ex10-5.htm


    Exhibit
      10.5

    

     

    
      WATERWAY
        PLAZA ONE

    

    
      OFFICE
        – SUBLEASE

    

    
      


    

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

    

    
      


    

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

    

    
      


    

    
      
        	
                1.  

              	
                “Date
                  of Lease” (for reference purposes only):  March 1,
                  2007.

              


      

    

    
      


    

    
      
        	
                2.  

              	
                “Landlord”:  NNN
                  Waterway Plaza, LLC (Number 1 through 32), each one a Delaware
                  limited
                  liability company (collectively, “Landlord”) acting by and through Triple
                  Net Properties Realty, Inc. (“Agent” for
                  Landlord)

              


      

    

    
      


    

    
      
        	
                3.  

              	
                “Tenant”:  Collectively,
                  Texoga Technologies Corporation, a Texas
                  Corporation.

              


      

    

    
      


    

    
      
        	
                4.  

              	
                “Sub-Lessor”:  Collectively,
                  Biofuels Power Corporation, a Texas
                  Corporation.

              


      

    

    
      


    

    
      
        	
                5.  

              	
                 “Building”:  Office
                  building commonly known as “Waterway Plaza One”’ Street Address: 10003
                  Woodloch Forest Drive, The Woodlands, Texas 77380; Rentable Square
                  Feet of
                  the Building:  223,516 square
                  feet.

              


      

    

    
      


    

    
      
        	
                6.  

              	
                “Premises”:  Suite
                  915, on the 9th
                  floor of the
                  building, as shown on the attached floor plan.  Rentable Square
                  Footage of the Premises:  3,579 square
                  feet.

              


      

    

    
      


    

    
      
        	
                7.  

              	
                “Term”:  Ten
                  (10) years

              


      

    

    
      


    

    
      
        	
                8.  

              	
                “Commencement
                  Date”:  March 1,
                  2007

              


      

    

    
      


    

    
      
        	
                9.  

              	
                “Base
                  Rent”:  $9,387.88 per
                  month.

              


      

    

    
      


    

    
      
        	
                10.  

              	
                “Contract”:
                  As applicable, all terms and conditions of the Lease Agreement
                  between
                  Triple Net Properties Realty, Inc. and the “Tenant” executed January 16,
                  2006 apply to this Sub-Lease.

              


      

    

    
      


    

    
      
        	
                11.  

              	
                 “NOTICE”:

              


      

    

    
       

          LANDLORD’S
        ADDRESS FOR NOTICE

    

    
          NNN
        Waterway
        Plaza, LLC

    

    
          c/o
        Triple
        Net Properties

    

    
          1551
        North
        Tustin Avenue, Suite 200

    

    
          Santa
        Ana,
        California 92705

    

    
          Attn:
        Legal
        Department

    

    
      


    

    
          TENANT’S
        ADDRESS FOR NOTICE

    

    
          Texoga
        Technologies Corporation

    

    
          10003
        Woodloch Forest Drive, Suite 900

    

    
          The
        Woodlands, Texas  77380

    

    
          Attn:
        Kristi
        Bomar

    

    
      


    

    
          SUB-LESSOR’S
        ADDRESS FOR NOTICE

    

    
          Biofuels
        Power Corporation

    

    
          10003
        Woodloch Forest Drive, Suite 915

    

    
          The
        Woodlands, Texas  77380

    

    
          Attn:
        Fred
        O’Connor

    

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      


    

    
      Special
        Notice:  This Lease contains Waivers and Indemnities which may
        materially Affect Tenant and Sub-Lessor’s rights and remedies under Applicable
        Law regarding this Lease, including “Express Negligence”
provisions.

    

    
      


    

    
      SUB-LESSOR:

    

    
      


    

    
      Biofuels
        Power Corporation, a Texas Corporation

    

    

      
        	
                By:

              	
                /s/
                  FRED O’CONNOR

              
	
                Name

              	
                Fred
                  O’Connor

              
	
                Title

              	
                Chief
                  Executive Officer

              
	
                Date

              	
                March
                  1, 2007

              


      

    

    
      


    

    
      TENANT:

    

    
      


    

    
      Texoga
        Technologies Corporation, a Texas Corporation

    

    

      
        	
                By:

              	
                /s/
                  STEVEN S. McGUIRE

              
	
                Name

              	
                Steven
                  S. McGuire

              
	
                Title

              	
                C.E.O.

              
	
                Date

              	
                March
                  1, 2007