ex10_1.htm


    
      

    

    Exhibit
      10.1

    


    


    FIRST
      AMENDMENT TO INX INC. LEASE AGREEMENT

    


     

    THIS
      FIRST AMENDMENT TO LEASE AGREEMENT (this “First
      Amendment”) is executed as of January 22, 2008 (the “Effective
      Date”) by and between Allstar Equities, Inc., a Texas corporation (the
“Current
      Landlord”) and INX Inc., a Delaware corporation (the “Tenant”)
      and the General Consulate of Equatorial Guinea (the “New
      Landlord”).

     

     

    RECITALS

     

    A.           Landlord
      and Tenant entered into a Lease Agreement (the “Original
      Lease”) dated October 11, 2006 for certain space within the office
      building located at 6401 Southwest Freeway, in Houston, Harris County, Texas
      (the “Building”).

     

    B.           The
      Leased Premises under the Original Lease currently consists of approximately
      16,488 square feet of Net Rentable Area on Floor one of the Building
      (the “Leased
      Premises”).

     

    C.          
        New Landlord and Tenant desire to amend the Lease.

     

     

    NOW
      THEREFORE, in consideration of the mutual covenants and agreements contained
      herein and other good and valuable consideration the receipt and sufficiency
      of
      which are acknowledged, New Landlord and Tenant hereby agree that the Lease
      is
      amended as follows:

     

    1.           
      Defined Terms. All capitalized terms used and not expressly defined shall have
      the meanings ascribed to such terms in the Original Lease, unless the context
      requires otherwise.

     

    2.           
      If, in the sole opinion of Tenant, Tenant’s business, corporate reputation or
      corporate image is in any way negatively impacted as a result of having its
      corporate headquarters located within the Building, Tenant shall have the option
      of terminating the Original Lease and this First Amendment by providing to
      New
      Landlord one hundred twenty (120) days written notice of its intention to
      terminate, after which written notice, Tenant shall not be obligated to pay
      rent
      under the Original Lease for any portion of the one hundred twenty (120) day
      period following such notice during which Tenant may continue to occupy the
      Leased Premises in the Building and after Tenant vacates the Leased Premises
      and
      after the expiration of such 120-day period, Tenant shall be released from
      all
      obligations under the Original Lease and this First Amendment.

     

    3.           
      Tenant shall have a first right of refusal option to lease any space available
      on the second floor of the Building on the same terms made available to any
      other tenant or prospective tenant, which option shall be characterized as
      a
      first right of refusal with written notice to be provided to Tenant of intent
      to
      lease, in which case Tenant shall be provided two (2) business days from receipt
      of such written notice to accept or reject the space on the terms offered to
      the
      other party.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.           
      Tenant shall have the right to approve any decorating or interior design changes
      to the common area on the first floor of the Building. Notwithstanding this
      interior design approval right, New Landlord shall have the right to place
      a
      permanently mounted building directory showing the tenants and tenant locations
      for the Building in the main lobby of the first floor of the Building. New
      Landlord has the right to add paintings, directory, some furniture and plants
      to
      the first floor lobby. Also, New Landlord may want to eliminate the brick wall
      by the entrance stairs to open the lobby for more light and place a canopy
      above
      entrance; provided, however, the elimination of the brick wall is subject to
      an
      engineering study for structural safety.

     

    5.           
      Tenant shall use its commercially reasonable efforts to provide access to the
      New Landlord and other Building tenants to and from the loading dock at the
      back
      of the Building on an as-needed basis for the singular purpose of moving large,
      bulky items that cannot be moved in or out of the Building via the main doors,
      or which must be loaded into or from a truck from a dock into or out of the
      Building, such as when a tenant is moving into or out of the Building. Tenant
      shall not be required to expend any funds or manpower to assist with or
      supervise such loading or unloading activities unless Tenant is reasonably
      compensated for such expenditures. This provision is not to be construed as
      an
      obligation on the part of Tenant to receive or ship items for other tenants
      on a
      routine basis.

     

    6.           
      If New Landlord shall construct a monument sign upon the property for the
      purpose of displaying the name of the New Landlord and/or any of the other
      tenant names, Tenant shall have the right to have its name displayed upon such
      monument sign in a position no less prominent than any other name upon such
      monument sign other than New Landlord, and in a font size no smaller than any
      other Building tenant other than the font size used for the name of the New
      Landlord itself, and which font size shall be no smaller than eighty percent
      (80%) of the font size used for the name of the New Landlord or any other tenant
      as long as Tenant pays for its actual sign graphics and verbiage on the sign.
      Tenant shall be allowed to place its company logo and company name upon the
      walls in each of the two main reception areas within the Leased Premises on
      the
      first floor, subject to an agreed upon location by both parties, New Landlord
      reserves the naming rights for a future tenant on the Building Front
      Facia.

     

    7.           
      Section 18 of the Lease is hereby amended by adding the following:

     

    “Notwithstanding
      anything in this Section 18 to the contrary, New Landlord agrees to subordinate
      its landlord’s lien to the lien or liens of Tenant’s lenders.”

     

    8.           
      Section 28 of the Lease regarding relocation and substitution of the Leased
      Premises occupied by Tenant shall be deleted from the Lease and shall have
      no
      effect.

     

    9.           
      Tenant shall have the right to have two (2) containers of the same size as
      are
      currently on the property, in the same place/space as they are currently
      located, for the term of the Lease and any renewals, thereof. This right does
      not include storing hazardous materials or other potentially dangerous items
      that an insurance company would consider unacceptable for storage next to an
      office building. Tenant shall indemnify New Landlord for any potential liability
      created by these containers.

     

    10.           
      New Landlord shall pay all costs associated with upgrading or refurbishing
      of
      the elevator in the Building and neither Tenant nor Current Landlord shall
      be
      responsible for any of such costs.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    11.           
      The Lease, as amended hereby, shall continue in full and effect without any
      further amendments, alterations, or modifications thereto except as set forth
      herein, and Current Landlord, Tenant and New Landlord do hereby ratify and
      affirm all of the terms, conditions and covenants of the Lease as hereby
      amended.

     

    12.           
      This First Amendment may be executed in separate counterparts, each of which
      shall be deemed an original and all of which together shall constitute one
      in
      the same instrument.

     

    Executed
      as of the Effective Date.

     

    
      	 	
              
              

              CURRENT
                LANDLORD:

            
	 	
              
              

              Allstar
                Equities, Inc., a Texas corporation

            
	 	 
	 	
              
              

              By:/s/
                James H.
                Long

            
	 	
              
              

              Name:
                James H. Long

            
	 	
              
              

              Title:
                President

            
	 	 
	 	 
	 	
              
              

              TENANT:

            
	 	
              
              

              INX
                Inc., a Delaware corporation

            
	 	 
	 	
              
              

              By:/s/
Brian
                Fontana

            
	 	
              
              

              Name:
                Brian Fontana

            
	 	
              
              

              Title:
                Vice President

            
	 	 
	 	 
	 	
              
              

              NEW
                LANDLORD:

            
	 	
              
              

              General
                Consulate of Equatorial Guinea

            
	 	 
	 	
              
              

              By:
                /s/ Inocencio
                Esono Olo’
                Nseng

            
	 	
              
              

              Name:
                Inocencio Esono Olo’ Nseng

            
	 	
              
              

              Title:
                Consul General