ex10-4.htm

Exhibit
    10.4
    WATERWAY
      PLAZA ONE OFFICE LEASE

     

    Between

     

    NNN
      WATERWAY PLAZA, LLC, NNN WATERWAY PLAZA 1, LLC, NNN WATERWAY PLAZA 2, LLC,
      NNN
      WATERWAY PLAZA 3, LLC, NNN WATERWAY PLAZA 4, LLC, NNN WATERWAY PLAZA 5, LLC,
      NNN
      WATERWAY PLAZA 6, LLC, NNN WATERWAY PLAZA 7, LLC, NNN WATERWAY PLAZA 8, LLC,
      NNN
      WATERWAY PLAZA 9, LLC, NNN WATERWAY PLAZA 10, LLC, NNN WATERWAY PLAZA 11, LLC,
      NNN WATERWAY PLAZA 12, LLC, NNN WATERWAY PLAZA 13, LLC, NNN WATERWAY PLAZA
      14,
      LLC, NNN WATERWAY PLAZA 15, LLC, NNN WATERWAY PLAZA 16, LLC, NNN WATERWAY PLAZA
      17, LLC, NNN WATERWAY PLAZA 19, LLC, NNN WATERWAY PLAZA 20, LLC, NNN WATERWAY
      PLAZA 21, LLC, NNN WATERWAY PLAZA 23, LLC, NNN WATERWAY PLAZA 24, LLC, NNN
      WATERWAY PLAZA 25, LLC, NNN WATERWAY PLAZA 28, LLC, NNN WATERWAY PLAZA 29,
      LLC,
      NNN WATERWAY PLAZA 30, LLC, NNN WATERWAY PLAZA 31, LLC, AND NNN WATERWAY PLAZA
      32, LLC, EACH ONE A DELAWARE LIMITED LIABILITY COMPANY

     

    (“Landlord”)

     

    and

     

    TEXOGA
      TECHNOLOGIES CORPORATION,

     

    A
      TEXAS CORPORATION

     

    AND

     

    SAFE
      RENEWABLES CORPORATION, A TEXAS CORPORATION

     

    (collectively,
      “Tenant”)

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    


    
      	
              PARAGRAPHS:

            	
              Page

            
	 	 	 
	
              1.

            	
              BUSINESS
                POINTS

            	
              1

            
	
              2.

            	
              INTERPRETING
                THIS LEASE.

            	
              4

            
	
              3.

            	
              UNDERSTANDING
                THE PROJECT.

            	
              4

            
	
              4.

            	
              TERM

            	
              5

            
	
              5.

            	
              PREPARING
                THE PREMISES.

            	
              5

            
	
              6.

            	
              RENT
                AND SECURITY DEPOSIT.

            	
              6

            
	
              7.

            	
              EXCESS
                OPERATING EXPENSES.

            	
              6

            
	
              8.

            	
              LANDLORD
                SERVICES.

            	
              10

            
	
              9.

            	
              OCCUPANCY
                AND CONTROL.

            	
              12

            
	
              10.

            	
              TENANT’S
                COVENANTS

            	
              13

            
	
              11.

            	
              REPAIRS,
                MAINTENANCE AND ALTERATIONS.

            	
              14

            
	
              12.

            	
              ASSIGNMENT
                AND SUBLETTING BY TENANT.

            	
              15

            
	
              13.

            	
              INDEMNITY.

            	
              17

            
	
              14.

            	
              INSURANCE.

            	
              19

            
	
              15.

            	
              FIRE
                OR CASUALTY.

            	
              20

            
	
              16.

            	
              CONDEMNATION

            	
              20

            
	
              17.

            	
              DEFAULTS
                AND REMEDIES.

            	
              21

            
	
              18.

            	
              END
                OF TERM.

            	
              24

            
	
              19.

            	
              NOTICES

            	
              25

            
	
              20.

            	
              LANDLORD’S
                FINANCING

            	
              25

            
	
              21.

            	
              RIGHTS
                RESERVED BY LANDLORD

            	
              25

            
	
              22.

            	
              HAZARDOUS
                MATERIALS.

            	
              26

            
	
              23.

            	
              LANDLORD’S
                INTEREST.

            	
              26

            
	
              24.

            	
              EXECUTION
                AND SIGNING AUTHORITY

            	
              27

            
	
              25.

            	
              QUIET
                ENJOYMENT

            	
              27

            
	
              26.

            	
              SIGNAGE.

            	
              27

            
	
              27.

            	
              CONTINGENCY

            	
              28

            


    

    


    
      	
              EXHIBITS
                & RIDERS:

            	 
	
              EXHIBIT
                “A”

            	
              LEGAL
                DESCRIPTION OF THE PROJECT

            
	
              EXHIBIT
                “A-1”

            	
              LEGAL
                DESCRIPTION OF THE OFFICE COMPLEX

            
	
              EXHIBIT
                “B”

            	
              FLOOR
                PLAN OF PREMISES

            
	
              EXHIBIT
                “C”

            	
              INTENTIONALLY
                DELETED

            
	
              EXHIBIT
                “D”

            	
              CERTIFICATE
                OF ACCEPTANCE OF PREMISES

            
	
              EXHIBIT
                “E”

            	
              RULES
                AND REGULATIONS

            
	
              EXHIBIT
                “F-1”

            	
              LIABILITY
                INSURANCE CERTIFICATE

            
	
              EXHIBIT
                “F-2”

            	
              PROPERTY
                INSURANCE CERTIFICATE

            
	
              SCHEDULE
                1

            	 
	
              EXHIBIT
                “G”

            	
              JANITORIAL
                SPECIFICATIONS

            
	
              RIDER
                NO. 1

            	
              OPTION
                TO EXTEND

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    WATERWAY
      PLAZA ONE

     

    OFFICE
      LEASE

     

    FOR
      GOOD
      AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are
      acknowledged, the Landlord named below leases to the Tenant named below, and
      Tenant leases from Landlord, the Premises described below pursuant to this
      Office Lease (this “Lease”) entered into effective as
      of the Date of Lease specified below:

     

    1.           BUSINESS
      POINTS.  The key business terms used in this Lease are
      defined as follows:

     

    (a)           “Date
      of Lease”(for reference purposes only):  January 16,
      2007

     

    (b)           “Landlord”: 
      NNN Waterway Plaza, LLC, NNN Waterway Plaza 1, LLC, NNN Waterway Plaza 2, LLC,
      NNN Waterway Plaza 3, LLC, NNN Waterway Plaza 4, LLC, NNN Waterway Plaza 5,
      LLC,
      NNN Waterway Plaza 6, LLC, NNN Waterway Plaza 7, LLC, NNN Waterway Plaza 8,
      LLC,
      NNN Waterway Plaza 9, LLC, NNN Waterway Plaza 10, LLC, NNN Waterway Plaza 11,
      LLC, NNN Waterway Plaza 12, LLC, NNN Waterway Plaza 13, LLC, NNN Waterway Plaza
      14, LLC, NNN Waterway Plaza 15, LLC, NNN Waterway Plaza 16, LLC, NNN Waterway
      Plaza 17, LLC, NNN Waterway Plaza 19, LLC, NNN Waterway Plaza 20, LLC, NNN
      Waterway Plaza 21, LLC, NNN Waterway Plaza 23, LLC, NNN Waterway Plaza 24,
      LLC,
      NNN Waterway Plaza 25, LLC, NNN Waterway Plaza 28, LLC, NNN Waterway Plaza
      29,
      LLC, NNN Waterway Plaza 30, LLC, NNN Waterway Plaza 31, LLC, and NNN Waterway
      Plaza 32, LLC, each one a Delaware limited liability company (collectively,
      “Landlord”) acting by and through Triple Net Properties Realty, Inc. (“Agent”
for Landlord)

     

    (c)           “Tenant”: 
      Collectively, Texoga Technologies Corporation, a Texas corporation, and Safe
      Renewables Corporation, a Texas corporation.

     

    (d)           “Building”: 
      Office building commonly known as “Waterway Plaza One”; Street Address: 10003
      Woodloch Forest Drive, The Woodlands, Texas 77380; RSF of the
      Building:  223,516

     

    RSF
      =
      Rentable Square Feet (pursuant to Paragraph 3(a))

     

    (e)           “Premises”: 
      900, on the 9th floor of the Building, as shown on the floor plan attached
      as
Exhibit “B”.  RSF of the
      Premises:  16,384.

     

    (f)           “Term”:     Ten
      (10) years

     

    (g)           “Commencement
      Date”:      March 1,
      2007.

     

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    (h)           “Base
      Rent”:

     

    
      	 	
              Period

              (in
                months)

            	
              Annual
                Rate

              Per
                Square Foot

            	
              Annual

              Base
                Rent

            	
              Monthly

              Base
                Rent

            
	 	
              1
                -12

            	
              $31.50

            	
              $516,096

            	
              $43,008.00

            
	 	
              13-24

            	
              $32.00

            	
              $524,288

            	
              $43,690.67

            
	 	
              25-36

            	
              $33.00

            	
              $540,672

            	
              $45,056.00

            
	 	
              37-48

            	
              $33.50

            	
              $548,864

            	
              $45,738.67

            
	 	
              49-60

            	
              $34.00

            	
              $557,056

            	
              $46,421.33

            
	 	
              61-72

            	
              $34.50

            	
              $565,248

            	
              $47,104.00

            
	 	
              73-84

            	
              $35.00

            	
              $573,440

            	
              $47,786.67

            
	 	
              85-96

            	
              $35.50

            	
              $581,632

            	
              $48,469.33

            
	 	
              97-108

            	
              $36.00

            	
              $589,824

            	
              $49,152.00

            
	 	
              109-120

            	
              $36.50

            	
              $598,016

            	
              $49,834.67

            
	 	 	 	 
	 	 


    

     

    (i)           “Option
      to Extend”:  See Rider No. 1 attached hereto and incorporated
      herein.

     

    (j)           “Security
      Deposit”:  A Letter of Credit in the amount of $855,804.16 as
      more fully defined in Section 6(c) hereof.

     

    (k)           “Expense
      Stop”:  The amount, expressed as a dollar figure per RSF of
      the Building, of Operating Expenses (as defined in Paragraph 7(b))
      for calendar year 2007.

     

    (l)           “Parking
      Permits”:  Landlord agrees to make available to Tenant
      unreserved parking spaces for automobiles in the parking facilities
      (“Parking Facilities“) now or hereafter placed,
      constructed, or erected on the Office Complex (as defined herein) in a number
      equal to three and one-half (3.5) unreserved parking spaces (the
“Parking Spaces”) per 1,000 rentable square feet in the
      Premises from time to time.  Tenant may upgrade up to sixteen (16) of
      the unreserved parking spaces to reserved and shall pay Landlord’s quoted
      monthly contract rate (currently $50 per reserved space) for each reserved
      parking space made available to Tenant (a total of up to one (1) Parking Space
      per 1,000 rentable square feet may be a reserved space) reserved space up,
      plus
      any taxes thereon (the “Parking Fee“); provided that
      the Parking Fee for each of Tenant’s unreserved parking spaces shall be waived
      during the initial Term.

     

    (m)           “Permitted
      Use”:  General office, and related office uses, and for
      no other purpose, subject to Paragraph 9(a).

     

    (n)           Addresses: 
      10003 Woodloch Forest Drive, The Woodlands, Texas.

     

    
      	
              LANDLORD’S
                ADDRESSES FOR NOTICE:

               

              NNN
                Waterway Plaza, LLC

              c/o
                Triple Net Properties

              1551
                North Tustin Avenue, Suite200

              Santa
                Ana, California 92705

              Attn:  Legal
                Department

            	
              TENANT’S
                ADDRESS FOR NOTICE:

               

              Texoga
                Technologies Corporation

              10003
                Woodloch Forest Drive, Suite 900

              The
                Woodlands, Texas 77831

              Attn:  Mr.
                Steve McGuire, CEO

            
	
               

              With
                a copy to:

              Triple
                Net Properties, LLC

              2330
                Miramonte Circle East, Suite F

              Palm
                Springs, CA 92264

              Attn:  Rick
                Burnett

            	
               

              Safe
                Renewables Corporation

              1003
                Woodloch Forest Drive, Suite 900

              The
                Woodlands, Texas 77380

              Attn:  Richard
                DeGarmo

               

               

              With
                a copy to:

              Palermo
                Barr CREA

              10200
                Grogan's Mill Rd., Suite 550

              The
                Woodlands, Texas 77380

              Attn:  Kevin
                A. Barr

            
	
              LANDLORD’S
                ADDRESS FOR PAYMENTS:

               

              NNN
                Waterway Plaza, LLC

              c/o
                Triple Net Properties

              PO
                Box 676144

              Dallas,
                TX 75267-6144

               

            	 


    

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (o)           Additional
      Definitions:  In addition to the key business terms
      defined above, an index of the other defined terms used in the text of this
      Lease is set forth below, with a cross-reference to the paragraph in this Lease
      in which the definition of such term can be found:


    
      
        	
                ABS

              	
                9

              	
                Landlord’s
                  Contribution

              	18
	
                ADA

              	
                2

              	
                Landlord’s
                  Mortgagee

              	23
	
                Alterations

              	
                12

              	
                Landlord’s
                  Reletting Expenses

              	19 
	
                Applicable
                  Law

              	
                2

              	
                Landlord’s
                  Rental Damages

              	20 
	
                Beneficiary

              	
                15

              	
                Office
                  Complex

              	2 
	
                Building
                  Standard

              	
                2

              	
                Operating
                  Expenses

              	4 
	
                Certificates

              	
                17

              	
                Parking
                  Facilities

              	2 
	
                Claims

              	
                15

              	
                Parking
                  Fee

              	2 
	
                Collateral

              	
                20

              	
                Permitted
                  Use

              	10 
	
                Commencement
                  Date

              	
                3

              	Prime
                Rate	20 
	
                Common
                  Areas

              	
                3

              	
                Project

              	2 
	
                Contamination

              	
                24

              	
                Project
                  Systems

              	5 
	
                Control

              	
                13

              	
                Provider

              	10 
	
                Default
                  Rate

              	
                19

              	
                Punchlist
                  Items

              	3 
	
                Defend

              	
                15

              	
                Real
                  Estate Taxes

              	5 
	
                EOE

              	
                4

              	
                Rent

              	3 
	
                Event
                  of Default

              	
                18

              	
                Restrictive
                  Covenants

              	25 
	
                Excess
                  Operating Expenses

              	
                4

              	
                Review
                  Period

              	6 
	
                Expiration
                  Date

              	
                3

              	
                RSF

              	2 
	
                Fair
                  Rental Value

              	
                20

              	
                Rules
                  and Regulations

              	10 
	
                Fiscal
                  Year

              	
                4

              	
                Service
                  Areas

              	3 
	
                Hazardous
                  Material

              	
                24

              	
                Service
                  Interruption

              	9 
	
                Hold
                  Over

              	
                22

              	
                State

              	2 
	
                Holidays

              	
                8

              	
                Tenant
                  Parties

              	15 
	
                HVAC

              	
                7

              	
                Tenant’s
                  Contribution

              	18 
	
                Indemnify

              	
                15

              	
                Tenant’s
                  FF&E

              	17 
	
                Insurable
                  Injuries

              	
                15

              	
                Tenant’s
                  Insurable Injuries

              	15 
	
                ISO

              	
                15

              	
                Transfer

              	13
	
                Land

              	
                2

              	
                Waive

              	15 
	
                Landlord
                  Parties

              	
                15

              	 	 
	
              	
                 

              	 	 


      


      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      
2.           INTERPRETING
      THIS LEASE.

     

    (a)           Usage
      of Certain Words.  Bold italicized print in quotations
      marks, e.g., “Transfer”, indicates definition of a
      term.  A defined term includes all grammatical variations which are
      also shown with initial capital letters.  For example, the defined
      word “Transfer” includes “Transferee”, “Transferring”, “Transferred”, etc., as
      grammatically appropriate in the text.  Cross-references to other
      provisions of this Lease are in bold print following the word
“Paragraph”.  The word “including” shall not
      be construed restrictively to limit or exclude other items not
      listed.  Unless the context otherwise requires, the singular includes
      the plural and the plural the singular, and the masculine, feminine and neuter
      genders are interchangeable.  Unless otherwise specified as a business
      day, a “day” means a calendar day.

     

    (b)           Building
      Standard.  “Building Standard“
means the type, brand, quantity or
      quality of materials, equipment, services,
      insurance coverages, methods, scheduling and usages Landlord designates or
      determines from time to time to be standard for the Building or the
      Project.

     

    (c)           Applicable
      Law.  “Applicable Law“ means
      all laws, statutes, ordinances, court rulings, regulations, guidelines, public
      or private restrictions and requirements now or hereafter adopted by any
      governmental or other authority, board of fire underwriters, utility company,
      property association, declarant or similar body, affecting the Project or this
      Lease, including Title III of The Americans with Disabilities Act of 1990,
      the
      Accessibility Guidelines for Buildings and Facilities and any other law
      pertaining to disabilities and architectural barriers (collectively,
“ADA“) and the regulations, guidelines, restrictions
      or requirements of The Woodlands Commercial Owners Association, Inc. and The
      Woodlands Town Center Owner’s Association.  The validity, performance
      and enforcement of this Lease are governed by the Applicable Law of the state
      of
      Texas (“State“).  All obligations under this
      Lease are performable in Montgomery County, which shall be venue for all legal
      actions.

     

    (d)           Entire
      Agreement.  This Lease contains the parties’ entire
      agreement regarding the subject matter hereof.  There are no
      representations or warranties between the parties not contained in this
      Lease.  No amendment of this Lease shall be effective unless in
      writing and duly signed by the party against whom enforcement is
      sought.  Any invalidated provision of this Lease shall be severed
      from, and shall not impair the validity of, this Lease.  The exhibits
      and riders attached hereto are incorporated herein and made a part of this
      Lease
      for all purposes.

     

    3.           UNDERSTANDING
      THE PROJECT.

     

    (a)           Project
      and Rentable Area.  The
“Project“ consists of the tract of land described
      on
Exhibit ”A” (the “Land“),
      the Building and all appurtenant parking facilities on the Land, landscaping,
      fixtures, Common Areas, service buildings and related improvements now or
      hereafter constructed thereon or on land acquired by Landlord (or its
      affiliates) and added to the Project from time to time.  The
“Office Complex“ consists of the Project, together
      with the adjacent land described on Exhibit ”A-1”
      and the office building and other improvements located thereon and
      all
      appurtenant parking facilities on such land, landscaping, fixtures, common
      areas, service buildings and related such improvements now or hereafter
      constructed thereon or on land acquired by Landlord (or its affiliates) and
      added to the Office Complex from time to time.  The
“RSF“ is the then-current square footage of rentable
      area of a given space calculated using Building Standard methods of measurement,
      which is currently BOMA.

     


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


     

    (b)           Common
      Areas and Service Areas.  Landlord grants Tenant a
      non-exclusive right to use the Common Areas during the Term for their intended
      purposes, in common with others and subject to the provisions of this
      Lease.  “Common Areas“ are all present and
      future areas, facilities and equipment in the Project designated by Landlord
      for
      the common use of the occupants of the Building and their respective customers,
      employees and invitees, including walkways, and driveways, lobbies, landscaped
      areas, loading areas, public corridors, public restrooms, stairs and elevators,
      and drinking fountains.  “Service Areas“ are
      all present and future areas, facilities and equipment serving the Project
      which
      are not generally accessible to Tenant or other occupants of the Building,
      including mechanical, telecommunications, electrical and similar rooms, roof,
      risers and HVAC equipment areas.

     

    4.           TERM.  The
      Term shall commence on the date set forth in Paragraph 1(g) of
      this Lease (the “Commencement Date“), and shall end on
      the last day of the calendar month in the month in which the Term set forth
      in
Paragraph 1(f) would otherwise expire (the
“Expiration Date“).  Landlord shall not be
      liable or responsible for Claims made or incurred by Tenant due to any delay
      in
      tendering the Premises.  If the Term is extended, the Expiration Date
      shall be the last day of the calendar month in which the extended Term would
      otherwise expire.  If the Lease is terminated prior to the Expiration
      Date, the effective date of termination shall become the Expiration Date, except
      for purposes of Paragraph 17.

     

    Notwithstanding
      the foregoing, Tenant
      may have access to and may occupy the Premises commencing on January 15, 2007,
      provided that Tenant shall deliver to Landlord evidence that the insurance
      required under Section 14(b) of this Lease has been obtained, and such
      entry shall be subject to all of the terms and conditions of the Lease, except
      that Tenant shall not be required to pay Base Rent with respect to the period
      of
      time prior to the Commencement Date during which Tenant occupies the
      Premises.

     

    5.           PREPARING
      THE PREMISES.

     

    (a)           Condition.  Tenant
      agrees to accept the Premises “as-is” and hereby acknowledges that Landlord has
      not undertaken to perform any alteration or improvement to the
      Premises.

     

    (b)           Acceptance.  By
      taking possession of the Premises, and to the fullest extent permitted by
Paragraph 13(f), Tenant
      Waives (i) any Claims due to defects in the Premises and/or the Project except
      (A) minor finish adjustments in work performed by Landlord
      (“Punchlist Items“) specified in reasonable detail by
      Tenant contemporaneously with taking possession, and (B) latent defects in
      Landlord’s work of which Tenant notifies Landlord within 180 days after taking
      possession; and (ii) all express and implied warranties of suitability,
      habitability and fitness for any particular purpose.  Except to the
      extent otherwise expressly provided in this Lease, Tenant Waives the right
      to
      terminate this Lease due to Punchlist Items or the condition of the Premises,
      the Building or the Project.  Tenant shall, within 15 days after
      Landlord’s request, execute and deliver a Certificate of Acceptance of the
      Premises substantially in the form attached as
Exhibit ”D”.

     


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    6.           RENT
      AND SECURITY DEPOSIT.

     

    (a)           Definition.  The
      term “Rent“ includes Base Rent, Tenant’s Share (as
      defined below) of Excess Operating Expenses and any and all other sums payable
      by Tenant under this Lease.  All Rent (plus any applicable taxes
      thereon) shall be payable to Landlord at the Address for Payments set forth
      above, or to such other place or entity as may from time to time be designated
      in writing by Landlord, in lawful money of the United States of
      America.  Tenant shall pay Landlord monthly installments of Base Rent
      and Excess Operating Expenses in advance on or before the first day of each
      calendar month during the Term, without deduction, setoff or prior request
      for
      payment.  Rent for any partial month shall be prorated on a daily
      basis based on a 365-day calendar year.  Tenant may make Rent payments
      by electronic transfer in accordance with Landlord’s instructions.

     

    (b)           Base
      Rent.  Beginning on the Commencement Date, Tenant shall
      pay Landlord the Base Rent.  Concurrently with its execution of this
      Lease, Tenant shall pay Landlord prepaid rent equal to the aggregate Base Rent
      payable through the end of the first full calendar month of the
      Term.

     

    (c)           Security
      Deposit.  As additional security for the performance by
      Tenant of Tenant’s covenants and obligations under this Lease, Tenant shall
      deliver to Landlord concurrently herewith an unconditional, irrevocable letter
      of credit (the "Letter of Credit"), it being expressly understood that such
      Letter of Credit shall not be considered an advance payment of Rent or a measure
      of Tenant’s liability for damages in case of default by Tenant.  The
      Letter of Credit shall:  (a) be in the amount of
      $855,804.16;  (b) be in form and substance satisfactory to Landlord
      and Tenant; (c) name Landlord as its beneficiary; (d) be drawn on an FDIC
      insured financial institution satisfactory to the Landlord; (e) expressly allow
      Landlord to draw upon it the amount of default in the event that the Tenant
      is
      in default under the Lease by delivering to the issuer of the Letter of Credit
      a
      sworn written affidavit that Tenant is in default under the terms of the Lease
      and Landlord is entitled to draw thereunder the amount set forth in the draw
      request pursuant to the terms of this Lease; (f) expressly state that it will
      be
      honored by the issuer without inquiry into the accuracy of any such notice
      or
      statement made by Landlord; (g) expressly permit multiple or partial draws
      up to
      the stated amount of the Letter of Credit; (h) expressly provide that it is
      transferable to any successor of Landlord; and (i) expire no earlier than 30
      days following the end of the 120th calendar month following the Commencement
      Date, or provide that it can be drawn in full if it is not replaced at least
      10
      days prior to its expiry date by an identical (except for a later expiry date)
      letter of credit.  Provided Tenant is not in default under this Lease
      and no late payments of rent occur during the year in question, following the
      end of the 36th calendar month after the Commencement Date, and annually
      thereafter through the 96th calendar month after the Commencement Date, Tenant
      may replace and substitute the Letter of Credit with another Letter of Credit
      that reduces annually in a proportionate amount over years four through eight
      of
      the Lease Term, reducing to an amount at the end of the eighth Lease Year to
      the
      sum of two months Base Rent at the rate in effect during the eighth year of
      the
      Term.

     

    7.           EXCESS
      OPERATING EXPENSES.

     

    (a)           Calculation.  During
      the Term, Tenant shall pay Landlord Tenant’s Share of the amount (prorated for
      any partial Fiscal Year) by which Operating Expenses for each Fiscal Year exceed
      the Expense Stop multiplied by the RSF of the Building (“Excess
      Operating Expenses“ or
“EOE“).  As used herein, the term
“Fiscal Year“
shall
      mean Landlord’s fiscal year for
      accounting purposes which currently is the 12-month period beginning January
      1
      and ending December 31.  Landlord shall have the right to change the
      Fiscal Year, from time to time, and, in such event, Landlord shall notify Tenant
      in writing of such change.  Tenant’s Share is equal to the RSF of
the
      Premises divided by the RSF of the Building.  Operating Expenses are
      computed on an accrual basis in accordance with sound accounting principles
      consistently applied.  If the Building is less than one-hundred
      percent 100% occupied or Building Standard services are not provided to the
      entire Building during any Fiscal Year, all Operating Expenses which vary
      directly with occupancy shall be “grossed-up” by Landlord as if the Building had
      been fully occupied and Building Standard services had been provided to the
      entire Building during such Fiscal Year.  Tenant acknowledges that the
      Project is part of a multi-use complex comprised of the Office Complex, the
      Parking Facilities and that the Project will enjoy shared benefits with other
      owners, tenants, occupants or invitees of such multi-use complex.  The
      Project will bear an allocation of Operating Expenses attributable to the Office
      Complex and the Parking Facilities in accordance with Schedule
      1.

     


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


     

    (b)           Operating
      Expenses.  “Operating Expenses“
are all costs and expenditures of
      every kind incurred by Landlord in connection
      with the ownership, operation, maintenance, management (inclusive of the
      management fee charged to the Project in the amount of six percent (6%) of
      gross
      rents), repair and security of the Project (and, to the extent set forth in
      Schedule 1, of the Office Complex), including Landlord’s
      personal property used in connection with the Project and including all costs
      and expenditures within the following expense categories, except to the extent
      excluded in subsection “e” below:

     

    (i)           Operation,
      maintenance, repair and replacements, including the mechanical, electrical,
      plumbing, HVAC, vertical transportation, fire prevention and warning and
      security systems (collectively, “Project Systems“);
      materials and supplies (such as light bulbs and ballasts); equipment and tools;
      floor, wall and window coverings; personal property; required or beneficial
      easements; and related service agreements and rental expenses.

     

    (ii)           Administrative
      and management fees, including accounting, information and professional services
      (except for negotiations and disputes with specific tenants not affecting other
      parties); management office(s); and wages, salaries, benefits, reimbursable
      expenses and taxes (or allocations thereof) for full and part time personnel
      involved in operation, maintenance and management.

     

    (iii)           Janitorial
      service; window cleaning; waste disposal; gas, water and sewer charges
      (including add-ons); and landscaping, including all applicable tools and
      supplies.

     

    (iv)           Property,
      liability and other insurance coverages carried by Landlord, including
      deductibles and an allocation of a portion of the cost of blanket insurance
      policies maintained by Landlord and/or its affiliates.

     

    (v)           Real
      estate taxes, assessments, business taxes, franchise or margin taxes, excises,
      association dues (including annual assessments of The Woodlands Commercial
      Owners Association, Inc. and The Woodlands Town Center Owner’s Association),
      fees, levies, charges and other taxes of every kind and nature whatsoever,
      general and special, extraordinary and ordinary, foreseen and unforeseen,
      including interest on installment payments, which may be levied or assessed
      against or arise in connection with ownership, use, occupancy, rental, operation
      or possession, or substituted, in whole or in part, for a tax previously in
      existence by any taxing authority, or paid as rent under any ground lease
      (collectively, “Real Estate
      Taxes“).  Real Estate Taxes do not include Landlord’s
      income or estate taxes (except to the extent such excluded taxes are assessed
      in
      lieu of taxes included above).

     


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    (vi)           Compliance
      with Applicable Law, including license, permit and inspection fees; and all
      expenses and fees, including attorneys’ fees and court costs, incurred in
      negotiating or contesting real estate taxes or the validity and/or applicability
      of any governmental enactments which may affect Operating Expenses; provided
      Landlord shall credit against Operating Expenses any refunds received from
      such
      negotiations or contests to the extent originally included in Operating Expenses
      (less Landlord’s costs).  Goods and services purchased from Landlord’s
      subsidiaries and affiliates to the extent the cost of same is generally
      consistent with rates charged by unaffiliated third parties for similar goods
      and services (except no such limitation shall apply in
      emergencies).

     

    (vii)           Amortization
      of capital expenditures incurred: (A) to conform with Applicable Law; (B) to
      provide or maintain Building Standards, including replacement (as opposed to
      additions or new improvements) of items located in the Common Areas and other
      facilities used in connection with the Building, or involving the exterior
      of
      the Building, including the roof and structural elements; or (C) with the
      intention of promoting safety or reducing or controlling increases in Operating
      Expenses, such as lighting retrofit and installation of energy management
      systems.  Each such expenditure shall be depreciated or amortized
      uniformly over a reasonable period of time determined by Landlord, together
      with
      interest on the undepreciated or unamortized balance at the Prime Rate plus
      2%.

     

    (viii)           The
      costs incurred by Landlord for all (A) electrical services used in the
      operation, maintenance and use of the Project; (B) sales, use, excise and other
      taxes assessed by governmental authorities on electrical services supplied
      to
      the Project, and (C) other costs of providing electrical services to the
      Project.

     

    (c)           Estimated
      Monthly Payments.  During each Fiscal Year of the Term,
      Tenant shall pay Landlord, in advance concurrently with each monthly payment
      of
      Base Rent, 1/12th of Landlord’s goodfaith estimate of the EOE to be payable by
      Tenant for such calendar year.  Within 120 days following the
      completion of each Fiscal Year, or as soon thereafter as practical, Landlord
      shall furnish Tenant a statement of actual Operating Expenses for the preceding
      Fiscal Year.  Provided no uncured Event of Default then exists
      hereunder (and no condition exists which, with the passage of time or giving
      of
      notice, would become an Event of Default), Landlord shall promptly refund any
      overpayment to Tenant for the prior Fiscal Year (or, at Landlord’s option, apply
      such amount against Rent due or to become due hereunder).  Likewise,
      Tenant shall, within 30 days of Landlord’s invoice, pay Landlord any
      underpayment for the prior Fiscal Year.  The foregoing obligations
      shall survive the Expiration Date.  Landlord may alter its billing
      procedures at any time, including adjusting estimated EOE based on actual or
      expected increases in Operating Expenses.  In no event shall Base Rent
      be reduced if Operating Expenses per RSF for any Fiscal Year are less than
      the
      Expense Stop.

     

    (d)           Right
      to Audit.  Tenant shall have the right for a period of 30
      days after Landlord delivers to Tenant the statement of Landlord’s Actual
      Operating Expenses for the previous Fiscal Year (the “Review
      Period“) to cause a certified public accounting firm of recognized
      national standing to audit and/or inspect that portion of Landlord’s books and
      records pertaining only to the Actual Operating Expenses for such preceding
      calendar year; provided (i) such audit and/or inspection commences within
      30 days after Landlord makes such books and records available to Tenant’s
      auditor and thereafter proceeds reasonably to conclusion, (ii) such audit
      and/or inspection does not unreasonably interfere with the conduct of Landlord’s
      business, (iii) both Tenant and the accounting firm conducting the audit
      and/or inspection executes a confidentiality agreement for the benefit of
      Landlord, in the form reasonably requested by Landlord, prior to the
      commencement of the audit or inspection, (iv) such audit is not conducted
      for a contingent fee, and (v) the firm’s report reflecting the results of
      such audit is promptly delivered to Landlord.  This
      paragraph shall not be construed to limit or abate Tenant’s obligation to pay
      the Additional Rental when due as set forth hereinabove.  If such
      audit conducted by Tenant discloses that Tenant has overpaid or underpaid
      Tenant’s proportionate share of Actual Operating Expenses, then, after
      verification of such audit by Landlord or by accountants selected by Landlord,
      any overpayment shall, at Landlord’s election, either be refunded to Tenant (so
      long as Tenant is not then in default of any of the terms of this Lease, in
      which event such overpayment shall be applied against any amount Tenant owes
      as
      a result of such default) within 30 days after the verification of the audit
      or
      credited against Rent obligations next due, and any underpayment shall be paid
      to Landlord within 30 days after the verification of the
      audit.  Should the audit disclose that the amount the Landlord
      invoiced which the Tenant paid was over 5% greater than the Actual Operating
      Expenses per audit, the reasonable third party out of packet cost of such audit,
      not to exceed $1,500, shall be borne by the Landlord.

     


    
      
        
        

      

      
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    (e)           Operating
      Expenses shall not include: the following:

     

    
      	
               

            	
              (i)

            	
              Repairs
                or other work occasioned by (1) fire, windstorm, or other casualty
                of the
                type which Landlord has insured (to the extent Landlord has received
                insurance proceeds and provided that the amount of any deductible
                paid by
                Landlord shall be included in Operating Expenses), or (2) the exercise
                of
                the right of eminent domain (to the extent Landlord has received
                insurance
                proceeds and provided that the amount of any deductible paid by Landlord
                shall be included in Operating
                Expenses);

            


    

     

    
      	
               

            	
              (ii)

            	
              Leasing
                commissions, brochures, marketing supplies, attorney’s fees, costs, and
                disbursements and other expenses occurred in connection with the
                negotiation of lease with prospective
                tenants;

            


    

     

    
      	
               

            	
              (iii)

            	
              Rental
                concessions granted to specific tenants and expenses incurred in
                renovating or otherwise improving or decorating, decorating, painting,
                or
                redecorating space for specific tenants in tenant occupied space,
                other
                than ordinary repairs and maintenance supplied to all
                tenants;

            


    

     

    
      	
               

            	
              (iv)

            	
              Landlord’s
                costs of electricity and other services sold or provided to tenants
                in the
                Building and for which Landlord is entitled to be reimbursed by such
                tenants as a separate additional charge or rental over and above
                the rent
                under the lease with such tenant;

            


    

     

    
      	
               

            	
              (v)

            	
              All
                items (including repairs) and services for which Tenant or other
                tenants
                pay directly to third parties or for which Tenant or other tenants
                reimburse Landlord (other than through Basic
                Costs);

            


    

     

    
      	
               

            	
              (vi)

            	
              General
                advertising and promotional
                expenses;

            


    

     

    
      	
               

            	
              (vii)

            	
              Costs
                incurred in connection with the sale, financing, refinancing, mortgaging
                or sale of the Building or Property, including brokerage commissions,
                attorneys’ and accountants’ fees, closing costs, title insurance premiums,
                transfer taxes and interest
                charges;

            


    

     

    
      	
               

            	
              (viii)

            	
              Costs
                incurred by Landlord for trustee’s fees, partnership organizational
                expenses and accounting fees to the extent relating to Landlord’s general
                corporate overhead and
                general administrative expenses (but not excluding management fees
                as
                provided for above);

            


    

     

    
       

      
        	
                 

              	
                (ix)

              	
                Attorneys’
                  fees, costs and disbursements and other expenses incurred in connection
                  with tenants or other occupants of the Building or with prospective
                  tenants (other than attorneys’ fees, costs and disbursements and other
                  expenses incurred by Landlord in seeking to enforce Building rules
                  and
                  regulations).

              


      

       

    


    
      
        
        

      

      
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    8.           LANDLORD
      SERVICES.

     

    (a)           Basic
      Services.  Landlord shall, as an Operating Expense,
      furnish the following services to the Premises (to which services Landlord
      may
      at any time and from time to time make reasonable
      changes):  (i) running tap water from the local utility at the
      supply points provided for general tenant use; (ii) heating, ventilating
      and air conditioning (“HVAC“), in season, on weekdays
      between 7:00 a.m. and 6:00 p.m. and Saturdays by request between 8:00 a.m.
      and
      1:00 p.m., excluding New Year’s Day, Memorial Day, July 4, Labor Day,
      Thanksgiving Day, the Friday after Thanksgiving Day, Christmas Day, and any
      generally recognized business holidays adopted by Landlord for the Project
      (collectively, “Holidays“); (iii) janitorial
      service 5 days per week (excluding Holidays); (iv) annual exterior window
      washing; (v) non-exclusive passenger elevators sufficient for ingress and
      egress to the Premises, subject to proper authorization and the Rules and
      Regulations; (vi) routine maintenance of the Common and Service Areas; and
      (vii) replacement of Building Standard light bulbs, tubes and
      ballasts.

     

    (b)           Electrical
      Service.

     

    (i)           Landlord
      shall furnish Building Standard electrical service to the Premises sufficient
      to
      operate customary lighting, office machines and other equipment of similar
      low
      electrical consumption.  Landlord may, at any time and from time to
      time, calculate Tenant’s actual electrical consumption in the Premises either by
      a survey conducted by a reputable consultant selected by Landlord, or through
      separate meters installed, maintained and read by Landlord.  If such
      survey determines that Tenant’s use of electrical service exceeds ABS, Tenant
      shall pay for the cost of installing and maintaining the
      submeter.  Any ABS electrical consumption determined by survey shall
      be paid by Tenant in accordance with Paragraph
      8(d).

     

    (ii)           Landlord
      reserves the right to select the provider of electrical services to the Building
      and/or the Project.  To the fullest extent permitted by Applicable
      Law, Landlord shall have the continuing right, upon 30 days written notice,
      to
      change such utility provider and install a submeter for the Premises at Tenant’s
      expense.  All charges and expenses incurred by Landlord due to any
      such changes in electrical services, including maintenance, repairs,
      installation and related costs, shall be included in the electrical services
      costs referenced in Paragraph 7(b)(viii), unless paid
      directly by Tenant.

     

    (iii)           If
      submetering is installed for the Premises, Landlord may charge for Tenant’s
      actual electrical consumption monthly in arrears at commercially reasonable
      rates determined by Landlord, except as to electricity directly purchased by
      Tenant from third party providers.  Even if the Premises are
      submetered, Tenant shall remain obligated to pay Tenant’s Share of the cost of
      electrical services as provided in Paragraph 7(b)(viii),
      except that Tenant shall be entitled to a credit against electrical services
      costs equal to that portion of the amounts actually paid by Tenant separately
      and directly to Landlord which is attributable to Building Standard electrical
      services submetered to the Premises.

     

    (c)           Parking.

     

    (i)           Landlord
      shall provide the parking described in Paragraph
      1.  No deductions from the monthly charge shall be made for
      days on which the Parking Facilities are not used by Tenant.  Landlord
      shall have the continuing right to change the designation of parking spaces,
      including Reserved Spaces, to a reasonably comparable
      location.  Tenant, its employees, contractors and invitees, shall at
      all times comply with the applicable parking rules issued from time to
      time.  Neither Tenant nor its employees shall use any parking spaces
      designated for visitors or other occupants of the Project.  Tenant
      shall, within 15 days of Landlord’s written request, furnish Landlord a complete
      list of license plate numbers for all vehicles operated by any Tenant
      Party.  Tenant’s sole remedy for any period during which Tenant’s use
      of any parking is precluded for any reason shall be abatement of parking charges
      for such precluded permits.

     


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


     

     

    (ii)           During
      the initial Term, visitor parking shall be provided to Tenant at no
      charge.  If at any time during the Term, Landlord offers reserved
      visitor parking to other tenants of the Office Complex (other than Huntsman
      LLC
      and Northern Trust), Tenant shall have the right, on not less than 30 days’
prior written notice to Landlord, to rent up to 2 reserved parking spaces for
      the use of visitors to the Premises.  Tenant shall pay Landlord’s
      quoted monthly contract rate for each such space, plus any applicable tax;
      provided that such rate shall not exceed $50.00 per month per space during
      the
      initial Term.

     

    (iii)           The
      Parking Fee (and the fee for any reserved visitor space rented by Tenant in
      accordance with subparagraph (ii)) shall be
      paid to Landlord as
      additional Rent on or before the 1st business
      day of
      each month during the Term.  If the Term is renewed or extended, the
      Parking Fee may be adjusted by Landlord to the then prevailing rates being
      charged for parking spaces in the parking facilities at the Project for Reserved
      or unassigned spaces, as applicable.  Notwithstanding anything
      contained herein to the contrary, the Reserved Parking Spaces shall only be
      reserved during the hours of 8:00 a.m. to 5:00 p.m., Monday through
      Friday.

     

    (iv)           Tenant
      acknowledges that the Parking Facilities may be subject to shared use by parties
      living, working, occupying or visiting buildings adjacent to or in the immediate
      vicinity of the Building.  Neither Landlord’s obligation to provide
      parking pursuant to this Lease nor the Parking Fee shall be reduced by virtue
      of
      such shared use, although shared users shall also be obligated to bear an
      equitable allocation of the Operating Expenses attributable to the Parking
      Facilities, as determined by Landlord.

     

    (d)           ABS
      Services.  Building Standard services are furnished based
      upon Building Standard (i) leasehold improvements; (ii) population
      density; (iii) electrical consumption; (iv) electrical design
      capacity; and (v) hours of operation (not to exceed 61 hours per week), and
      any other applicable qualifications set forth in this
      Lease.  “ABS“ means over and above Building
      Standard (including related modifications and equipment changes).  All
      requests for ABS services, whether HVAC, electrical, janitorial or other
      services, shall be made in writing and are subject to Landlord’s prior written
      approval, which may include, as a condition to such approval, the imposition
      of
      restrictions or other requirements by Landlord.  Landlord shall
      install any equipment or other modifications necessary to furnish any approved
      ABS services, all at Tenant’s expense (including all related consulting,
      acquisition, installation and maintenance costs).  Unless otherwise
      specified in this Lease, Tenant shall, within 15 days of invoicing, pay the
      foregoing expenses, plus a 15% administrative fee, and Landlord’s then-quoted
      standard charges for any ABS services furnished to or necessitated by any Tenant
      Party.  Landlord may withhold its consent to any ABS services or,
      having previously granted consent, terminate or suspend any ABS services (and
      remove any related equipment or modifications at Tenant’s expense), if (A)
      Landlord determines the provision or continuation of such ABS services could
      damage the Building or Project Systems, create a dangerous condition, entail
      unreasonable Alterations or expense, or disturb other tenants in the Building;
      or (B) there exists an Event of Default or other condition which, with the
      passage of time or giving of notice, would become
      an
      Event of Default.  ABS HVAC shall be furnished upon Tenant’s written
      request given no later than 12:00 noon of the preceding business
      day.

     


    
      
        
        

      

      
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    (e)           Service
      Interruptions.  Upon interruption of any service
      furnished by Landlord under this Lease (a “Service
      Interruption“) other than a Service Interruption for scheduled
      maintenance, tests and inspections, Tenant shall immediately notify Landlord,
      in
      which event Landlord shall use commercially reasonable efforts to restore such
      service to the Premises.  No Service Interruption shall
      (i) constitute a breach by Landlord under this Lease; (ii) relieve
      Tenant of any obligation under this Lease (except as provided below); or
      (iii) be deemed a constructive eviction of Tenant from the
      Premises.  Commencing on the 11th consecutive
      business day of any Service Interruption within Landlord’s control, and except
      to the extent such Service Interruption is caused by a Tenant Party, Tenant
      shall, as its sole remedy, be entitled to an equitable diminution of Base Rent
      based upon the pro rata portion of the Premises rendered unfit for occupancy
      for
      the Permitted Use.  In the event of any conflict between this
Paragraph 8(e) and the casualty and condemnation
      provisions of Paragraphs 15 and 16,
      the latter shall control.  Except as provided in the preceding
      sentence, and to the fullest extent permitted by Paragraph
      13(f), Tenant Waives all Claims
      against the Landlord Parties arising from Service Interruptions.

     

    (f)           Third
      Party Services.  If Tenant desires any service which
      Landlord has not specifically agreed to provide in this Lease, such as private
      security systems or telecommunications services serving the Premises, Tenant
      may, subject to the requirements of this paragraph and elsewhere in this Lease,
      procure such service directly from a reputable third party service provider
      (“Provider“) for Tenant’s own
      account.  Tenant shall require each Provider to comply with the Rules
      and Regulations, Applicable Law and Landlord’s reasonable policies and practices
      for the Building.  Tenant acknowledges Landlord’s current policy that
      requires all Providers utilizing any areas of the Building outside the Premises
      to be approved by Landlord and to enter into a written agreement acceptable
      to
      Landlord prior to gaining access to, or making any installations in or through,
      such areas.  Accordingly, Tenant shall give Landlord advance written
      notice sufficient for such purposes.

     

    9.           OCCUPANCY
      AND CONTROL.

     

    (a)           Permitted
      Uses.  The Premises shall be used by Tenant (and its
      permitted Transferees) solely for the “Permitted Use”
consistent with Building Standard services, population
      density and hours of
      operation.  The following ancillary uses shall not be permitted in the
      Premises unless they are strictly limited to the exclusive use of Tenant’s
      employees and do not, in the aggregate, occupy more than 10% of the RSF of
      the
      Premises or of any single floor (whichever is less): credit union; data
      processing; schools, training and other educational purposes; telemarketing;
      collection agency; reservation centers; or storage.  Tenant agrees
      that the following uses are expressly prohibited in the Premises: government
      offices or agencies; medical treatment and health care; restaurants and other
      retail uses; customer service offices of a public utility company; or any other
      purpose which would, in Landlord’s reasonable opinion, impair the reputation or
      quality of the Building, create unreasonable or excessive demands or loads
      on
      any Project Systems, Common Areas, Service Areas or parking facilities, impair
      Landlord’s efforts to lease space or otherwise interfere with the operation of
      the Project.

     

    (b)           Rules
      and Regulations.  During the Term, Tenant shall comply
      with the “Rules and Regulations“ established by
      Landlord for the Project, as amended from time to time.  The current
      Rules and Regulations are attached as Exhibit
“E”.  This Lease shall control in the
      event of
      any
      conflict between this Lease and any Rules and Regulations.  Landlord
      shall not discriminate in its application of the rules and Regulations unless
      it
      deems such application commercially reasonable.

     


    
      
        
        

      

      
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    (c)           Consents.  Where
      Landlord’s consent or approval is required in this Lease, Landlord may withhold
      such consent or approval in its sole discretion, except as otherwise specified
      in the applicable provision.  If Tenant requests Landlord’s consent or
      approval under any provision of this Lease and Landlord fails or refuses to
      give
      such consent or approval, Tenant’s sole remedy shall be an injunction or an
      action for specific performance.

     

    (d)           Tenant’s
      Security Responsibilities.  Tenant shall (1) lock the
      doors to the Premises and take other reasonable steps to secure the Premises
      and
      the personal property of all Tenant Parties (defined in Section
13) and
      any of Tenant’s transferees,
      contractors or licensees in the Common Areas and parking facilities of the
      Building and Project, from unlawful intrusion, theft, fire and other hazards;
      (2) keep and maintain in good working order all security and safety devices
      installed in the Premises by or for the benefit of Tenant (such as locks, smoke
      detectors and burglar alarms); and (3) cooperate with Landlord and other tenants
      in the Building on Building safety matters.  Tenant acknowledges that
      any access control or safety measures employed by Landlord are for the
      protection of Landlord’s own interests; that Landlord is not a guarantor of the
      security or safety of the Tenant Parties or their property; and that such
      security and safety matters are the responsibility of Tenant and the local
      law
      enforcement authorities.

     

    (e)           Balcony
      Use.  Tenant shall have access to a balcony (the
“Balcony”) accessible to both Tenant and another tenant
      in the
      Building.  Tenant hereby agrees to use the Balcony in accordance with
      the Rules and Regulations.  Tenant agrees that the portion of the
      Balcony immediately in front of the other tenant’s premises shall not be
      obstructed by Tenant, its employees, contractors or agents, nor shall Tenant,
      its employees, contractors or agents make any unreasonable noise on the Balcony
      which would cause the disturbance of the other tenant in the
      Building.

     

    10.           TENANT’S
      COVENANTS.  Tenant covenants and agrees as
      follows:

     

    (a)           Tenant’s
      Operations.  Tenant shall, at its expense, promptly
      comply with Applicable Law in its use and occupancy of the Premises (including
      construction of Alterations required by Applicable Law).  Tenant shall
      not do or permit anything to be done in the Premises which shall in any way
      (i) obstruct or interfere with the operation of the Project or with the
      rights of other tenants of the Project; (ii) injure, disturb or annoy other
      tenants of the Project, including the emission of offensive odors, noises or
      vibrations; (iii) tend to harm the reputation of Landlord or the Project;
      (iv) deceive or defraud the public; or (v) cause an increase in
      Landlord’s insurance premiums.

     

    (b)           No
      Recordation or Liens.  Tenant shall not record this Lease
      (or a memorandum thereof).  Tenant shall not in any way encumber any
      interest in the Premises or the Project, and shall cause any liens arising
      from
      acts or omissions of a Tenant Party or due to a Claim against a Tenant Party
      to
      be promptly discharged by payment, bonding or otherwise.  If Tenant
      fails to timely discharge any such lien, Landlord may, without further notice
      to
      Tenant, discharge such lien in any reasonable manner determined by Landlord
      on
      Tenant’s behalf and at Tenant’s expense, payable within 30 days of Landlord’s
      invoice.

     

    (c)           Security.  Tenant
      shall (i) take reasonable steps to secure the Premises and the personal
      property of all Tenant Parties in the Common Areas and Parking Facilities of
      the
      Project, from unlawful intrusion, theft, fire and other hazards; (ii) keep
      and maintain in good working order all ABS security devices installed in the
      Premises (such as locks, smoke detectors and burglar alarms), which shall be
      integrated
      with any other Building security systems; and (iii) cooperate with Landlord
      and other tenants in the Project on security matters.  Tenant
      acknowledges that Landlord is not a guarantor of the security or safety of
      the
      Tenant Parties or their property, and that such matters are the responsibility
      of Tenant and the local law enforcement authorities.

     


    
      
        
        

      

      
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    (d)           Taxes.  Tenant
      shall promptly pay directly to the taxing authority all sales and/or ad valorem
      taxes now or hereafter levied on Tenant’s personal property and ABS leasehold
      improvements.  To the extent Tenant’s ABS leasehold improvements are
      not separately assessed, Landlord may make appropriate allocation of taxes
      to
      Tenant to avoid inequitable treatment of other tenants in the
      Building.  Tenant Waives all rights under Applicable Law to protest
      appraised values or receive notice of reappraisal regarding the Project
      (including Landlord’s personalty), irrespective of whether Landlord contests
      same.  To the extent such Waiver is prohibited, Tenant appoints
      Landlord as Tenant’s attorney-in-fact, coupled with an interest, to appear and
      take all actions which Tenant would otherwise be entitled to take under
      Applicable Law.

     

    (e)           Third
      Party Commissions.  Tenant represents and warrants that
      no broker or agent has represented Tenant in connection with this Lease except
      Palermo Barr CREA, which is acting as Tenant's agent and Transwestern Commercial
      Services, which is acting as Landlord’s agent in connection with this
      Lease.  Tenant shall Indemnify and Defend each Landlord Party against
      any Claims for real estate commissions or fees in connection with this Lease
      made by any party Claiming through Tenant.

     

    (f)           Estoppel
      Letters and Financial Statements.  Within 5 business days
      after written request, Tenant shall execute and deliver to Landlord and/or
      its
      designee (i) a current and complete financial statement for Tenant
      certified as true and correct by Tenant’s chief financial officer; and
      (ii) an estoppel letter certifying (A) as true and correct, a copy of
      this Lease and any amendments; (B) the then-effective business terms under
Paragraph 1; (C) whether Landlord is in default and, if
      so, the nature of such default; (D) the date to which Rent has been paid;
      and (E) any other matters Landlord, Landlord’s Mortgagee or any prospective
      purchaser may require; provided such statements are true and
      accurate.  Tenant’s failure to timely execute and return the requested
      estoppel letter shall be conclusive evidence of the matters set forth
      therein.

     

    11.           REPAIRS,
      MAINTENANCE AND ALTERATIONS.

     

    (a)           Landlord’s
      Obligations.  Landlord shall maintain the roof,
      foundation, exterior windows and surfaces, load-bearing components of the
      Building and the Project Systems, except (i) for wiring, ducts, conduit,
      plumbing or pipes necessary to extend services from the existing Project Systems
      to or within leased space (even if installed by Landlord); (ii) for damage
      caused by a Tenant Party; or (iii) as otherwise provided in this
      Lease.

     

    (b)           Tenant’s
      Obligations.  Tenant shall throughout the Term keep the
      Premises and all furnishings, trade fixtures, equipment and leasehold
      improvements therein in good condition and repair, including all necessary
      repairs and replacements, but excluding ordinary wear and tear and damage from
      casualty or condemnation.  If Tenant fails to do so within 15 days
      after written notice, Landlord may make the necessary repairs or replacements,
      and Tenant shall reimburse Landlord therefor, plus a 10% administrative fee,
      within 15 business days of Landlord’s invoice.  Tenant shall not in
      any manner deface or injure any part of the Project, and shall, upon demand,
      pay
      the cost (plus 10%) of Landlord’s repair and replacement of any damage or injury
      caused by any Tenant Party.

     

    
      (c)           Alterations.  Except
        as expressly provided below, no alterations or improvements to the Premises
        (collectively, “Alterations“) shall be made without
        Landlord’s prior written consent, which shall not be unreasonably
        withheld.  In no event shall (and it shall be reasonable for Landlord
        to withhold its consent if) any Alterations (i) interfere with construction
        in progress or other tenants in the Project; (ii) adversely affect or alter
        the Project Systems, structural integrity or exterior appearance of the
        Building; (iii) impair Building Standard services or require ABS services
        (either during or after such work); (iv) be visible from the exterior of
        the Premises or the Building; or (v) be permitted if any uncured Event of
        Default then exists (or any condition exists which, with the passage of time
        or
        giving of notice, would become an Event of Default).  At least 15
        business days prior to commencing construction, Tenant shall furnish complete
        plans and specifications for any proposed Alterations for Landlord’s review and
        approval.  All Alterations shall be constructed at Tenant’s expense
        (plus a construction management fee to Landlord equal to 10% of the contract
        price if Landlord elects to supervise the construction) in a good and
        workmanlike manner, and otherwise in compliance with Applicable Law, the
        Rules
        and Regulations, Building Standard construction criteria and Landlord’s other
        reasonable requirements.  Tenant acknowledges that Landlord is not an
        architect or engineer, and that the Alterations will be designed and constructed
        by Landlord using independent architects, engineers and contractors (except
        for
        Alterations for which Landlord’s prior written consent is not required, which
        shall be constructed by Tenant using Landlord’s approved
        contractors).  Accordingly, Landlord does not guarantee or warrant
        that the applicable construction documents will comply with Applicable Law
        or be
        free from errors or omissions, nor that the Alterations will be free from
        defects, and Landlord will have no liability therefor.  Upon
        completion, Tenant shall, at its expense, provide Landlord with “as built” plans
        on Landlord’s CAD system (or other format requested by
        Landlord).

    

     


    
      
        
        

      

      
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    (d)           Tenant’s
      Acknowledgements.  Tenant acknowledges that the
      relationship between Landlord and Tenant is that of “landlord-tenant” only, and
      in no way shall Tenant be considered a contractor or an agent of
      Landlord.  Tenant has no rights to enter into a contract on Landlord’s
      behalf in connection with any repair, maintenance or alteration of any property
      owned by Landlord.

     

    12.           ASSIGNMENT
      AND SUBLETTING BY TENANT.

     

    (a)           Transfer.  Tenant
      shall not, without Landlord’s prior written consent, which consent shall not be
      unreasonably withheld, conditioned, or delayed, in each instance in accordance
      with Paragraph 12(c), convey, assign, sublet or encumber this
      Lease or any interest herein, directly or indirectly, voluntarily or by
      operation of law, including the merger or conversion of Tenant with or into
      another entity, or sublet all or any portion of the Premises, or permit the
      use
      or occupancy of any part of the Premises by anyone other than Tenant
      (collectively, “Transfer“).   If Tenant
      is other than an individual, any change in “control” of Tenant shall constitute
      a Transfer, and the surviving party in control shall be the
      Transferee.  “Control“ means the direct or
      indirect power to direct or cause direction of the management and policies
      of an
      entity, whether through ownership of voting securities, by contract or
      otherwise.  Conversely, Tenant shall not sublease space from, or
      assume the lease obligations of, another tenant in the Project without
      Landlord’s prior written consent, which consent shall not be unreasonably
      withheld, conditioned, or delayed.    Following any
      Transfer, Tenant (and any guarantors) shall remain fully liable under this
      Lease, as then or thereafter amended with or without notice to or consent of
      Tenant (or any guarantors), and Landlord may proceed directly under this Lease
      against Tenant (or any guarantor) without first proceeding against any other
      party.  Tenant shall give Landlord written notice of any proposed
      Transfer at least 30 days prior to the anticipated effective date of the
      proposed Transfer, which notice shall include a complete detailed written
      summary of the Transfer; the name, address, business and intended use of the
      Transferee; a current audited financial statement for the Transferee certified
      by a recognized accounting firm (if
      applicable); a copy of the proposed Transfer document; appropriate evidence
      of
      the existence, good standing and signature authority of the Transferee in the
      State; and such other pertinent information as Landlord reasonably requests,
      together with Landlord’s then-quoted Transfer processing fee.  If the
      proposed Transferee is subject to any new requirements under Applicable Law
      (including ADA), (i) Tenant shall be liable for any costs or expenses to
      comply with such requirements, and (ii) to the extent such requirements
      require Alterations, Tenant shall deliver for Landlord’s approval plans and
      specifications complying with such additional requirements and acceptable
      security assuring timely, lien-free completion of construction.  If
      the aggregate consideration paid to Tenant for a Transfer exceeds that payable
      by Tenant under this Lease (prorated according to the Transferred interest),
      then Tenant shall, within 15 days after receipt, pay such excess to
      Landlord.

     


    
      
        
        

      

      
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    (b)           Landlord’s
      Options.  Within 20 days after receipt of all required
      Transfer information, Landlord shall give Tenant written notice of its election
      (i) to consent to the Transfer or Sublease; or (ii) to terminate this
      Lease as of the effective date of the Transfer as to the space covered by such
      Transfer for the remainder of the Term, in which event Tenant shall, subject
      to
Paragraph 18, be relieved of its obligations accruing after the
      termination date with respect to the terminated interest; or (iii) not to
      consent to the Transfer, in which event this Lease shall continue in full force
      and effect, and (iv) Landlord shall not have the right to terminate this Lease
      in the event Tenant assigns, sublets, or transfers authority, via an acquisition
      or merger of Tenant.  If Landlord fails to timely make such election,
      Landlord shall be deemed to have elected option (iii) above.  Any
      Transfer occurring without Landlord’s consent shall be void and shall constitute
      an Event of Default hereunder.  In any event, all renewal and
      expansion options and other preferential rights under this Lease are personal
      to
      the original Tenant under this Lease and shall not be exercisable by any
      Transferee.  Neither Landlord’s acceptance of any name for listing on
      the Building directory or other signage, nor Landlord’s acceptance of Rent from
      any Transferee, shall be deemed, or substitute for, Landlord’s consent to a
      Transfer.

     

    (c)           Consent.  Landlord
      shall not unreasonably withhold, condition or delay consent to any Transfer
      (other than an encumbrance of this Lease) pursuant to Paragraph
      12(b)(iii).  Landlord may withhold its consent
      if:  (i) Transferee’s financial condition is not reasonably
      satisfactory to Landlord or does not evidence Transferee’s ability to pay its
      obligations (including those undertaken in connection with the Transfer) when
      due; (ii) the net worth of Transferee (plus any guarantor) is less than
      that of Tenant (plus any guarantor) as of the Date of Lease or the effective
      date of Transfer, whichever is greater; (iii) Transferee refuses to provide
      additional security required by Landlord as a result of a change in financial
      creditworthiness or legal structure, such as increased security deposit,
      guaranties, etc.; (iv) Transferee’s use of the Premises conflicts with the
      Permitted Use or any exclusive usage rights granted to any other tenant in
      the
      Building; (v) the use, nature, business, activities or reputation in the
      business community of Transferee (or its principals, employees or invitees)
      are
      not acceptable to Landlord; (vi) either the Transfer or any consideration
      payable to Landlord in connection therewith adversely affects the real estate
      investment trust (or pension fund) qualification tests applicable to Landlord
      or
      its affiliates; (vii) an uncured Event of Default exists under this Lease
      (or a condition exists which, with the passage of time or giving of notice,
      would become an Event of Default); (viii) Transferee is an occupant of, or
      Landlord is otherwise engaged in lease negotiations with Transferee for, other
      premises in the Office Complex; (ix) Transferee is or has been involved in
      a dispute or litigation with any Landlord Party; or (x) the rental to be
      paid by the Transferee is not equivalent to the then market rental rate for
      similar space in The Woodlands, Texas.  Notwithstanding anything
      contained herein to the contrary, Landlord shall not be obligated to entertain
      or consider any request by Tenant to consent to any proposed assignment of
      this
      Lease or sublease of all or any part of the Premises unless each request by
      Tenant is accompanied by a nonrefundable fee payable to Landlord in the amount
      of $500.00 to cover Landlord’s administrative, legal, and other costs and
      expenses incurred in processing
      each of Tenant’s requests.  Neither Tenant’s payment nor Landlord’s
      acceptance of the foregoing fee shall be construed to impose any obligation
      whatsoever upon Landlord to consent to Tenant’s request.

     

    
      (d)           Notwithstanding
        the foregoing and for purposes of this Lease, the following shall not be
        considered a Transfer prohibited hereunder or otherwise require Landlord’s
        consent: (i)(if Tenant is a corporation) the addition of stockholders and
        the
        withdrawal of stockholders in the normal course of Tenant’s business or
        (ii) the assignment of this Lease to any successor of Tenant (A) into
        which or with which Tenant is merged or consolidated, (B) arising from the
        transfer of Tenant’s interest under this Lease made in conjunction with the
        transfer of a majority of the assets and liabilities of Tenant, or
        (C) arising from the acquisition of the assets and liabilities of another
        corporation by Tenant or any entity owned or controlled by Tenant, so long
        as in
        each of the circumstances described in (i) and (ii) above, the
        surviving corporation or assignee (I) shall assume all obligations of
        Tenant hereunder, (II) shall have a net worth greater than or equal to
        Tenant, and (III) shall not, by virtue of its identity or contractual
        relations with Landlord or its affiliates, adversely affect the real estate
        investment trust (or pension fund) qualification tests applicable to Landlord
        or
        its affiliates.  In any event, Tenant shall provide prior written
        notice of the foregoing so as to permit Landlord a reasonable amount of time
        to
        make a determination concerning Tenant’s compliance with the requirements of
        (I), (II), and (III) above.

    

     


    
      
        
        

      

      
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    13.           INDEMNITY.

     

    (a)           Definitions.

     

    (i)           Parties.  The
      “Tenant Parties“ are Tenant and its shareholders,
      members, managers, partners, directors, officers, employees, agents,
      contractors, sublessees, licensees and invitees.  The
“Landlord Parties“ are Landlord, the manager of the
      Building, Landlord’s Mortgagee(s) and any affiliates or subsidiaries of the
      foregoing, and all of their respective officers, directors, employees,
      shareholders, members, partners, agents and contractors.  A
“Beneficiary“ is the intended recipient of the
      benefits of another party’s Indemnity, Waiver or obligation to
      Defend.

     

    (ii)           Claims
      and Injuries.  “Claims“ means all
      damages, losses, injuries, penalties, disbursements, costs, charges,
      assessments, expenses (including legal, expert and consulting fees and expenses
      incurred in investigating, Defending or prosecuting any allegation, litigation
      or proceeding), demands, litigation, settlement payments, causes of action
      (whether in tort or contract, in law, at equity or otherwise) or
      judgments.  “Insurable Injuries“ refers to
“advertising injury”, “bodily injury”, “personal injury” and “property damage”
collectively, as such terms are defined in Insurance
      Services Office, Inc.
      (“ISO“) form CG 0001 1093 “Commercial General
      Liability”.  “Tenant’s Insurable Injuries“
are Insurable Injuries occurring (A) in the Premises
      or (B) outside the Premises
      and caused or suffered by a Tenant Party.

     

    (iii)           Indemnify,
      Waive and Defend.  “Indemnify“ means to
      protect and hold a party harmless from and against a potential Claim and/or
      to
      compensate a party for a Claim actually
      incurred.  “Waive“ means to knowingly and
      voluntarily relinquish a right and/or to release another party from
      liability.  No Waiver shall occur except by a writing signed by the
      party against whom the Waiver is claimed.  No Waiver in one instance
      shall be deemed a Waiver in another instance, however similar.  No
      demand for or acceptance of partial payment or performance shall Waive the
      underlying obligation or breach unless expressly agreed in
      writing.  “Defend“ means to provide a competent
      legal defense of a Beneficiary against a Claim with counsel reasonably
      acceptable (and at no cost) to the Beneficiary.

     


    
      
        
        

      

      
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    (b)           Indemnity
      Regarding Tenant’s Performance.  To the fullest extent
      permitted by Applicable Law and Paragraph
      13(f), but subject to any limitations
      contained elsewhere in this Lease, Tenant shall Indemnify and Defend the
      Landlord Parties against all Claims arising, or alleged to arise, from the
      following:  (i) any act or omission of any Tenant Party,
      including the conduct of Tenant’s business in the Premises and any increase in
      the premium for any insurance policy carried by Landlord resulting therefrom;
      or
      (ii) any misrepresentation made by Tenant or any guarantor of Tenant’s
      obligations in connection with this Lease.  This indemnity shall not
      apply to any claims arising solely out of Landlord's gross negligence or willful
      misconduct.

     

    (c)           Indemnity
      Regarding Tenant’s Insurable Injuries.  To the fullest
      extent permitted by Applicable Law and Paragraph
      13(f), but subject to any limitations
      contained elsewhere in this Lease, Tenant shall Indemnify and Defend the
      Landlord Parties against all Claims arising, or alleged to arise, from Tenant’s
      Insurable Injuries.  This indemnity shall not apply to any claims
      arising solely out of Landlord's gross negligence or willful
      misconduct.

     

    (d)           Indemnity
      Regarding Landlord’s Insurable Injuries.  To the fullest
      extent permitted by Applicable Law and Paragraph
      13(f), but subject to any limitations
      contained elsewhere in this Lease, including Paragraph 23,
      Landlord shall Indemnify and Defend the Tenant Parties against all Claims
      arising from Insurable Injuries suffered by third parties in the Common Areas
      or
      Service Areas to the extent caused, or alleged to have been caused, by the
      negligent or willful act or omission of any Landlord Party, but not as to Claims
      for which the Landlord Parties are Indemnified pursuant to Paragraphs
      13(b) and
13(c).   This
      indemnity shall not apply to any claims arising solely out of Landlord's gross
      negligence or willful misconduct.

     

    (e)           Waivers.  To
      the fullest extent permitted by Applicable Law and Paragraph
      13(f), (i) Tenant Waives all
      Claims against the Landlord Parties arising, or alleged to arise, from
      (A) Tenant’s Insurable Injuries, (B) any Insurable Injuries to any
      Tenant Party caused by parties other than Landlord Parties, or (C) business
      interruption or loss of use of the Premises suffered by Tenant; and
      (ii) Landlord Waives all Claims against the Tenant Parties arising, or
      alleged to arise, from the damage to or loss of tangible property belonging
      to a
      Landlord Party.

     

    (f)           Scope
      of Indemnities and Waivers. All Indemnities, Waivers and
      obligations to Defend, wherever contained in this Lease, (i) shall be
      enforced for the benefit of the applicable Beneficiary thereof, regardless
      of
      any extraordinary shifting of risks, and even if the applicable Claim is caused
      by the active or passive negligence or sole, joint, concurrent or comparative
      negligence of such Beneficiary, and regardless of whether liability without
      fault or strict liability is imposed upon or alleged against such Beneficiary,
      but not to the extent that a court of competent jurisdiction holds in a final
      judgment that a Claim is caused by the willful misconduct or gross negligence
      of
      such Beneficiary; (ii) are independent of, and shall not be limited by,
      each other or any insurance obligations in this Lease (whether or not complied
      with); and (iii) shall survive the Expiration Date until all related Claims
      against the Beneficiaries are fully and finally barred by Applicable
      Law.  Notwithstanding the potential for extraordinary shifting of
      risk, Landlord and Tenant acknowledge that they have executed this Lease in
      material reliance upon inclusion of each such Indemnity and Waiver.

     

    
      (g)           Reliance.  In
        reliance on the Indemnities and Waivers of Tenant contained in this Lease
        and
        Tenant’s agreement to maintain insurance in accordance with Paragraph
        14(b), Landlord shall not carry primary insurance for Tenant’s
        Insurable Injuries.  Tenant acknowledges that (i) if Landlord had
        been required to carry primary insurance for Tenant’s Insurable Injuries, the
        Rent payable under this Lease would have been higher; and (ii) Tenant is
        relying not on Landlord or Landlord’s insurance in order to pay Claims arising
        from Tenant’s Insurable Injuries, but rather on (A) the insurance required
        under Paragraph 14(b) and any additional insurance Tenant
        has elected to carry as to Claims covered by insurance, (B) Tenant’s own
        funds as to deductibles, self-insured retentions under Tenant’s insurance and
        Claims which exceed Tenant’s insurance limits, and (C) third parties (other
        than Landlord Parties) as to Claims arising from the actions of third parties
        which are not covered by Landlord’s Indemnity.

    

     


    
      
        
        

      

      
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    14.           INSURANCE.

     

    (a)           Landlord’s
      Insurance.  Landlord shall, as an Operating Expense,
      procure and maintain (i) commercial general liability insurance with a
      combined single limit of at least $5,000,000.00, and (ii) special form or
      all risks property insurance covering the full replacement cost of (A) the
      shell and core of the Building, (B) any fixtures and leasehold improvements
      Landlord is required by this Lease to restore, and (C) any equipment and
      other personal property owned by Landlord and used in connection with the
      Building.

     

    (b)           Tenant’s
      Insurance.

     

    (i)           Required
      Policies.  Tenant shall, at its sole expense, procure and maintain
      the following insurance coverages throughout the Term:

     

    (A)           Commercial
      general liability insurance on ISO Form CG 0001 1093 or CG 0001 0695 (or,
      if Tenant has 2 or more locations covered by the policy and the policy contains
      a general aggregate limit, ISO form amendment “Aggregate Limits of Insurance Per
      Location” CG 2504 1185) in the amounts and with the coverages described in
Exhibit “F-1”.  Landlord
      Parties shall be included as “additional insureds” using ISO additional insured
      form CG 2026 1185, without modification.  A waiver of subrogation in
      favor of Landlord Parties using ISO form CG 2404 1093 is also
      required.

     

    (B)           If
      required by law, Workers’ compensation and employer liability coverage with a
      waiver of subrogation in favor of the Landlord Parties on endorsement form
      WC
      429394 (Texas only) or ISO form WC 000313 (all other states) and in the amounts
      and with the coverages described in
Exhibit ”F-1”.

     

    (C)           “Special
      form” or “all risks” property insurance on ISO form CP 1030 (or equivalent
      Business Owner’s Policy) in conformity with Exhibit
“F-2” with no exclusions other than standard printed exclusions,
      including an ordinance or law coverage endorsement and a waiver of subrogation
      in favor of the Landlord Parties, and covering 100% replacement cost of Tenant’s
      furnishings, trade fixtures, equipment and inventory (“Tenant’s
      FF&E“) and all ABS improvements and Alterations to the
      Premises.  The Landlord Parties shall be shown as “loss payees as
      their interests may appear”.

     

    (D)           Business
      income and extra expense coverage for 6 months’ income and expenses with waiver
      of subrogation in favor of the Landlord Parties.

     

    (ii)           Form
      of Policies and Additional Requirements.  All insurance providers
      shall maintain ratings of Best’s Insurance Guide A/VIII or Standard
& Poor Insurance Solvency Review A-, or better.  All carriers
      must be admitted to engage in the business of insurance in the
      State.  All policies must be primary, with the policies of Landlord
      and Landlord’s Mortgagees being excess, secondary and
      noncontributing.  No cancellation, non-renewal or material
      modification shall occur without 30 days’ prior written notice by the insurance
      carrier to Landlord and Landlord’s Mortgagees.  Tenant shall reinstate
      any aggregate limit which is reduced because of losses paid to below 75% of
      the
      limit required by this Lease.  No policy shall contain a deductible or
      self-insured retention in excess of $10,000 without Landlord’s prior written
      approval.  In addition, Tenant shall, at its expense, procure and
      maintain any other insurance coverages Landlord or Landlord’s Mortgagees may
      require.


    
      
        
        

      

      
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    (iii)           Evidence
      of Insurance.  Commercial general liability and workers’
compensation insurance must be evidenced by ACORD form 25 “Certificate of
      Insurance” in the form and substance of Exhibit
“F-1”, and property and business income
      insurance
      must be evidenced by ACORD form 27 “Evidence of Property Insurance” in the form
      and substance of Exhibit “F-2” (collectively, the
“Certificates“).  The Certificates must
      be
      delivered with the executed Lease, and new Certificates must be delivered no
      later than 30 days prior to expiration of the current
      policies.  Copies of endorsements required by this Lease must be
      attached to the Certificates delivered to Landlord.  If requested in
      writing by Landlord, Tenant shall promptly deliver to Landlord a certified
      copy
      of any insurance policies required by this Lease.  If the forms of
      policies, endorsements, certificates or evidence of insurance required by this
      Paragraph are superseded or no longer available, Landlord shall have the right
      to require other equivalent or better forms.

     

    15.           FIRE
      OR CASUALTY.

     

    (a)           No
      Restoration.  If the Premises or the Building are damaged
      by fire or other casualty to the extent that reconstruction cannot reasonably
      be
      completed within 1 year after the date of damage, as determined by Landlord,
      or
      more than 50% of the RSF of the Premises becomes untenantable due to casualty
      damage within the last 12 months of the Term, then either Landlord or Tenant
      may, by written notice given within 90 days of such damage, terminate this
      Lease, in which event Tenant shall be entitled to a fair diminution of Base
      Rent
      while and to the extent Tenant is unable to conduct its business in the Premises
      prior to such termination.

     

    (b)           Restoration.  If
      this Lease is not so terminated, Landlord shall reconstruct the Premises and/or
      the Building to substantially the same condition as existed immediately prior
      to
      the date of damage, except that Landlord shall not be required to spend more
      than the insurance proceeds made available for such purposes by Landlord’s
      Mortgagee.  However, Landlord shall only be required to reconstruct
      the Building Standard leasehold improvements existing in the Premises on the
      date of damage (“Landlord’s
      Contribution“).  Tenant shall pay the difference between
      the total cost of reconstructing the Premises and Landlord’s Contribution
      (“Tenant’s Contribution“).  Prior to
      Landlord’s commencement of reconstruction, Tenant shall place Landlord’s
      estimate of Tenant’s Contribution in escrow with Landlord (or furnish Landlord
      with other commercially reasonable assurances of payment).  Tenant
      shall be entitled to a fair diminution of Base Rent while and to the extent
      Tenant is unable to conduct its business in the Premises.

     

    16.           CONDEMNATION.  If
      any portion of the Premises becomes permanently untenantable following
      condemnation (or conveyance by deed in lieu thereof) of any portion of the
      Project, then either Landlord or Tenant
      may, by written notice given within 60 days after the date of taking, terminate
      this Lease as to the untenantable portion of the Premises effective as of the
      date of taking.  If this Lease is so terminated as to only part of the
      Premises, Landlord shall (a) grant a fair diminution of Base Rent; and
      (b) make all repairs necessary to convert the remaining Premises to a
      complete architectural and tenantable unit, but only to the extent proceeds
      attributable to the area taken (based on an equitable allocation excluding
      any
      award for land) are made available for such purpose by Landlord’s
      Mortgagee.  Tenant Waives the right to assert any claim for the taking
      or conveyance of any right, interest or estate under this Lease, and assigns
      such right to Landlord.  However, Tenant may, to the extent permitted
      by Applicable Law, pursue a claim against the condemnor for its moving expenses,
      inconvenience and business interruption in a proceeding independent of
      Landlord’s condemnation suit, so long as Landlord’s award is not thereby reduced
      or delayed.  Notwithstanding the aforementioned, if the portion of the
      Premises which becomes permanently untenantable following condemnation exceeds
      10% of the rentable square footage of the Premises, Tenant or Landlord may
      terminate the Lease as to the entire Premises by providing the other sixty
      (60)
      days notice.

     


    
      
        
        

      

      
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    17.           DEFAULTS
      AND REMEDIES.

     

    (a)           Events
      of Default.  Each of the following shall be an
“Event of Default“ under this
      Lease:  (i) Tenant fails to pay any monetary obligation under
      this Lease when due; or (ii) Tenant fails to comply with any non-monetary
      obligation under this Lease within 15 days after written notice (15 days in
      the
      case of life safety or asset preservation matters) or, if such non-monetary
      failure is of a nature requiring more than 15 days to cure using reasonable
      diligence, fails to promptly commence such cure within such 15-day period and
      thereafter diligently prosecute same to completion within 10 additional days
      (provided that the foregoing notice procedure shall not apply to the occurrences
      described in clauses (iii) through (ix) below for which only a single
      informative notice without opportunity to cure is necessary); or
      (iii) Tenant fails to comply with any single provision of this Lease more
      than 2 times during any consecutive 12 month period during the Term regardless
      of cure; (iv) the failure to dismiss any petition filed by or against
      Tenant or any guarantor under the U.S. Bankruptcy Code (or similar law) within
      45 days; or (v) the assignment of, or appointment of a receiver or trustee
      for, Tenant’s leasehold interest or substantially all of the assets of Tenant or
      any guarantor; or (vi) Tenant fails to take possession of, or subsequently
      abandons or vacates, the Premises in conjunction with Tenant's failure to comply
      with a monetary obligation; or (vii) if Tenant is a legal entity, Tenant
      dissolves, liquidates or otherwise ceases to exist in good standing in the
      State; or (viii) the death or dissolution of any guarantor; or
      (ix) Tenant becomes or is declared insolvent according to Applicable
      Law.  Notwithstanding the foregoing, Landlord shall provide Tenant
      with five (5) days' written notice of a default described in (i) above (a
      "Monetary Default Notice") before Landlord exercises
      its remedies for default hereunder; provided, however, that Landlord shall
      not
      be required to give a Monetary Default Notice more than two (2) times per annum
      with respect to any particular monetary default nor more than two (2) times
      per
      annum during the term of this Lease with respect to any monetary
      defaults.

     

    (b)           Remedies.  Upon
      any Event of Default, Landlord shall have the right: (i) to terminate this
      Lease as to all or any interest therein; (ii) to terminate Tenant’s right
      of possession of all or any part of the Premises (including any parking
      attributable thereto) without terminating this Lease; (iii) to re-enter the
      Premises, change or pick locks, alter security devices and lock out or expel
      Tenant and any other occupant of the Premises without complying with Applicable
      Law, the benefits of which are Waived by Tenant to the fullest extent permitted;
      (iv) to remove and store, at Tenant’s expense, all property in the Premises
      using such lawful force as may be necessary; (v) to apply any Security
      Deposit as permitted under this Lease; (vi) to cure such Event of Default
      for Tenant at Tenant’s expense (plus a 15% administrative fee); (vii) to
      withhold or suspend payment of sums Landlord would otherwise be obligated to
      pay
      to Tenant under this Lease,
      as
      amended; and/or (viii) to require all future payments to be made by cashier’s
      check or money order after the first time any check is returned for insufficient
      funds, or the second time any sum due hereunder is more than 5 days
      late.  In addition, Landlord may, without regard to any notice or cure
      provision and whether or not an Event of Default exists, (A) impose a late
      charge of 10% on any amount not paid within 5 days after becoming due and (B)
      charge interest on any amount not paid when due from the due date through the
      date of payment at the “Default Rate“, which is the
      lesser of 18% per annum or the highest interest rate permitted by Applicable
      Law.  Tenant shall Indemnify and Defend Landlord Parties against
      Claims arising from any breach of Tenant’s obligations under this
      Lease.

     


    
      
        
        

      

      
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    (c)           Election
      of Remedies.  Landlord may exercise the foregoing rights
      and remedies, as well as any other rights or remedies available under Applicable
      Law, without (i) judicial process; (ii) further notice to Tenant;
      (iii) incurring liability of any kind to Tenant, including liability for
      trespass or conversion; (iv) constituting an eviction of Tenant;
      (v) releasing Tenant or any guarantor from any obligation under this Lease;
      (vi) waiting until the Expiration Date; or (vii) prejudicing any other
      right or remedy of Landlord.  All such rights and remedies, together
      with any rights and remedies available under Applicable Law, are cumulative
      with
      no exercise of any one or more of them prohibiting or waiving the exercise
      of
      any other.  Landlord may, at any time after terminating Tenant’s right
      to possess the Premises without terminating this Lease, elect to terminate
      this
      Lease and thereupon pursue any and all other rights and remedies otherwise
      available upon such latter election.

     

    (d)           Measure
      of Damages.  If Landlord either terminates this Lease or
      terminates Tenant’s right to possess the Premises without terminating this
      Lease, Tenant shall immediately surrender and vacate the Premises and pay
      Landlord (i) the cost of recovering the Premises; (ii) all Rent
      accrued through the end of the month in which the termination becomes effective;
      (iii) all expenses reasonably incurred by Landlord in enforcing its rights
      and remedies under this Lease, including attorneys’ fees, court costs and
      interest at the Default Rate; (iv) ”Landlord’s Reletting
      Expenses“ equal to commercially reasonable costs, losses and
      expenses incurred by Landlord in reletting all or any portion of the Premises,
      including the cost of removing and storing Tenant’s FF&E or other property,
      repairing and/or demolishing the Premises, removing and/or replacing Tenant’s
      signage and other fixtures, making the Premises ready for a new tenant,
      including the cost of advertising, commissions, architectural fees and leasehold
      improvements (even if such items are amortized over a new lease term which
      exceeds the balance of the Term), and any allowances and/or concessions provided
      by Landlord; and (v) ”Landlord’s Rental Damages“
equal to the amount (never less than zero) by which
      (A) the total Rent
      payable by Tenant for the portion of the Term that is of would be remaining
      after the month in which the termination becomes effective exceeds (B) the
      Fair Rental Value of the Premises for such period.  For purposes of
      calculating Landlord’s Rental Damages, each monthly payment of Rent and Fair
      Rental Value shall be discounted at the Prime Rate from its respective due
      date
      to its present value as of the date of termination.  The
“Fair Rental Value“ is the total rental that would be
      received from a comparable tenant for a comparable lease of premises in the
      Building of equivalent quality, size, condition, remaining lease term and
      location as the Premises, taking into account rental rates and concessions
      then
      generally prevailing in the market place, the period of time the Premises are
      reasonably expected to remain vacant before commencement of rental payments
      by a
      suitable new tenant, and all other relevant factors.  If any portion
      of the Premises is relet, the Fair Rental Value for such relet portion shall
      be
      calculated based upon the rental receivable by Landlord for the applicable
      reletting term.  The “Prime Rate“ is the
      prime rate then published by Citibank, N.A., its successors or assigns, or
      another major financial institution selected by Landlord.  Until the
      earlier of the termination of this Lease or the final determination of all
      damages under this Lease, all Rent payable under this Lease shall continue
      to
accrue
      and be payable when due during the Term.  Once the aggregate amount of
      damages is determined pursuant to the foregoing provisions, the unpaid balance,
      if any, shall thereafter accrue interest at the Default Rate until paid in
      full.

     

    (e)           Mitigation
      of Damages.  Upon termination of Tenant’s right to
      possess the Premises, Landlord shall, to the extent required by Applicable
      Law
      (and no further), use objectively reasonable efforts to mitigate damages by
      reletting the Premises.  Landlord shall not be deemed to have failed
      to use objectively reasonable efforts to mitigate damages if Landlord refuses
      to
      lease the Premises to a prospective new tenant with respect to whom Landlord
      would be entitled to withhold its consent pursuant to
Paragraph 12(c), or who (i) is an affiliate, parent
      or subsidiary of Tenant; (ii) is not acceptable to Landlord’s Mortgagee(s);
      (iii) requires improvements to the Premises to be made at Landlord’s
      expense; or (iv) is unwilling to accept lease terms then proposed by
      Landlord, including:  (A) leasing for a shorter or longer term
      than remains under this Lease, (B) re-configuring or combining the Premises
      with other space, (C) taking all or only a part of the Premises, and/or
      (D) changing the use of the Premises.

     

    (f)           Attorneys’
      Fees.  In any dispute regarding this Lease, the
      prevailing party shall be entitled to recover reasonable attorneys’ fees, court
      costs and expenses from the other party.

     

    
      
        
        

      

      
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    (g)           Landlord’s
      Lien.  To secure Tenant’s obligations under this Lease,
      Tenant grants Landlord a contractual security interest on all of Tenant’s
      FF&E now or hereafter situated in the Premises and all proceeds therefrom,
      including insurance proceeds (collectively,
“Collateral“).  No Collateral shall be
      removed from the Premises without Landlord’s prior written consent until all of
      Tenant’s obligations are fully satisfied (except in the ordinary course of
      business and then only if replaced with items of same value and
      quality).  Upon any Event of Default, Landlord may, to the fullest
      extent permitted by Applicable Law and in addition to any other remedies
      provided herein, enter upon the Premises and take possession of any Collateral
      without being held liable for trespass or conversion, and sell the same at
      public or private sale, after giving Tenant at least 5 days written notice
      (or
      more if required by Applicable Law) of the time and place of such
      sale.  Such notice may be sent with or without return receipt
      requested.  Unless prohibited by Applicable Law, any Landlord Party
      may purchase any Collateral at such sale.  The proceeds from such
      sale, less Landlord’s expenses, including reasonable attorneys’ fees and other
      expenses, shall be credited against Tenant’s obligations.  Any surplus
      shall be paid to Tenant (or as otherwise required by Applicable Law) and any
      deficiency shall be paid by Tenant to Landlord upon demand.  Upon
      request, Tenant shall execute and deliver to Landlord a financing statement
      sufficient to perfect the foregoing security interest or Landlord may, at its
      option, file a copy of this Lease as a financing statement, as permitted under
      Applicable Law. Notwithstanding the foregoing, provided Tenant is not in default
      hereunder, Landlord agrees to subordinate its security interest as described
      in
      this Section to Tenant’s lenders (“Lender”) if any, requiring a priority
      position under the following circumstances:

     

    (a)           Lender
      is financing Tenant’s purchase of the furniture, equipment or inventory in which
      Landlord is subordinating its security interest (the “Equipment”);

     

    (b)           Tenant
      shall furnish Landlord with a complete schedule of the Equipment financed
      pursuant to the terms hereof, which schedule shall be updated in the event
      of
      any changes;

     

    (c)           Tenant
      shall be prohibited from financing any non-moveable fixture or permanent
      improvement to the leasehold;

     


    
      
        
        

      

      
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    (d)           Tenant
      shall cause any and all Lenders to give Landlord notice of any public or private
      sale by such Lender of Tenant Equipment;

     

    (e)           no
      public or private sale by any Lender shall be held on the Premises;
      and

     

    (f)           Lender
      can enter the Premises for purpose of removal of the Equipment only
      if:

     

    permitted
      by the agreement between Lender and Tenant; and

     

    Lender
      agrees to restore or repair all damage to the Premises caused by such removal;
      and

     

    Lender
      gives Landlord notice in the event that any of Tenant’s moveable trade fixtures
      or Equipment are removed from the Premises; and

     

    Lender
      indemnifies Landlord for any claim, liability or expense (including reasonable
      attorney’s fees) arising out of or in connection with Lender’s removal of the
      Equipment and Lender’s entry and activities upon the Premises.

     

    (g)           Landlord’s
      subordination shall not be effective unless and until a separate agreement
      is
      entered into between Lender and Landlord respecting the foregoing
      items.

     

    The
      statutory lien for Rent is not hereby waived, the express contractual lien
      herein granted being in addition and supplementary thereto.

     

    (h)           Force
      Majeure.  Time is of the essence.  However, if
      either party is unable to perform any obligations under this Lease due to
      unavailability of materials or equipment, strikes or other labor difficulties,
      governmental restrictions, casualties or other causes beyond such party’s
      reasonable control, such obligation shall be stayed for the duration of such
      condition.  This Paragraph shall not affect or postpone the payment of
      Rent or other monies by Landlord or Tenant.

     

    18.           END
      OF TERM.

     

    (a)           Surrender.  Upon
      the earlier of the Expiration Date or Landlord’s termination of Tenant’s right
      of possession of the Premises, Tenant shall peaceably surrender the Premises
      (including all Alterations and leasehold improvements) to Landlord,
      vacuum-clean, free of debris and in the same condition existing as of the
      Commencement Date, subject to ordinary wear and tear and except for damage
      due
      to casualty and condemnation.

     

    (b)           Removal
      of Improvements and Tenant’s Property.  Upon the earlier
      of the Expiration Date or Landlord’s termination of Tenant’s right of possession
      of the Premises pursuant to Paragraph 17(b), and except as
      otherwise expressly provided in writing by Landlord at the time of installation,
      (i) all leasehold improvements and Alterations installed in the Premises,
      including all built-in fixtures and cabling, shall become Landlord’s property;
      and (ii) provided there is no uncured Event of Default, Tenant shall, at
      its expense, immediately remove all of Tenant’s FF&E from the
      Premises.  However, except as otherwise expressly provided in writing
      by Landlord at the time of installation, Landlord may, at Tenant’s expense,
      remove from the Premises (or require to be removed by Tenant or an approved
      third party contractor) any or all Alterations, cabling and/or ABS leasehold
      improvements.  Tenant shall, within 30 days after Landlord’s invoice,
      reimburse Landlord for the cost to restore the Premises and otherwise
      repair any damage caused by any of the foregoing removal work.  All of
      Tenant’s foregoing obligations shall survive the Expiration Date.  If
      Tenant’s FF&E is not timely removed, Landlord may, upon 10 days written
      notice to Tenant’s address (which notice Tenant agrees shall be deemed
“reasonable”), and to the fullest extent permitted by Applicable Law:
      (i) treat such property as abandoned by Tenant with full rights of
      ownership in Landlord; (ii) remove and store such property at Tenant’s
      expense with reimbursement by Tenant to Landlord upon demand; and/or
      (iii) sell or dispose of such property without delivering any proceeds to
      Tenant.  Tenant Waives all Claims against the Landlord Parties arising
      from any right available to Tenant under Applicable Law restricting Landlord’s
      foregoing rights, and the right to assert any Claim against Landlord for the
      value or use of any property abandoned by Tenant in the Premises.

     

    (c)           Hold
      Over.  If any Tenant Party remains in possession of the
      Premises after the Expiration Date, whether or not with Landlord’s consent but
      without executing a new lease (“Hold Over“), the Term
      shall not be extended, nor shall any rights or remedies of Landlord be adversely
      affected, even if Landlord thereafter accepts Rent.  Instead, during
      the Hold Over, Tenant shall be deemed a tenant at sufferance (and not a
      tenant at will or month-to-month tenant) subject to all provisions of this
      Lease
      except that Base Rent and EOE shall be one hundred fifty percent (150%) of
      (i) the amount payable during the last month of the Term, or
      (ii) Landlord’s then-quoted rental rate for comparable space in the
      Project.  Either party may terminate the Hold Over immediately upon
      written notice.  Tenant shall pay Landlord all damages incurred by
      reason of any Hold Over.

     

    
      
        
        

      

      
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    19.           NOTICES.  All
      notices shall be delivered by hand, reputable overnight courier or certified
      mail (return receipt requested), postage prepaid, or by legible facsimile,
      to
      Landlord at the Addresses for Notice specified in the Business Points (or to
      such other address as may be specified by written notice to Tenant); and to
      Tenant at the appropriate address(es) specified in the Business
      Points.  Notice shall be deemed given upon tender of delivery, if sent
      by hand; the day after posting, if sent by overnight courier; upon three days
      after posting, if sent by certified letter; or the next business day after
      the
      date of delivery, if sent by confirmed facsimile with a hard copy posted on
      the
      date of the confirmed facsimile, except that a change of address notice shall
      be
      effective 5 business days after actual receipt.  Notices to Tenant
      addressed to the Premises may be made by posting on the entrance door of the
      Premises.

     

    20.           LANDLORD’S
      FINANCING.  This Lease is subordinate to all liens,
      encumbrances, easements, deeds of trust and ground leases now or hereafter
      encumbering the Building, and all refinancings, replacements, modifications,
      extensions or consolidations thereof.  Tenant shall attorn to any
      mortgagee, ground lessor, trustee under a deed of trust or purchaser at a
      foreclosure or trustee’s sale (“Landlord’s Mortgagee“)
      as “Landlord” under this Lease.  Tenant shall, within 5 business days
      after Landlord’s request, execute and deliver to Landlord in recordable form
      whatever true and correct instruments may be required to evidence such
      subordination and attornment.  If Tenant fails to execute and deliver
      such instrument as required, the statements therein shall be deemed to be
      true.  Landlord’s Mortgagee may at any time subordinate its lien to
      this Lease by unilaterally executing a subordinating
      instrument.  Tenant shall not exercise any right or remedy under this
      Lease or at law or in equity unless (a) Tenant gives written notice to
      Landlord and Landlord’s Mortgagee (whose name and address shall be provided upon
      request) specifying the exact nature of the alleged breach and how it may be
      remedied; and (b) both Landlord and Landlord’s Mortgagee fail to cure same
      within 30 days after receipt of Tenant’s notice (plus such additional time as
      Landlord’s Mortgagee may require).  If Landlord’s Mortgagee succeeds
      to the interest of Landlord under this Lease, Landlord’s Mortgagee shall not be
      (a) liable for any act or omission of any prior landlord (including
      Landlord); (b) liable for the return of any security deposit unless
      delivered to Landlord’s Mortgagee; (c) subject to any offsets or defenses
      which Tenant might have against any prior landlord
      (including Landlord); or (d) bound by any rent or additional rent which
      Tenant might have paid for more than the current month to any prior landlord
      (including Landlord).

     

    21.           RIGHTS
      RESERVED BY LANDLORD.  Landlord (and its designated
      agents, contractors and managers) shall have the following rights:

     

    (a)           Access
      to the Premises.  To enter the Premises upon reasonable
      notice (except in emergencies when no notice is required) for purposes of
      (i) inspection; (ii) making repairs, additions, improvements or
      alterations to the Premises, any adjoining space or the Building as permitted
      or
      required under this Lease or as Landlord elects; (iii) confirming Tenant’s
      compliance with this Lease; and (iv) exhibiting the Premises to prospective
      purchasers, mortgagees or tenants.  During each entry, Landlord shall
      use reasonable good faith efforts to minimize interference with Tenant’s use of
      the Premises.  In no event shall Tenant be deemed constructively
      evicted nor entitled to any abatement of Rent.  Landlord shall at all
      times retain a mechanical or card key to all doors in or about the Premises,
      except Tenant’s vaults, safes and other portions of the Premises reasonably
      designated by Tenant in writing as “secure areas” (to which Landlord shall not
      be required to provide Building Standard maintenance or janitorial
      services).  In emergencies or if otherwise required to comply with
      this Lease, Landlord shall have the right to use any and all means necessary
      to
      open any doors, including doors to any designated secure areas, as may be
      reasonably necessary under the circumstances.  Landlord may erect
      scaffolding and other structures where reasonably required by the character
      of
      the work.

     

    
      
        
        

      

      
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    (b)           Project
      Modifications.  To alter, decorate and repair or
      construct new improvements upon the Project or any adjacent property,
      structurally or otherwise, as determined by Landlord in its sole discretion,
      including changing the arrangement, location and/or size of entrances,
      passageways, doorways, corridors, elevators, stairs, restrooms and other public
      components, and to place, inspect, repair and replace in the Premises (below
      floors, above ceilings or next to columns) any utilities, pipes, cables or
      similar equipment serving areas outside the Premises, or to rename the
      Project.

     

    (c)           Intentionally
      Deleted.

     

    (d)           Other
      Rights.  To take such other measures Landlord deems
      necessary or advisable for the ongoing operation, maintenance and protection
      of
      the Project.  Tenant shall fully cooperate with all of such further
      measures undertaken by Landlord.

     

    22.           HAZARDOUS
      MATERIALS.

     

    (a)           Definition.  A
      “Hazardous Material“ is any toxic, ignitable, reactive
      or corrosive substance now or hereafter regulated by any governmental authority,
      including any substance defined by Applicable Law as a “hazardous waste”,
“extremely hazardous waste”, “solid waste”, “toxic substance”, “hazardous
      substance”, “hazardous material” or “regulated
      substance”.  “Contamination“ means any
      release or disposal of a Hazardous Material in or about the Premises or the
      Project which may result in a fine, use restriction, cost recovery lien,
      remediation requirement or other government action or imposition affecting
      any
      Landlord Party. For purposes of this Lease, Claims arising from Contamination
      shall include diminution in value, restrictions on use, adverse impact on
      leasing space, and all costs of site investigation, remediation, removal and
      restoration work.

     

    (b)           Restrictions.  No
      Hazardous Material shall be brought upon, kept, used or disposed of in or about
      the Premises or the Project by any Tenant Party without Landlord’s prior written
      consent, unless Tenant
      (i) demonstrates to Landlord’s reasonable satisfaction that any such
      Hazardous Material is necessary in the ordinary course of Tenant’s business and
      shall be used, kept and stored in compliance with Applicable Law; and
      (ii) gives Landlord written notice of any such Hazardous Material,
      including the current material safety data sheet.

     

    (c)           Remediation.  If
      Contamination occurs as a result of an act or omission of a Tenant Party, Tenant
      shall, at its expense, promptly take all actions necessary to comply with
      Applicable Law and to return the Premises, the Project and/or any adjoining
      property to its condition prior to such Contamination, subject to Landlord’s
      prior written approval of Tenant’s proposed methods, times and procedures for
      remediation.  Tenant shall provide Landlord reasonably satisfactory
      evidence that such actions shall not adversely affect any Landlord Party or
      Contaminated property.  Landlord may require that a representative of
      Landlord be present during any such actions and/or that such actions be taken
      after business hours.  If Tenant fails to take any necessary
      remediation actions within 30 days after written notice from Landlord or an
      authorized governmental agency, Landlord may take such actions and Tenant shall
      reimburse Landlord therefor, plus a 15% administrative fee, within 30 days
      of
      Landlord’s invoice.

     

    23.           LANDLORD’S
      INTEREST.

     

    (a)           Landlord’s
      Liability.  Landlord’s liability for failure to perform
      its obligations under this Lease shall be recoverable solely out of proceeds
      from judicial sale upon execution and levy made against Landlord’s interest in
      the Building.  Except as provided in the preceding sentence, Tenant
      waives (i) all other rights of recovery against any Landlord Party; and
      (ii) all Claims against any Landlord Party and Landlord’s Mortgagee for
      consequential, special or punitive damages allegedly suffered by any Tenant
      Party, including lost profits and business interruption.  No Landlord
      Party shall have any personal liability under this Lease.

     

    
      
        
        

      

      
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    (b)           Conveyance.  Landlord
      may convey any or all of its interest in this Lease or the Project at any
      time.  The term “Landlord” means only the owner of the Landlord’s
      interest in this Lease at the time in question.  Immediately upon
      conveyance by Landlord of such interest, the conveying party shall be released
      from all obligations of “Landlord” thereafter arising under this Lease, and
      Tenant shall attorn and look solely to the new Landlord for performance of
      such
      obligations.  Upon conveyance, the balance of any Security Deposit
      shall be delivered to the new Landlord and Tenant shall thereafter look solely
      to the new Landlord for application or return.

     

    24.           EXECUTION
      AND SIGNING AUTHORITY.  Draft documents submitted for
      review do not convey any right to Tenant in the Premises or other
      space.  This Lease shall become effective only upon full execution and
      delivery by all parties and, if required, upon approval by Landlord’s
      Mortgagee.  This Lease may be executed in counterparts, each of which
      shall be an original and all of which shall be one and the same
      instrument.  Each party and its counsel have reviewed and revised this
      Lease after arms-length negotiations.  Accordingly, the rule of
      construction that ambiguities are resolved against the drafting party shall
      not
      apply to this Lease or any amendments hereof.  This Lease shall bind
      and inure to the benefit of the parties and their respective heirs, executors,
      administrators, successors and permitted Transferees, unless otherwise expressly
      set forth herein.  Each individual person or entity executing this
      Lease as Tenant shall be jointly and severally bound and liable as “Tenant”
under this Lease.  If Tenant is a legal entity, each person signing
      this Lease for Tenant represents and warrants to Landlord (who reserves the
      right to request satisfactory evidence) that he is authorized to do so without
      further signature or authorization from such legal entity; that this Lease
      is
      fully binding on Tenant; and that Tenant is qualified to do business in the
      State.  Except
      as otherwise expressly extended to the Landlord Parties or the Tenant Parties
      in
      this Lease, no beneficial rights are given to any third parties by or under
      this
      Lease.

     

    25.           QUIET
      ENJOYMENT.  So long as Tenant performs its obligations
      under this Lease, it shall have the right to occupy the Premises without
      hindrance from Landlord or any person lawfully Claiming through Landlord,
      subject to the terms of this Lease, all superior mortgages, ground leases,
      deeds
      of trust and agreements, insurance requirements, and Applicable
      Law.  By execution of the Lease, Tenant consents to (i) the
      annexation of the Project into the lands covered by the Restrictive Covenants
      (as defined below) and agrees that its leasehold interest and all of its rights
      hereunder shall be subject and subordinate to the terms and provisions of the
      Restrictive Covenants, and  (ii) all plats and replats of the
      Land, if any, in compliance with all applicable laws. The term
“Restrictive Covenants“ shall mean (i) the
      Declaration of Covenants and Restrictions of The Woodlands Commercial Owners
      Association recorded in the Real Property Records of Montgomery County, Texas,
      under Clerk’s File No 9357930 and (ii) the Declaration of Covenants and
      Restrictions for The Woodlands Town Center Owners’ Association recorded in the
      Real Property Records of Montgomery County, Texas under Clerk’s File No.
      9519690.

     

    26.           SIGNAGE.

     

    (a)           In
      General.  Tenant shall not, without Landlord’s prior
      written approval (which approval shall not be unreasonably withheld, conditioned
      or delayed), paint, affix, erect, display or distribute any signs,
      advertisements or notices upon (or visible from) the exterior of the Premises
      or
      elsewhere in the Project.  However, Tenant may display Building
      Standard tenant identification information approved by Landlord (which approval
      shall not be unreasonably withheld, conditioned or delayed) in the main building
      directory and/or adjacent to the main entrance to the Premises.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

    (b)           Monument
      Signage.  Tenant shall have the right to one back
      illuminated panel, including both sides, on the listing strip monument sign
      on
      Timberloch Drive through the Term. So long as (i) Tenant is not in current
      default under the terms of this Lease; (ii) Tenant is currently in possession
      of
      the Premises; and (iii) Tenant has obtained Landlord's approval of the sign
      as
      provided below, then Tenant may install, at Tenant's sole cost and expense,
      one
      panel of exterior Building signage on the listing strip monument sign on
      Timberloch Drive in an area mutually agreed upon by Landlord and Tenant (the
      "Sign"); provided that (a) Tenant obtains all necessary
      approvals, with reasonable help from Landlord, from the Improvement District
      of
      The Woodlands, the City of The Woodlands and all other governmental authorities
      having jurisdiction over Tenant, the Building, or the Sign, (b) the Sign conform
      to all applicable laws, rules and regulations of any governmental authorities
      having jurisdiction over the Sign or the Building, and (c) Tenant delivers
      to
      Landlord certificates of insurance evidencing that Tenant's contractors, agents,
      workmen, engineers or other persons installing the Sign have in effect valid
      workers' compensation, public liability and builder's risk insurance in amounts
      and with such companies and in such forms as Landlord may consider necessary
      or
      appropriate for its protection.  Following installation of the Sign,
      Tenant shall remain liable for all costs related to the maintenance and, if
      applicable, illumination of the Sign for their individual panel. The location,
      size, dimensions, configuration, and illumination of any such Sign shall be
      subject to Landlord's prior approval. Tenant must obtain Landlord's written
      consent to any proposed Sign prior to its fabrication and installation, and
      Tenant may not alter or modify any of the plans or specifications for the Sign
      without Landlord’s prior written consent.  Landlord reserves the right
      to withhold consent to any sign that, in the reasonable judgment of Landlord,
      is
      not harmonious with the design standards of the Building.  To obtain
      Landlord's consent, Tenant shall submit design drawings to Landlord, showing
      the
      type and sizes of all lettering; the colors, finishes and types of materials
      used; and (if applicable and Landlord consents) any provisions for illumination
      (provided that the illumination shall not consist of flashing lights or
      illumination which
      consists of changing colors or brightness).  Such Sign shall only
      contain letters (and, at Tenant’s option, Tenant’s logo, subject to Landlord’s
      approval thereof).  Tenant agrees that Landlord shall have the right
      to temporarily remove and replace the Sign in connection with and during the
      course of any repairs, changes, alterations, modifications, renovations or
      additions to the Building (at Landlord’s expense, unless the need for the same
      is due to actions of Tenant).  If during the Lease Term (and any
      extensions thereof) Tenant is in default under the terms of this Lease after
      the
      expiration of applicable cure periods, then Tenant's rights granted herein
      will
      terminate and Landlord may remove any such signage at Tenant's
      cost.  Upon expiration or earlier termination of the Lease, Tenant
      shall, at its sole cost and expense, remove the Sign and repair all damage
      caused by such removal.  

     

    (c)           Rights
      Reserved.  Notwithstanding anything to the contrary
      contained in this Paragraph 26,
      or in any approvals or other communications, Landlord reserves the
      right, in its sole discretion and at its expense, to change any existing signage
      or modify its signage guidelines for the Project at any time and from time
      to
      time; however, Tenant shall not be obligated to incur any out-of-pocket costs
      or
      expenses as a result of such changes, except as provided herein.

     

    27.           CONTINGENCY.  The
      Premises is subject to the right of first refusal of Huntsman LLC, which
      Huntsman LLC must exercise, if at all, by January 12,
      2007.  Consequently, this Lease shall become effective only upon the
      earlier of full execution and delivery by Landlord and Tenant, or upon Huntsman
      LLC’s failure or refusal or waiver to lease the Premises in accordance with its
      right of first refusal.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    28.           Tenant
      agrees that, as between Tenant and Landlord, Landlord has the sole and absolute
      right to contest taxes levied against the Premises and the Property (other
      than
      taxes levied directly against Tenant’s personal property within, or sales made
      from, the Premises).  Therefore, Tenant, to the fullest extent permitted by
      law, irrevocably waives any and all rights that Tenant may have to receive
      from
      Landlord a copy of notices received by Landlord regarding the appraisal or
      reappraisal, for tax purposes, of all or any portion of the Premises or the
      Property (including, without limitation, any rights set forth in §41.413 of the
      Texas Property Tax Code, as such may be amended from time to time).
 Additionally, Tenant, to the fullest extent permitted by law, hereby
      irrevocably assigns to Landlord any and all rights of Tenant to protest or
      appeal any governmental appraisal or reappraisal of the value of all or any
      portion of the Premises or the Property (including, without limitation, any
      rights set forth in §41.413 and §42.015 of the Texas Property Tax Code, as such
      may be amended from time to time).  Tenant agrees without reservation that
      it will not protest or appeal any such appraisal or reappraisal before a
      governmental taxing authority without the express written authorization of
      Landlord.

     

    29.           Tenant
      waives its rights under the Deceptive Trade Practices-Consumer Protection Act,
      Section 17.41 et seq., Business & Commerce Code, a law that gives consumers
      special rights and protections.  After consultation with Tenant’s attorney,
      Tenant voluntarily consents to this waiver.

     

    30.           Landlord
      and Tenant agree that each provision of this Lease for determining charges
      and
      amounts payable by Tenant (including provisions regarding Tenant’s Share of
      Excess Operating Expenses) is commercially reasonable and, as to each such
      charge or amount, constitutes a statement of the amount of the charge or a
      method by which the charge is to be computed for purposes of Section 93.012
      of
      the Texas Property Code.

     

    31.           JOINT
      AND SEVERAL.   If Tenant is comprised of more than
      one entity, the term “Tenant” as used in this Lease means all or either or any
      of such entities and the obligations of Tenant hereunder shall be joint and
      several.

     

    
      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

    

     


     


    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    


    ACCORDINGLY,
      the parties execute and deliver this Lease as of the Date of Lease.

     

    Special
      Notice: This Lease contains Waivers and Indemnities which may materially affect
      Tenant’s rights and remedies under Applicable Law regarding this Lease,
      including “express negligence” provisions in Paragraph
      13(f).

    


    
      	 	
              TENANT:

            
	 	 
	 	
              Texoga
                Technologies Corporation, a Texas corporation

            
	 	
              By:  /s/
                STEVEN S. McGURIE

            
	 	
              Name:
                Steven S. McGuire

            
	 	
              Title:
                C.E.O.

            
	 	 
	 	
              Safe
                Renewables Corporation, a Texas corporation

            
	 	
              By:  /s/
                RICHARD DeGARMO

            
	 	
              Name:
                Richard DeGarmo

            
	 	
              Title:  VP
                Operations

            


    

    


    
      	 	
              LANDLORD:

            


    

    


    
      	 	
              NNN
                Waterway Plaza, LLC, NNN Waterway Plaza 1, LLC, NNN Waterway Plaza
                2, LLC,
                NNN Waterway Plaza 3, LLC, NNN Waterway Plaza 4, LLC, NNN Waterway
                Plaza
                5, LLC, NNN Waterway Plaza 6, LLC, NNN Waterway Plaza 7, LLC, NNN
                Waterway
                Plaza 8, LLC, NNN Waterway Plaza 9, LLC, NNN Waterway Plaza 10, LLC,
                NNN
                Waterway Plaza 11, LLC, NNN Waterway Plaza 12, LLC, NNN Waterway
                Plaza 13,
                LLC, NNN Waterway Plaza 14, LLC, NNN Waterway Plaza 15, LLC, NNN
                Waterway
                Plaza 16, LLC, NNN Waterway Plaza 17, LLC, NNN Waterway Plaza 19,
                LLC, NNN
                Waterway Plaza 20, LLC, NNN Waterway Plaza 21, LLC, NNN Waterway
                Plaza 23,
                LLC, NNN Waterway Plaza 24, LLC, NNN Waterway Plaza 25, LLC, NNN
                Waterway
                Plaza 28, LLC, NNN Waterway Plaza 29, LLC, NNN Waterway Plaza 30,
                LLC, NNN
                Waterway Plaza 31, LLC, and NNN Waterway Plaza 32, LLC, each one
                a
                Delaware limited liability company (collectively, “Landlord”) acting by
                and through Triple Net Properties Realty, Inc. (“Agent” for
                Landlord)

            


    

    


    
      	 	
              By:
                Triple Net Properties Realty, Inc., Agent for Landlord

            
	 	 
	 	
              By:
                /s/ KEVIN A. BARR

            
	 	
              Its:   EVP

            
	 	
              Date:  1-16-07

            


    

    



    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “A”

     

    LEGAL
      DESCRIPTION OF THE PROJECT

     

    METES
      AND
      BOUNDS DESCRIPTION

    1.255
      ACRE OUT OF THE

    WALKER
      COUNTY SCHOOL LAND SURVEY, A-599

    MONTGOMERY
      COUNTY, TEXAS

    


    A
      tract
      or parcel of land containing 1.255 acre (54,665 square feet) situated in the
      Walker County School Land Survey, Abstract No. 599, Montgomery County, Texas,
      out of land owned by CF Woodlands Office, L.P., a Delaware Limited Partnership,
      by virtue of Special Warranty Deed dated December 30, 2003,
      as  recorded under Clerk’s File No. 2003-157664 of the Official Public
      Records  of Real Property Records of Montgomery County
      (O.P.R.R.P.M.C.), and being all of Restricted Reserve “A” of The Woodlands Metro
      Center Section 35, as recorded in Cabinet R, Sheet 39 of the Montgomery County
      Map Records (M.C.M.R.), said 1.255 acre being more particularly described by
      metes and bounds as follows: (The basis of bearing for this description are
      the
      calls on Timberloch Place Street dedication plat, as recorded in Cabinet C,
      Sheet 61 of the M.C.M.R.)

    


    COMMENCING
      at a 5/8-inch iron rod found  in the intersection of the north
      right-of-way line of said Timberloch Place and the southerly end of a cutback
      to
      the west right-of-way line of Woodloch Forest Drive as recorded under Clerk’s
      File No. 99002791 of the M.C.R.P.R. and in Cabinet Q, Sheet 53 of the M.C.M.R.,
      having a 1927 Texas State Plane Coordinate Value of X= 3,119,908.20 (E),
      Y=862,390.46 (N), and bearing SOUTH 36 degrees 29 minutes 50 seconds EAST,
      5,837.70 feet from the northwest corner of said Walker County School Land
      Survey, A-599;

    


    THENCE
      NORTH 41 degrees 48 minutes 22 seconds EAST, 34.49 feet along said cutback
      to a
      an “X” found in concrete;

    


    THENCE
      NORTH 04 degrees 34 minutes 26 seconds WEST, 7.03 feet along said west
      right-of-way line of Woodloch Forest Drive to a 5/8-inch iron rod found at
      a
      point of curvature;

    


    THENCE
      NORTHERLY along a curve to the right and said west right-of-way line of Woodloch
      Forest Drive through a central angle of 02 degrees 59 minutes 58 seconds to
      a
      5/8-inch iron rod found at a point of tangency, said curve having a radius
      of
      1,060.00 feet, an arc length of 55.49 feet, and a long chord bearing NORTH
      03
      degrees 04 minutes 27 seconds WEST, 55.48 feet;

    


    THENCE
      NORTH 04 degrees 18 minutes 28 seconds WEST, 161.68 feet along said west line
      of
      Woodloch Forest Drive to an “X” set in concrete at the POINT OF BEGINNING and
      the southeast corner of the herein described tract, and having a 1927 Texas
      State Plane Coordinate Value of X= 3,119,915.51 (E), Y= 862,639.80
      (N);

    


    THENCE
      SOUTH 89 degrees 58 minutes 38 seconds WEST, 358.89 feet to a 5/8-inch iron
      rod
      with cap found for the southwest corner of the herein described
      tract;

    


    THENCE
      NORTH 83.37 feet to a 5/8-inch iron rod with cap found for the northwest corner
      of the herein described tract;


    
      
        
        

      

      
        A-i

        
          

        

      

      
        
        

      

    


    


    THENCE
      NORTHEASTERLY along a curve to the left through a central angle of 22 degrees
      15
      minutes 41 seconds to a 5/8-inch iron rod with cap set for a northwesterly
      corner of the herein described tract, said curve having a radius of 70.00 feet,
      an arc length of 27.20 feet, and a long chord bearing NORTH 59 degrees 57
      minutes 16 seconds EAST, 27.03 feet;

    


    THENCE
      EASTERLY along a curve to the right through a central angle of 55 degrees 23
      minutes 07 seconds to a 5/8-inch iron rod with cap set for a northeasterly
      corner of the herein described tract, said curve having a radius of 320.83
      feet,
      an arc length of 310.13 feet and a long chord bearing NORTH 76 degrees 30
      minutes 59 seconds EAST, 298.20 feet;

    


    THENCE
      EASTERLY along a curve to the left through a central angle of 15 degrees 09
      minutes 37 seconds to a 5/8-inch iron rod with cap set for a northeasterly
      corner of the herein described tract, said curve having a radius of 110.00
      feet,
      an arc length of 29.11 feet, and a long chord bearing SOUTH 83 degrees 22
      minutes 17 seconds EAST, 29.02 feet;

    


    THENCE
      NORTH 89 degrees 02 minutes 55 seconds EAST, 14.22 feet to a 5/8-inch iron
      rod
      with cap found for the northeast corner of the herein described tract, lying
      in
      said west right-of-way line of Woodloch Forest Drive;

    


    THENCE
      SOUTH 01 degrees 25 minutes 35 seconds WEST, 35.79 feet along said west
      right-of-way line of Woodloch Forest Drive to a 5/8-inch iron rod with cap
      found
      for a northeasterly corner of the herein described tract;

    


    THENCE
      SOUTH 00 degrees 29 minutes 45 seconds EAST, 93.61 feet along said west line
      of
      Woodloch Forest Drive to an “X” found in concrete for a southeasterly corner of
      the herein described tract;

    


    THENCE
      SOUTH 04 degrees 18 minutes 28 seconds EAST, 33.88 feet along said west line
      of
      Woodloch Forest Drive to the POINT OF BEGINNING, containing 1.255 acre (54,665
      square feet) of land.  Reference is made to the above description on
      Drawing No. C-546 in the office of S & V Surveying, Inc.

    


    Tract
      2:

    A
      tract
      or parcel of land containing 1.776 acre (77,372 square feet) situated in the
      Walker County School Land Survey, Abstract No. 599, Montgomery County, Texas,
      out of land owned by  CF Woodlands Office, L.P., a Delaware Limited
      Partnership, by virtue of Special Warranty Deed dated December 30, 2003,
      as  recorded under Clerk’s File No. 2003-157664 of the Official Public
      Records of Real Property of Montgomery County (O.P.R.R.P.M.C.), and being all
      of
      Restricted Reserve “C” of The Woodlands Metro Center Section 35, as recorded in
      Cabinet R, Sheet 39 of the Montgomery County Map Records (M.C.M.R.), said 1.776
      acre tract being more particularly described by metes and bounds as follows:
      (The basis of bearing for this description are the calls on Timberloch Place
      Street dedication plat, as recorded in Cabinet C, Sheet 61 of the
      M.C.M.R.)

    


    COMMENCING
      at a 5/8-inch iron rod found in the intersection of the north right-of-way
      line
      of said Timberloch Place and the southerly end of a cutback to the west
      right-of-way line of Woodloch Forest Drive as recorded under Clerk’s File No.
      99002791 of the O.P.R.R.P.M.C. and in Cabinet Q, Sheet 53 of the M.C.M.R.,
      having a 1927 Texas State Plane Coordinate Value of X= 3,119,908.20 (E),
      Y=862,390.46 (N), and
      bearing SOUTH 36 degrees 29 minutes 50 seconds EAST, 5,837.70 feet from the
      northwest corner of said Walker County School Land Survey,
      A-599;


    
      
        
        

      

      
        A-ii

        
          

        

      

      
        
        

      

    


    


    THENCE
      SOUTH 88 degrees 11 minutes 10 seconds WEST, 253.91 feet along the said north
      right-of-way line of Timberloch Place to a 5/8-inch iron with cap set for the
      POINT OF BEGINNING and a southeasterly corner of the herein described tract,
      and
      having a 1927 Texas State Plane Coordinate Value of X = 3,119,654.42
      (E),   Y = 862,382.43 (N);

    


    THENCE
      SOUTH 88 degrees 11 minutes 10 seconds WEST, 163.43 feet along said north line
      of Timberloch Place to a 5/8-inch iron rod with cap set for a southerly corner
      of the herein described tract;

    


    THENCE
      NORTH 00 degrees 04 minutes 07 seconds WEST, 30.60 feet to a 5/8-inch iron
      rod
      with cap found for a southerly interior corner of the herein described tract,
      lying on the face of a parking garage building;

    


    THENCE
      SOUTH 89 degrees 55 minutes 53 seconds WEST, 130.00 feet along said face of
      the
      parking garage building to a 5/8-inch iron rod with cap found for a
      southwesterly corner of the herein described tract;

    


    THENCE
      NORTH 00 degrees 02 minutes 15 seconds WEST, 231.87 feet along said face of
      the
      parking garage building to a 5/8-inch iron rod with cap found for the northwest
      corner of the herein described tract;

    THENCE
      NORTH 89 degrees 58 minutes 38 seconds EAST, 351.56 feet along said face of
      the
      parking garage building to a 5/8-inch iron rod with cap set for the northeast
      corner of the herein described tract;

    


    THENCE
      SOUTH 00 degrees 09 minutes 46 seconds WEST, 27.58 feet to a 5/8-inch iron
      rod
      with cap found for a northeasterly corner of the herein described
      tract;

    


    THENCE
      WEST, 41.07 feet to a 5/8-inch iron rod with cap set for a northeasterly
      interior corner of the herein described tract;

    


    THENCE
      SOUTH, 189.16 feet to a 5/8-inch iron rod with cap set for a southeasterly
      corner of the herein described tract, lying in the north line of a Lift Station
      Easement as recorded under Clerk’s File No. 8022242 of the
      O.P.R.R.P.M.C.;

    


    THENCE
      SOUTH 88 degrees 11 minutes 10 seconds WEST, 18.15 feet along the said north
      line of the Lift Station Easement to a 5/8-inch iron rod with cap set for a
      southeasterly interior corner of the herein described tract;

    


    THENCE
      SOUTH 01 degrees 48 minutes 50 seconds EAST, 40.00 feet along the west line
      of
      said Lift Station Easement to the POINT OF BEGINNING, containing 1.776 acre
      (77,372 square feet) of land.  Reference is made to the above
      description on Drawing No. C-546 in the office of S & V Surveying,
      Inc.

    


    S
&
V
      SURVEYING,
      INC.


    
      
        
        

      

      
        A-iii

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “A-1”

     

    LEGAL
      DESCRIPTION OF THE OFFICE COMPLEX

     

    A
      tract
      or parcel of land containing 1.255 acre (54,665 square feet) situated in the
      Walker County School Land Survey, Abstract No. 599, Montgomery County, Texas,
      out of land owned by Woodlands VTO 2000 Land, L.P., a Texas Limited Partnership,
      by virtue of Special Warranty Deed dated July 31, 2000 recorded under Clerk’s
      File No. 2000-063910 of the Montgomery County Real Property Records
      (M.C.R.P.R.), said 1.255 acre being more particularly described by metes and
      bounds as follows: (The basis of bearing for this description are the calls
      on
      Timberloch Place Street dedication plat, as recorded in Cabinet “C,” Sheet 61 of
      the Montgomery County Map Records (M.C.M.R.)

     

    COMMENCING
      at a 5/8-inch iron rod set in the intersection of the north right-of-way line
      of
      said Timberloch Place and the southerly end of a cutback to the west
      right-of-way line of Woodloch Forest Drive as recorded under Clerk’s File No.
      99002791 of the M.C.R.P.R., having a 1927 Texas State Plane Coordinate Value
      of
      X= 3,119,908.20 (E), Y=862,390.46 (N), and bearing SOUTH 36 degrees 29 minutes
      50 seconds EAST, 5,837.70 feet from the northwest corner of said Walker County
      School Land Survey, A-599;

     

    THENCE
      NORTH 41 degrees 48 minutes 22 seconds EAST, 34.49 feet along said cutback
      to a
      an “X” set in concrete;

     

    THENCE
      NORTH 04 degrees 34 minutes 26 seconds WEST, 7.03 feet along said west line
      of
      Woodloch Forest Drive to a 5/8-inch iron rod set at a point of
      curvature;

     

    THENCE
      NORTHERLY along a curve to the right and said west line of Woodloch Forest
      Drive
      through a central angle of 02 degrees 59 minutes 58 seconds to a 5/8-inch iron
      rod set at a point of tangency, said curve having a radius of 1,060.00 feet,
      an
      arc length of 55.49 feet, and a long chord bearing NORTH 03 degrees 04 minutes
      27 seconds WEST, 55.48 feet;

     

    THENCE
      NORTH 04 degrees 18 minutes 28 seconds WEST, 161.68 feet along said west line
      of
      Woodloch Forest Drive to an “X” set in concrete at the POINT OF BEGINNING and
      the southeast corner of the herein described tract, and having a 1927 Texas
      State Plane Coordinate Value of X= 3,119,915.51(E), Y= 862,639.80
      (N);

     

    THENCE
      SOUTH 89 degrees 58 minutes 38 seconds WEST, 358.89 feet to a 5/8-inch iron
      rod
      set at the southwest corner of the herein described tract;

     

    THENCE
      NORTH 83.37 feet to a 5/8-inch iron rod set at the northwest corner of the
      herein described tract;

     

    THENCE
      NORTHEASTERLY along a curve to the left through a central angle of 22 degrees
      15
      minutes 41 seconds to a 5/8-inch iron rod set at a northwesterly corner of
      the
      herein described tract, said curve having a radius of 70.00 feet, an arc length
      of 27.20 feet, and a long chord bearing NORTH 59 degrees 57 minutes 16 seconds
      EAST, 27.03 feet;

     

    THENCE
      EASTERLY along a curve to the right through a central angle of 55 degrees 23
      minutes 07 seconds to a 5/8-inch iron rod set at a northeasterly corner of
      the
      herein described tract, said curve having a radius
      of
      320.83 feet, an arc length of 310.13 feet and a long chord bearing NORTH 76
      degrees 30 minutes 59 seconds EAST, 298.20 feet;

     


    
      
        
        

      

      
        A-1-i

        
          

        

      

      
        
        

      

    


     

    THENCE
      EASTERLY along a curve to the left through a central angle of 15 degrees 09
      minutes 37 seconds to a 5/8-inch iron rod set at a northeasterly corner of
      the
      herein described tract, said curve having a radius of 110.00 feet, an arc length
      of 29.11 feet, and a long chord bearing SOUTH 83 degrees 22 minutes 17 seconds
      EAST, 29.02 feet;

     

    THENCE
      NORTH 89 degrees 02 minutes 55 seconds EAST, 14.22 feet to a 5/8-inch iron
      rod
      set at the northeast corner of the herein described tract, lying in said west
      line of Woodloch Forest Drive;

     

    THENCE
      SOUTH 01 degrees 25 minutes 35 seconds WEST, 35.79 feet along said west line
      of
      Woodloch Forest Drive to a 5/8-inch iron rod set at a northeasterly corner
      of
      the herein described tract;

     

    THENCE
      SOUTH 00 degrees 29 minutes 45 seconds EAST, 93.61 feet along said west line
      of
      Woodloch Forest Drive to an “X” set in concrete at a southeasterly corner of the
      herein described tract;

     

    THENCE
      SOUTH 04 degrees 18 minutes 28 seconds EAST, 33.88 feet along said west line
      of
      Woodloch Forest Drive to the POINT OF BEGINNING, containing 1.255 acre (54,665
      square feet) of land. Reference is made to the above description on Drawing
      No.
      C-546 in the office of S & V Surveying, Inc.

     

    A
      tract
      or parcel of land containing 1.776 acre (77,372 square feet) situated in the
      Walker County School Land Survey, Abstract No. 599, Montgomery County, Texas,
      out of land owned by Woodlands VTO 2000 Land, L.P., a Texas Limited Partnership,
      by virtue of Special Warranty Deed dated July 31, 2000 recorded under Clerk’s
      File No. 2000-063910 of the Montgomery County Real Property Records
      (M.C.R.P.R.), said 1.776 acre tract being more particularly described by metes
      and bounds as follows: (The basis of bearing for this description are the calls
      on Timberloch Place Street dedication plat, as recorded in Cabinet “C,” Sheet 61
      of the Montgomery County Map Records (M.C.M.R.)

     

    COMMENCING
      at a 5/8-inch iron rod set in the intersection of the north right-of-way line
      of
      said Timberloch Place and the southerly end of a cutback to the west
      right-of-way line of Woodloch Forest Drive as recorded under Clerk’s File No.
      99002791 of the M.C.R.P.R., having a 1927 Texas State Plane Coordinate Value
      of
      X= 3,119,908.20 (E), Y=862,390.46 (N), and bearing SOUTH 36 degrees 29 minutes
      50 seconds EAST, 5,837.70 feet from the northwest corner of said Walker County
      School Land Survey, A-599;

     

    THENCE
      SOUTH 88 degrees 11 minutes 10 seconds WEST, 253.91 feet along the said north
      line of Timberloch Place to the POINT OF BEGINNING and a southeasterly corner
      of
      the herein described tract, and having a 1927 Texas State Plane Coordinate
      Value
      of X = 3,119,654.42 (E), Y = 862,382.43 (N);

     

    THENCE
      SOUTH 88 degrees 11 minutes 10 seconds WEST, 163.43 feet along said north line
      of Timberloch Place to a 5/8-inch iron rod set at a southerly corner of the
      herein described tract;

     

    THENCE
      NORTH 00 degrees 04 minutes 07 seconds WEST, 30.60 feet to a southerly interior
      corner of the herein described tract, lying on the face of a parking garage
      building;

     


    
      
        
        

      

      
        A-1-ii

        
          

        

      

      
        
        

      

    


    THENCE
      SOUTH 89 degrees 55 minutes 53 seconds WEST, 130.00 feet along said face of
      the
      parking garage building to a southwesterly corner of the herein described
      tract;

     

    THENCE
      NORTH 00 degrees 02 minutes 15 seconds WEST, 231.87 feet along said face of
      the
      parking garage building to a 5/8-inch iron rod set at the northwest corner
      of
      the herein described tract;

     

    THENCE
      NORTH 89 degrees 58 minutes 38 seconds EAST, 351.56 feet along said face of
      the
      parking garage building to a 5/8-inch iron rod set at the northeast corner
      of
      the herein described tract;

     

    THENCE
      SOUTH 00 degrees 09 minutes 46 seconds WEST, 27.58 feet to a 5/8-inch iron
      rod
      set at a northeasterly corner of the herein described tract;

     

    THENCE
      WEST, 41.07 feet to a 5/8-inch iron rod set at a northeasterly interior corner
      of the herein described tract;

     

    THENCE
      SOUTH, 189.16 feet to a 5/8-inch iron rod set at a southeasterly corner of
      the
      herein described tract, lying in the north line of a Lift Station Easement
      as
      recorded under Clerk’s File No. 8022242 of the M.C.R.P.R.;

     

    THENCE
      SOUTH 88 degrees 11 minutes 10 seconds WEST, 18.15 feet along the said north
      line of the Lift Station Easement to a 5/8-inch iron rod set at a southeasterly
      interior corner of the herein described tract;

     

    THENCE
      SOUTH 01 degrees 48 minutes 50 seconds EAST, 40.00 feet along the west line
      of
      said Lift Station Easement to the POINT OF BEGINNING, containing 1.776 acre
      (77,372 square feet) of land. Reference is made to the above description on
      Drawing No. C-546 in the office of S & V Surveying, Inc.

     

    A
      tract
      or parcel of land containing 1.453 acre (63,293 square feet) situated in the
      Walker County School Land Survey, Abstract No. 599, Montgomery County, Texas,
      out of land owned by The Woodland Land Development Company, L.P., a Texas
      Limited Partnership, by virtue of Deed from The Woodlands Commercial Properties
      Company, L.P., a Texas Limited Partnership, dated August 17, 1999 recorded
      under Clerk’s File No. 99069028 of the Montgomery County Real Property Records
      (M.C.R.P.R.), said 1.453 acre being more particularly described by metes and
      bounds as follows: (The basis of bearing for this description are the calls
      on
      Timberloch Place Street dedication plat, as recorded in Cabinet “C,” Sheet 61 of
      the Montgomery County Map Records (M.C.M.R.)

     

    BEGINNING
      at a 5/8-inch iron rod set in the intersection of the north right-of-way line
      of
      said Timberloch Place and the southerly end of a cutback to the west
      right-of-way line of Woodloch Forest Drive as recorded under Clerk’s File No.
      99002791 of the M.C.R.P.R., having a 1927 Texas State Plane Coordinate Value
      of
      X= 3,119,908.20 (E), Y=862,390.46 (N), and bearing SOUTH 36 degrees 29 minutes
      50 seconds EAST, 5,837.70 feet from the northwest corner of said Walker County
      School Land Survey, A-599;

     

    THENCE
      SOUTH 88 degrees 11 minutes 10 seconds WEST, 253.91 feet along the said north
      line of Timberloch Place to a 5/8-inch iron rod set at the southwest corner
      of
      the herein described tract and the southwest corner of a Lift Station Easement
      as recorded under Clerk’s File No. 8022242 of the M.C.R.P.R.;

     


    
      
        
        

      

      
        A-1-iii

        
          

        

      

      
        
        

      

    


    THENCE
      NORTH 01 degrees 48 minutes 50 seconds WEST, 40.00 feet along the west line
      of
      said Lift Station Easement to a 5/8-inch iron rod set at the northwest corner
      of
      said Lift Station Easement and a southwesterly corner of the herein described
      tract;

     

    THENCE
      NORTH 88 degrees 11 minutes 10 seconds EAST, 18.15 feet along the north line
      of
      said Lift Station Easement to a 5/8-inch iron rod set at a southwesterly
      interior corner of the herein described tract;

     

    THENCE
      NORTH, 189.16 feet to a 5/8-inch iron rod set at a northwesterly corner of
      the
      herein described tract;

     

    THENCE
      EAST, 41.07 feet to a 5/8-inch iron rod set at a northwesterly interior corner
      of the herein described tract;

     

    THENCE
      NORTH 00 degrees 09 minutes 46 seconds EAST, 27.58 feet to a 5/8-inch iron
      rod
      set at a northwesterly corner of the herein described tract;

     

    THENCE
      NORTH 89 degrees 58 minutes 38 seconds EAST, 203.06 feet to an “X” set in
      concrete at the northeast corner of the herein described tract, lying in said
      west line of Woodloch Forest Drive;

     

    THENCE
      SOUTH 04 degrees 18 minutes 28 seconds EAST, 161.68 feet along said west line
      of
      Woodloch Forest Drive to a 5/8-inch iron rod found at a point of curvature
      and a
      southeasterly corner of the herein described tract;

     

    THENCE
      SOUTHERLY along a curve to the left and said west line of Woodloch Forest Drive
      through a central angle of 02 degrees 59 minutes 58 seconds to a 5/8-inch iron
      rod set at a southeasterly corner of the herein described tract, said curve
      having a radius of 1,060.00 feet, an arc length of 55.49 feet, and a long chord
      bearing SOUTH 03 degrees 04 minutes 27 seconds EAST, 55.48 feet;

     

    THENCE
      SOUTH 04 degrees 34 minutes 26 seconds EAST, 7.03 feet along said west line
      of
      Woodloch Forest Drive to an “X” set in concrete at a southeasterly corner of the
      herein described tract;

     

    THENCE
      SOUTH 41 degrees 48 minutes 22 seconds WEST, 34.49 feet along said cutback
      from
      said west line of Woodloch Forest Drive to said north line of Timberloch Place
      to the POINT OF BEGINNING, containing 1.453 acre (63,293 square feet) of land.
      Reference is made to the above description on Drawing No. C-546 in the office
      of
      S & V Surveying, Inc.

     


    
      
        
        

      

      
        A-1-iv

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “B”

     

    FLOOR
      PLAN OF PREMISES

     

    


     

    [SEE
      ATTACHED]

     

     

     

     

     

     

     

     

     

     

     


    
      
        
        

      

      
        B-i

        
          

        

      

      
        
        

      

    


    

     


    
      
        
        

      

      
        B-ii

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “C”

     

    INTENTIONALLY
      DELETED

     

    


     

     

     

     

     

     

     

     

     

     


    
      
        
        

      

      
        C-2-i

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “D”

     

    CERTIFICATE
      OF ACCEPTANCE OF PREMISES

     

    (Sample
      Only)

     

    Re:           Office
      Lease dated   January 16 , 2007, between   Triple
      Net Properties Realty, Inc.  
      (“Landlord”) and   Texoga Technologies
      Corporation   (“Tenant”) for
      approximately 16,384   RSF of Premises on the
  9th   floor
      of Waterway Plaza One

    


    
      	
               

            	
              Landlord
                and Tenant agree that:

            


    

    
      	
            	
              A.

            	
              Except
                for those items shown on the attached “punch list”, if any, Landlord has
                fully completed all Work required under the terms of the
                Lease.

            


    

     

    
      	
               

            	
              B.

            	 	
              The
                Premises are usable by Tenant as intended; Landlord has no further
                obligation to perform any Work or other construction (except as
                specified in the punch-list), and Tenant acknowledges that both the
                Building and the Premises are satisfactory in all
                respects.

            


    

     

    
      	
            	
              C.

            	
              The
                Commencement Date of the Lease is   March 1
                ,  200..7 .

            


    

     

    
      	
            	
              D.

            	
              The
                Expiration Date of the Lease is the last day of March
                2017.

            


    

     

    
      	
            	
              E.

            	
              Tenant’s
                Address at the Premises after the Commencement Date
                is:

            


    

     

    
      	 	
              Attention: 
                Steven S. McGuire

              Telephone: 
                (281) 364-9500

              Facsimile: 
                (281) 364-7590

               

            


    

    All
      other
      terms and conditions of the Lease are ratified and acknowledged to be
      unchanged.

    EXECUTED
      as of   January 16 , 200  7 .

     

    
      	 	
              TENANT:

            
	 	 
	 	
              Texoga
                Technologies Corporation, a Texas corporation

            
	 	
              By:  /s/
                STEVEN S. McGURIE

            
	 	
              Name:
                Steven S. McGuire

            
	 	
              Title:
                C.E.O.

            
	 	 
	 	
              Safe
                Renewables Corporation, a Texas corporation

            
	 	
              By:
                /s/ RICHARD DeGARMO

            
	 	
              Name:
                Richard DeGarmo

            
	 	
              Title:  VP
                Operations

            


    

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	 
	 	
              LANDLORD:

            
	 	
              NNN
                Waterway Plaza, LLC, NNN Waterway Plaza 1, LLC, NNN Waterway Plaza
                2, LLC,
                NNN Waterway Plaza 3, LLC, NNN Waterway Plaza 4, LLC, NNN Waterway
                Plaza
                5, LLC, NNN Waterway Plaza 6, LLC, NNN Waterway Plaza 7, LLC, NNN
                Waterway
                Plaza 8, LLC, NNN Waterway Plaza 9, LLC, NNN Waterway Plaza 10, LLC,
                NNN
                Waterway Plaza 11, LLC, NNN Waterway Plaza 12, LLC, NNN Waterway
                Plaza 13,
                LLC, NNN Waterway Plaza 14, LLC, NNN Waterway Plaza 15, LLC, NNN
                Waterway
                Plaza 16, LLC, NNN Waterway Plaza 17, LLC, NNN Waterway Plaza 19,
                LLC, NNN
                Waterway Plaza 20, LLC, NNN Waterway Plaza 21, LLC, NNN Waterway
                Plaza 23,
                LLC, NNN Waterway Plaza 24, LLC, NNN Waterway Plaza 25, LLC, NNN
                Waterway
                Plaza 28, LLC, NNN Waterway Plaza 29, LLC, NNN Waterway Plaza 30,
                LLC, NNN
                Waterway Plaza 31, LLC, and NNN Waterway Plaza 32, LLC, each one
                a
                Delaware limited liability company (collectively, “Landlord”) acting by
                and through Triple Net Properties Realty, Inc. (“Agent” for
                Landlord)

            
	 	 
	 	
              By:Triple
                Net Properties Realty, Inc., Agent for Landlord

            
	 	 
	 	
              By:  /s/
                KEVIN A. BARR

            
	 	
              Its:   EVP

            
	 	
              Date:  1-16-07

            
	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “E”

     

    RULES
      AND REGULATIONS

     

    


    


     

    PASSAGE
      WAY OBSTRUCTION

    The
      sidewalks, entries, passages, courts, lobbies, corridors and stairways shall
      not
      be obstructed by any Tenant, its employees, contractors or agents, or used
      by
      them for other purposes than for ingress and egress to and from their respective
      suites.

     

    UPKEEP
      OF
      PREMISES

    All
      glass, locks and trimmings in or about the doors and windows, and all electric
      globes and shades belonging to the Building shall be kept whole, and whenever
      broken by the Tenant or its agents or invitees, shall be immediately replaced
      or
      repaired and put in order by Tenant under the direction and to the satisfaction
      of Landlord, and on removal shall be left whole and in good repair.

     

    SKYLIGHTS
      AND WINDOWS

    No
      floors, skylights or windows that reflect or admit light into the corridors
      or
      passage-ways, or to any other place in the Building, shall be covered or
      obstructed by any Tenant.  If Tenant desires blinds or window
      coverings, they must be of such shade, color, material and make as shall be
      prescribed by Landlord (and any awning proposed may be prohibited by
      Landlord).

     

    SIGNAGE

    No
      sign,
      advertisement, display, notice, or other lettering shall be exhibited,
      inscribed, painted or affixed on any part of the outside of the Premises, or
      inside, if visible from the outside of the Building, unless Landlord has
      approved in writing the color, size, style, and location thereof in the
      Building.  There shall be no duty on Landlord to allow any sign,
      advertisement or notice to be inscribed, painted or affixed on any part of
      the
      inside or outside of the Building unless provided for in the
      Lease.  In addition, no symbol, design, mark, or insignia adopted by
      Landlord for Waterway Plaza, or any part thereof, shall be used in connection
      with the conduct of Tenant’s business in the Premises or elsewhere, without the
      prior written consent of Landlord.  Signs on doors will be placed for
      Tenant by a tradesman appointed by Landlord, the cost to be paid by
      Tenant.  A directory in a conspicuous place, with names of the
      Tenants, will be provided by Landlord; any necessary revision in this will
      be
      made by Landlord within a reasonable time after notice from Tenant of the error
      or change making the revision necessary.  No furniture shall be placed
      in front of the Building or in any lobby or corridor without written consent
      of
      Landlord.  Landlord shall have the right to remove all such signs and
      furniture without notice to Tenant, at the expense of Tenant.

     

    NOISE

    No
      person
      shall disturb the occupants of the Building by the use of any musical
      instruments, the making of unseemly noises, by the emission of odors or in
      any
      other way.  No dogs or other animals shall be allowed in the Building,
      except for guide animals of disabled persons.  Guide animals, however,
      must not bother, threaten, or harm persons unless provoked.

     

    
      
        
        

      

      
        E-i

        
          

        

      

      
        
        

      

    

    USE
      OF
      PREMISES


    No
      portion of the Building shall be used for living, sleeping, residential or
      lodging purposes, or for any immoral or unlawful purposes.

    


    FIRE
      PROTECTION

    Tenant
      shall not do or permit anything to be done in the Premises or the common areas
      of the Building, or bring or keep anything therein, which might invalidate
      or
      increase the rate of or make inoperative fire insurance on the Building or
      property kept therein, or any other insurance policy carried by Landlord on
      the
      Building or any part thereof, or obstruct or interfere with the rights of other
      Tenants, or in any way injure or annoy them, or conflict with the laws relating
      to fire, or with any regulations of the fire department, or conflict with any
      of
      the rules or ordinances of any city, county, state or federal
      authority.  Tenant shall not be permitted to use or keep in the
      Premises or any portion of the Building any kerosene, camphene or other burning
      or flammable fluids or explosives without the prior approval of
      Landlord.

     

    PARKING

    All
      vehicles will be parked within striped lanes.  Parking across the
      stripes or in unmarked areas, blocking of walkways, loading areas, entrances
      or
      driveways will not be permitted.  Unauthorized cars will not be
      allowed in the reserved parking areas.  Should such a situation exist,
      Landlord, at its option, shall have the right to tow such vehicle away at the
      owner’s expense. No overnight parking or vehicle storage is permitted in the
      parking garage.

     

    BICYCLES

    No
      bicycles or similar vehicles will be allowed in the Building.

     

     

    JANITORIAL
      SERVICE

    No
      Tenant
      shall employ any person or persons other than the janitor of the Landlord for
      the purpose of cleaning or taking care of the premises leased, without the
      written consent of Landlord.  Landlord shall be in no way responsible
      to any Tenant for any loss of property from the leased premises, however
      occurring, or for any damage done to the furniture by the janitor or any of
      its
      employees, or by any other person or persons whomsoever.  Any person
      or persons employed by Tenant, with the written consent of Landlord, must be
      subject to and under the control and direction of the janitor of the Building
      at
      all times while working in the Building.  The janitor of the Building
      may at all times keep a pass key.  The janitor and other agents of
      Landlord shall at all times be allowed admittance to said leased
      premises.

     

    NON-STANDARD
      CLEANING AND MAINTENANCE

    If
      Tenant
      requires cleaning or maintenance of specialty equipment or non-standard tenant
      improvement furnishings (i.e., glass panels, special art decor, non-standard
      floor coverings, non-standard lighting and specialized equipment) as determined
      by Landlord, Tenant shall pay any additional cost attributable thereto, plus
      15%
      overhead.

     

    EXCESS
      TRASH DISPOSAL

    In
      the
      event Tenant must dispose of crates, boxes, etc., which will not fit into
      standard office waste paper baskets, it will be the responsibility of Tenant
      to
      dispose of same.  In no event will Tenant set such items in the public
      areas of the Building. Landlord will not be responsible for the disposal of
      computers and/or office equipment including any trash that will not fit into
      a
      standard waste paper basket.


    
      
        
        

      

      
        E-ii

        
          

        

      

      
        
        

      

    


    DEBRIS
      AND WASTE MATERIAL

    Nothing
      shall be thrown out of the windows of the Building, or down the stairways or
      other passages.  Tenant will dispose of only Waste Materials in its
      waste paper baskets.  Waste material is all solid waste (including
      recyclable materials) generated by Tenant, specifically excluding any
      radioactive, volatile, corrosive, highly flammable explosive, biomedical,
      infectious bio-hazardous, toxic or hazardous material defined by applicable
      federal, state or local regulations.

     

    CARPET
      DAMAGE

    Tenant
      will be responsible for any damage to carpeting and flooring as a result of
      rust
      or corrosion of file cabinets, water staining from planters, drink spills,
      excessive wearing by roller chairs and metal objects.

     

    MOVES

    Movement
      in or out of the Building of furniture, equipment or materials which requires
      use of elevators or stairways, or movement through the Building entrances or
      lobby, shall be under the supervision of, and shall be restricted to hours
      designated by Landlord.  Such movement shall be carried out in the
      manner agreed upon between Tenant and Landlord by prearrangement before
      performance.  At the time of such prearrangement, Landlord will set
      time, method and routing of movement as well as limitations imposed by safety
      or
      other concerns which may prohibit any item from being brought into the
      Building.  Tenant assumes, and shall indemnify Landlord against, all
      risks and claims of damage to persons and/or properties arising in connection
      with any said movement.

    


    Moves
      are
      to be scheduled, unless otherwise provided, for after 5:30 p.m. Monday
      through Friday, and  from 9:00 a.m. to 5:00 p.m. on Saturdays and
      Sundays, excluding Holidays.

     

    HEAVY
      EQUIPMENT

    All
      safes
      or other heavy articles shall be carried up or into the premises only at such
      times and in such manner as shall be prescribed by Landlord, and Landlord shall
      in all cases have the right to specify the proper weight and position of any
      such safe or other heavy article.  Any damage done to the Building by
      taking in or removing any safe or from overloading any floor in any way shall
      be
      paid by Tenant.  Defacing or injuring in any way any part of the
      Building by Tenant, its agents or servants, shall be paid for by
      Tenant.

     

    BUILDING
      HOURS

    Landlord
      designates the following hours during which the Building will be in
      operation:  7:00 am to 6:00 pm Monday through Friday, and 8:00 am to
      1:00 pm on Saturday, exclusive of Holidays.

     

    PROTECTION
      OF PREMISES

    Tenant
      shall have the responsibility for protecting the Premises from theft, robbery
      and pilferage.

     

    AFTER
      HOURS AIR CONDITIONING AND HEATING

    In
      the
      event Tenant desires air conditioning or heating service other than during
      standard operating hours, the request must be made in writing to Landlord by
      12noon the business day prior to requested date. This service will be
      made available at Landlord’s then prevailing rate established on an hourly
      basis, currently $42.00 per hour with a two hour minimum. There is no charge
      for
      air conditioning and heating on Saturday between 8:00 am – 1:00 pm, however, air
      for this period must be requested in advance and will be programmed on an
      as-needed basis.


    
      
        
        

      

      
        E-iii

        
          

        

      

      
        
        

      

    


    WATER
      USAGE

    The
      water
      closets and other water fixtures shall not be used for any purpose other than
      those for which they were intended, and any damage resulting to them from
      misuse, or the defacing or injury of any part of the Building shall be borne
      by
      the person who shall occasion it.  No person shall waste water by
      interfering with the faucets or otherwise.

     

    LOCKS
      AND
      KEYS

    Landlord
      agrees to furnish Tenant two keys for the doors entering the Building, Tenant’s
      suite and each entry door therein.  Any additional keys will be
      furnished at a rate of $3.50 per key.  No additional locks shall be
      placed upon any doors without the written consent of Landlord, nor shall any
      duplicate keys be made.  All necessary keys shall be furnished by
      Landlord, and the same shall be surrendered upon the termination of this lease,
      and Tenant shall then give to Landlord or its agents explanation of the
      combination of all locks upon the doors of vaults.

     

    ELECTRICAL
      AND TELEPHONE SERVICE

    If
      Tenant
      desires telegraphic, telephonic or other electric connections, Landlord or
      its
      agents will direct the electricians as to where and how the wires may be
      introduced, and without such direction no boring or cutting for wires will
      be
      permitted.  Access to any mechanical, electrical or telephone rooms
      must be approved by Landlord.

     

    ALTERATIONS
      AND CONTRACTOR APPROVAL

    All
      contractors and/or technicians performing any alterations for Tenant within
      the
      Building must be approved by Landlord prior to commencement, provide approved
      certificate of insurance, and execute proper lien waivers.

     

    ANTENNAE
      AND AERIALS

    No
      aerial
      or antenna, including but not limited to, a satellite dish, shall be erected
      on
      the roof or exterior walls of the Premises or Building in which the Premises
      is
      a part without, in each instance, the prior written consent of
      Landlord.  Any aerial or antenna so installed without such written
      consent shall be subject to removal by Landlord without notice at any
      time.

     

    ADDITIONAL
      RULES AND REGULATIONS

    Landlord
      reserves the right to make such other and further reasonable rules and
      regulations as in its judgment may from time to time be necessary for the
      safety, care and cleanliness of the Building and its occupants and for the
      preservation of good order therein.


    
      
        
        

      

      
        E-iv

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “F-1”

     

    
      	
              ACORD ä                      CERTIFICATE
                OF LIABILITY
                INSURANCE

            	
              DATE
                (MM/DD/YY)

               

            
	
              PRODUCER                                           ADDRESS

            	
              THIS
                CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS
                NO
                RIGHTS UPON THE CERTIFICATE HOLDER.  THIS CERTIFICATE DOES NOT
                AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
                BELOW.

            
	
              COMPANIES
                AFFORDING COVERAGE

            
	
              COMPANY
                A

            	 
	
              INSURED

            	
              COMPANY
                B

            	 
	
              COMPANY
                C

            	 
	
              COMPANY
                D

            	 
	
              COVERAGES

            
	
              THIS
                IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN
                ISSUED
                TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,
                NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT
                OR
                OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED
                OR MAY
                PERTAIN.  THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED
                HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF
                SUCH
                POLICIES.  LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID
                CLAIMS.

            
	
              CO

              LTR

            	
              TYPE
                OF INSURANCE

            	
              POLICY
                NUMBER

            	
              POLICY
                EFFECTIVE

              DATE
                (MM/DD/YY)

            	
              POLICY
                EXPIRATION

              DATE
                (MM/DD/YY)

            	
              LIMITS

            
	
              A

            	
              GENERAL
                LIABILITY

            	 	 	 	
              GENERAL
                AGGREGATE

            	
              $           
                 1000000

            
	
              X

            	
              COMMERCIAL
                GENERAL LIABILITY

            	
              PRODUCTS
                – COMP/OP AGG

            	
              $           

            
	 	 	
              CLAIMS
                MADE

            	
              X

            	
              OCCUR

            	
              PERSONAL
                & ADV INJURY

            	
              $           

            
	 	
              OWNERS
                & CONTRACTOR’S PROT

              __________________________________

            	
              EACH
                OCCURRENCE

            	
              $           

            
	 	
              FIRE
                DAMAGE (Any one fire)

            	
              $                 50000

            
	 	
              MED
                EXP (Any one person)

            	
              $                 
                 5000

            
	
              B

            	
              AUTOMOBILE
                LIABILITY

               

            	 	 	 	
              COMBINED
                SINGLE LIMIT

            	
              $           
                 1000000

            
	
              X

            	
              ANY
                AUTO

            	
              BODILY
                INJURY

              (Per
                person)

            	
              $

            
	 	
              ALL
                OWNED AUTOS

            
	 	
              SCHEDULED
                AUTOS

            	
              BODILY
                INJURY

              (Per
                accident)

            	
              $

            
	
              X

            	
              HIRED
                AUTOS

            
	
              X

            	
              NON-OWNED
                AUTOS

            	
              PROPERTY
                DAMAGE

            	
              $

            
	 	
              _____________________________________

            
	 	 
	 	
              GARAGE
                LIABILITY

            	 	 	 	
              AUTO
                ONLY – EA ACCIDENT

            	
              $

            
	 	
              ANY
                AUTO

              __________________________________

               

            	
              OTHER
                THAN AUTO ONLY:

            	 
	 	
              EACH
                ACCIDENT

            	
              $

            
	 	
              AGGREGATE

            	
              $

            
	
              C

            	
              EXCESS
                LIABILITY

            	 	 	 	
              EACH
                OCCURRENCE

            	
              $            
                5000000

            
	
              X

            	
              UMBRELLA
                FORM

               

              OTHER
                THAN UMBRELLA FORM

            	
              AGGREGATE

            	
              $             5000000

            
	 	 	
              $

            
	
              D

            	
              WORKERS
                COMPENSATION AND

              EMPLOYERS’
                LIABILITY

            	 	 	 	 	
              WC
                STATU-   OTHER

              TORY

              LIMITS

            	 
	
               

               

              THE
                PROPRIETOR/

              PARTNERS/EXECUTIVE

              OFFICERS
                ARE:

            	 	
               

               

              INCL

               

              EXCL

            	
              EL
                EACH ACCIDENT

            	
              $             1000000

            
	 	
              EL
                DISEASE – POLICY LIMIT

            	
              $             1000000

            
	 	
              EL
                DISEASE – EA EMPLOYEE

            	
              $             1000000

            
	 	
              OTHER

            	 	 	 	 
	
              DESCRIPTION
                OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS

              _________________________________,
                its successors and/or assigns are Additional Insured’s on General
                Liability & Auto Liability with Waivers of Subrogation on General
                Liability, Auto Liability & Employers Liability.  Insured’s
                Insurance is Primary w/Agg. per Loc.

            
	
              CERTIFICATE
                HOLDER

            	
              CANCELLATION

            
	 	
              SHOULD
                ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
                DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO
                MAIL  30  DAYS WRITTEN NOTICE TO THE CERTIFICATE
                HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE
                NO
                OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS
                OR
                REPRESENTATIVES.

            
	
              AUTHORIZED
                REPRESENTATIVE

               

               

            
	
              ACORD
                25-S
                (1/95)                                                                                                                                                                                                                                          ©ACORD
                CORPORATION 1988

            


    


    
      
        
        

      

      
        F-1-i

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “F-2”

     

    

    



    
      
        
        

      

      
        F-2-i

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1

     

    OPERATING
      EXPENSE ALLOCATIONS

     

    The
      Office Complex includes another building called “Waterway Plaza Two” which will
      share certain common benefits, including the Parking Facilities, with the
      Project.  The allocation of common Operating Expenses for the Office
      Complex is as follows:

     

    
      	
              Waterway
                Plaza One -

            	
              223,516
                sqft = 61.06%

            
	
              Waterway
                Plaza Two -

            	
              142,558
                sqft = 38.94%

            
	
              Total
                -

            	
              366,074
                sqft =  100 %

            


    

    


     

     

     

     

     

     

    
 

    
      
        
        

      

      
        Schedule
          1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “G”

     

    


     

    JANITORIAL
      SPECIFICATIONS

     

    DAILY
      SERVICES - OFFICES, PUBLIC AREAS (Mon.-Fri. 5:30 p.m. - 10:30 p.m.)

    Services
      subject to change based on annual contract between Landlord and
      provider

     

    1.      Empty
      waste receptacles, transfer to designated location for removal.

     

    2.      Sweep
      hard surface flooring.

     

    3.      Empty
      and clean ashtrays from outside receptacles.  Empty debris from sand
      urns, smooth sand, and replace when necessary.

     

    4.      Wash,
      clean and disinfect dispensing area of water fountains and coolers in building
      common hallways. Wash metal housings and shiny metal fixture units.

     

    5.      Use
      lights only in areas being cleaned.

     

    6.      Vacuum
      carpeted areas.  All traffic lane areas of tenant spaces and common
      corridors will be vacuumed with a machine which utilizes an agitation
      device.

     

    7.      Sweep
      stairwells and dust handrails.

     

    8.      Police
      sidewalks at lobby entrance and exterior break areas, picking up trash and
      cleaning as needed.

     

    9.      Spot
      clean walls within reach. Vacuum and spot clean all elevators thoroughly -
      floors, walls, tracks, phones, etc.

     

    10.           Remove
      main entrance door mats, vacuum mats and return to proper location.

     

    11.           Remove
      smudges, fingerprints within reach from doors and door jams.

     

    12.           Clean
      elevator door tracks.

     

    


     

    NIGHTLY
      SERVICES - LAVATORIES

     

    1.      Wet
      mop thoroughly and disinfect lavatory floors.

     

    2.      Polish
      mirrors, brightwork, enameled surfaces.

     

    3.      Wash
      and disinfect all basins, bowls and urinals.

     

    4.      Hand
      dust, clean and disinfect all partitions, counter tops, tile ledges, hand towel,
      toilet tissue and sanitary napkin dispensers.

     


    
      
        
        

      

      
        G-i

        
          

        

      

      
        
        

      

    


    5.      Clean
      and fill toilet tissue, hand soap, hand towel, and sanitary napkin
      dispensers.

     

    6.      Empty
      and clean all waste receptacles.

     

    7.      Remove
      smudges, fingerprints and scuff marks from both sides of entry
      doors.

     

    


     

    WEEKLY
      SERVICES

     

    8.      Remove
      fingerprints, smudges, and scuff marks from vertical and horizontal surfaces
      within reach.  This includes, but may not be limited to, doors and
      walls.

     

    9.      Polish
      elevator door tracks.

     

    


     

    MONTHLY
      SERVICES

     

    10.           Wash
      down ceramic tile walls in lavatory compartment partitions.

     

    11.           Shampoo
      interior and exterior mats.

     

    12.           Perform
      high and low dusting, including cleaning baseboards with a damp
      cloth

     

    


     

    FLOOR
      SERVICES                                           (Perform
      the following as often as necessary but at least as often as
      indicated.)

     

          1.   Restroom
      Floors

    
      	
               

            	
              a.

            	
              Scrub
                - monthly

            


    

     

    
      	
               

            	
              2.

            	
              Vinyl
                Floors

            


    

    
      	
               

            	
              a.

            	
                     Scrub
                and wax - monthly

            


    


    
      
        
        

      

      
        G-ii

        
          

        

      

      
        
        

      

    


    RIDER
      NO. 1

     

    


     

    OPTION
      TO EXTEND

     

    1.           Tenant
      may, at its option, extend the Term for up to two renewal periods of 5 years
      each (collectively, the “Renewal Period”) by written
      notice to Landlord (the “Renewal Notice”) given no
      earlier than 12 and no later than 9 months prior to the expiration of the then
      existing Term, provided that at the time of such notice and at the commencement
      of such Renewal Period, (i) Tenant remains in occupancy of not less than the
      entire Premises, and (ii) no Event of Default exists under the
      Lease.  The Base Rent payable during the Renewal Period shall be the
      Fair Market Value Rental Rate (as defined below) for the Premises, which may
      be
      a stepped rate, provided in no event will Fair Market Value Rental Rate be
      less
      than the then prevailing Base Rent with 3% annual increases annually
      thereafter.  Except as provided in this Rider No.
      1, all terms and conditions of the Lease shall continue to apply
      during the Renewal Period.  Notwithstanding the aforementioned, the
      first year of Base Rent payable during the Renewal Period shall not be less
      than
      $36.50 per NRSE per year and it shall increase annually by 3%.

     

    2.           Within
      30 days of the Renewal Notice, Landlord shall notify Tenant of the Base Rent
      for
      such Renewal Period (the “Rental
      Notice”).  Tenant may accept the terms set forth in the
      Rental Notice by written notice (the “Acceptance
      Notice”) to Landlord given within 15 days after receipt of the
      Rental Notice.  If Tenant timely delivers its Acceptance Notice,
      Tenant shall, within 15 days after receipt, execute a lease amendment confirming
      the Base Rent and other terms applicable during the Renewal
      Period.  If Tenant fails timely (i) to deliver its Acceptance Notice
      or (ii) to execute and return the required lease amendment, then this Option
      to
      Extend shall automatically expire and be of no further force or
      effect.  In addition, this Option to Extend shall terminate upon
      assignment of this Lease or subletting of all or any part of the Premises,
      except with respect to an assignment or subletting permitted pursuant to Section
      12(d) of this Lease.

     

    3.           The
      “FairMarket Value
Rental
      Rate”
is the rate (or rates) a willing tenant would pay and a willing
      landlord would
      accept for a comparable transaction (i.e., a renewal in comparable space and
      in
      a comparable building) as of the commencement date of the applicable term,
      neither being under any compulsion to lease and both having reasonable knowledge
      of the relevant facts, considering the highest and most profitable use if
      offered for lease in the open market with a reasonable period of time in which
      to consummate a transaction.  In calculating the Fair Market Value
      Rental Rate, all relevant factors will be taken into account, including the
      location and quality of the Building, lease term, amenities of the Project,
      condition of the space and any concessions and allowances commonly being offered
      by Landlord for comparable transactions in the Project.  The parties
      agree that the best evidence of the Fair Market Value Rental Rate will be the
      rate then charged for comparable transactions in the Office
      Complex.

     

    


     

    



    
      
        
        

      

      
        Rider
          No.
          1