including, but not limited to, rules and regulations controlling the flow of
  traffic to and from various parking areas, the angle and direction of parking
  and the like. Tenant shall comply with and cause its employees to comply with
  all such rules and regulations as well as all reasonable additions and
  amendments thereto.

  
	
   

  	
   

  	
   

  
	
   

  	
  F.

  	
  Tenant
  shall not store or permit its employees to store any automobiles in the
  Garage or on the surface parking areas without the prior written consent of
  Landlord.  Except for emergency
  repairs, Tenant and its employees shall not perform any work on any
  automobiles while located in the Garage or on the Property. If it is
  necessary for Tenant or its employees to leave an automobile in the Garage or
  on the surface parking areas overnight, Tenant shall provide Landlord with
  prior notice thereof designating the license plate number and model of such
  automobile.

  
	
   

  	
   

  	
   

  
	
   

  	
  G.

  	
  Landlord
  shall have the right to temporarily close the Garage or certain areas therein
  in order to perform necessary repairs, maintenance and improvements to the
  Garage or the surface parking areas, if any.

  


1








	
   

  	
  H.

  	
  Tenant
  shall not assign or sublease any of the Spaces without the consent of
  Landlord. Landlord shall have the right to terminate this Parking Agreement
  with respect to any Spaces that Tenant desires to sublet or assign.

  
	
   

  	
   

  	
   

  
	
   

  	
  I.

  	
  Landlord
  may elect to provide parking cards or keys to control access to the Garage or
  surface parking areas, if any. In such event, Landlord shall provide Tenant
  with one card or key for each Space that Tenant is leasing hereunder,
  provided that Landlord shall have the right to require Tenant or its
  employees to place a deposit on such access cards or keys and to pay a fee
  for any lost or damaged cards or keys.

  
	
   

  	
   

  	
   

  
	
   

  	
  J.

  	
  Landlord
  hereby reserves the right to enter into a management agreement or lease with
  an entity for the Garage (“Garage Operator”). In such event, Tenant, upon request
  of Landlord, shall enter into a parking agreement with the Garage Operator
  and pay the Garage Operator the monthly charge established hereunder, and
  Landlord shall have no liability for claims arising through acts or omissions
  of the Garage Operator unless caused by Landlord’s negligence or willful
  misconduct. It is understood and agreed that the identity of the Garage
  Operator may change from time to time during the Lease Term. In connection
  therewith, any parking lease or agreement entered into between Tenant and a
  Garage Operator shall be freely assignable by such Garage Operator or any
  successors thereto.

  


II.       ACCELERATION
OPTION.

	
   

  	
  A.

  	
  Tenant
  shall have the right to accelerate the Termination Date (“Acceleration
  Option”) of the Lease, with respect to the entire Premises only, from the
  last day of the 36th month after the Commencement Date to the last
  day of the 24th month of the Term (the “Accelerated Termination
  Date”), if:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Tenant
  is not in default under the Lease at the date Tenant provides Landlord with
  an Acceleration Notice (hereinafter defined); and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  no
  part of the Premises  is sublet for a
  term extending  past the Accelerated
  Termination Date; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  the
  Lease has not been assigned, except in connection with a Permitted Transfer;
  and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  Landlord
  receives notice of acceleration (“Acceleration Notice”) not less than 3 full
  calendar months prior to the Accelerated Termination Date.

  
	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  If
  Tenant exercises its Acceleration Option, Tenant, simultaneously with delivery
  of the Acceleration Notice shall pay to Landlord an amount equal to the
  unamortized portion of any concessions, commissions, and/or allowances
  incurred by Landlord in connection with the Premises (collectively, the
  “Acceleration Fee”) as a fee in connection with the acceleration of the
  Termination Date and not as a penalty, provided that the Acceleration Fee
  shall be increased by an amount equal to the unamortized portion of any
  concessions, commissions, and/or allowances incurred by Landlord in connection
  with any additional space leased by Tenant that is subject to acceleration
  hereunder. Tenant shall remain liable for all Base Rent, Additional Rent and
  other sums due under the Lease up to and including the Accelerated
  Termination Date even though billings for such may occur subsequent to the
  Accelerated Termination Date.  The
  “unamortized portion” of any of the foregoing shall be determined using an
  interest rate of 11% per annum. The Total
  Acceleration Fee will not exceed $10,000.00 and shall cover all items
  included in this Section II. B.

  
	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  If
  Tenant, subsequent to providing Landlord with an Acceleration Notice,
  defaults in any of the provisions of this Lease (including, without
  limitation, a failure to pay any installment of the Acceleration Fee due
  hereunder) and not cure such default in ten (10) days, Landlord, at its
  option, may (i) declare Tenant’s exercise of the Acceleration Option to be
  null and void, and any Acceleration Fee paid to Landlord shall be returned to
  Tenant, after first applying such Acceleration Fee against any past due Rent
  under the Lease, or (ii) continue to honor Tenant’s exercise of its
  Acceleration Option, in which case, Tenant shall remain liable for the
  payment of the Acceleration Fee and for all Base Rent, Additional Rent and
  other sums due under the Lease up to and including the Accelerated

  


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  Termination
  Date even though billings for such may occur subsequent to the Accelerated
  Termination Date.

  
	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  As
  of the date Tenant provides Landlord with an Acceleration Notice, any
  unexercised rights or options of Tenant to renew the Term of the Lease or to
  expand the Premises (whether expansion options, rights of first or second
  refusal, rights of first or second offer, or other similar rights), and any
  outstanding tenant improvement allowance not claimed and properly utilized by
  Tenant in accordance with the Lease as of such date, shall immediately be
  deemed terminated and no longer available or of any further force or effect.

  


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