exh10_45.htm


     


    Exhibit
      10.45

    OFFICE
      LEASE AGREEMENT

    


    


    THIS
      LEASE AGREEMENT (the "Lease"), made and entered into as of the 16th day
      of  July, 2007, between Fairways 2001 Office Partners, Ltd., a Texas
      limited partnership and Ascendant Solutions, Inc., a Delaware
      corporation.

    


    WITNESSETH:

    


    
      	
              1.

            	
              DEFINITIONS.  For
                the purposes of this Lease, the following definitions shall
                govern:

            


    

    


    
      	
               

            	
              (a)

            	
              "Landlord":
                Fairways 2001 Office Partners, Ltd., a Texas limited
                partnership.

            


    

    


    
      	
               

            	
              (b)

            	
              "Tenant":
                Ascendant Solutions, Inc., a Delaware
                corporation.

            


    

    


    
      	
               

            	
              (c)

            	
              "The
                Property":  The real property known as 16250 Dallas Parkway,
                Dallas, Texas, more particularly described in Exhibit "A"
                attached hereto and incorporated
                herein.

            


    

    


    
      	
               

            	
              (d)

            	
              "Building":  The
                office building located on and constituting a part of the
                Property.

            


    

    


    
      	
               

            	
              (e)

            	
              "Premises":  Suite
                No. 111 in the Building, being the offices located on
                the first and second floor(s) as outlined on the floor plan
                attached to this Lease as Exhibit "B" and incorporated
                herein.  The Premises on the date hereof are stipulated for all
                purposes to contain a total of 2,401 square feet of Rentable
                Area.

            


    

    


    
      	
               

            	
              (f)

            	
              "Base
                Rental":  See Exhibit
                E.

            


    

    


    
      	
               

            	
              (g)

            	
              "Commencement
                Date": August 15, 2007.

            


    

    


    
      	
               

            	
              (h)

            	
              "Lease
                Term":  A term commencing on the Commencement Date and
                continuing for a period of sixty (60)
                months.

            


    

    


    
      	
               

            	
              (i)

            	
              "Expense
                Stop":  The Expense Stop will be established during the
                12-month period of 2007 (hereinafter referred to as the "Base
                Year").  During the Base Year, Tenant shall pay only Base
                Rental; Tenant shall have no liability for any adjustments to Base
                Rental
                pursuant to Section 6 of this Lease for the Base Year.  At the
                conclusion of the Base Year, the Expense Stop per square foot of
                Rentable
                Area will be determined for the remaining Lease Term, including any
                extension of the Lease Term in accordance with the provisions of
                this
                Lease, by dividing the Operating Expenses for the Base Year as determined
                in Section 1(j) below, by 34,520 (the square feet of Rentable Area
                in the
                Building).

            


    

    


    
      	
               

            	
              (j)

            	
              "Operating
                Expenses":  The sum of the
                following:

            


    


    
      
        
        

      

      
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              (1)

            	
              The
                Taxes; plus

            


    

    


    
      	
               

            	
              (2)

            	
              The
                Insurance Costs; plus

            


    

    


    
      	
               

            	
              (3)

            	
              All
                direct and indirect costs and expenses (including charges for water,
                waste
                water, refuse removal, and electricity used or consumed) that are
                incurred
                in operating, maintaining, repairing, administrating, managing and
                owning
                the Exterior Common Areas; plus

            


    

    


    
      	
               

            	
              (4)

            	
              All
                expenses and disburse­ments of every kind (subject to the
                limita­tions set forth below) which Landlord incurs, pays or becomes
                obligated to pay in connection with the ownership, operation, and
                maintenance of the Building (including the Service Areas and Common
                Areas), determined in accordance with generally accepted federal
                income
                tax basis accounting principles consistently applied, increased to
                the
                amount which would have been incurred had the Building been occupied
                to
                the extent of ninety-five percent (95%) of the Rentable Area in the
                Building, and specifically includes but is not limited to the
                following:

            


    

    


    (i)  Wages
      and salaries (including management fees) of all employees engaged in the
      operation, repair, replacement, maintenance, and security of the Building,
      including taxes, insurance and benefits relating thereto;

    


    (ii)  All
      supplies and materials used in the operation, maintenance, repair, replacement,
      and security of the Building and all parking areas, enclosed or otherwise,
      and
      all streets, sidewalks and landscaped areas.

    


    (iii)  Annual
      cost of all capital improvements made to the Building which although capital
      in
      nature can reasonably be expected to reduce the normal operating costs of the
      Building, as well as all capital improve­ments made in order to comply with
      any law hereafter promulgated by any governmental authority relating to energy,
      conserva­tion, public safety or security, as amortized over the useful
      economic life of such improvements as determined by Landlord in its reasonable
      discretion (without regard to the period over which such improvements may be
      depreciated or amortized for federal income tax purposes);

    


    (iv)  Cost
      of all utilities, other than the cost of utilities actually reimbursed to
      Landlord by the Building's tenants;


    
      
        
        

      

      
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    (v)  Cost
      of repairs, replacements, and general maintenance of the Building, other than
      repair, replace­ment, and general main­tenance of the roof, foundation
      and exterior walls of the Building; and

    


    (vi)  Cost
      of service or maintenance contracts with independent contractors for the
      operation, maintenance, repair, replacement, or security of the Building
      (including, without limitation, alarm service and window cleaning).

    


    There
      are specifically excluded from the definition of the term "Operating Expenses"
      costs (1) for capital improvements made to the Building, other than capital
      improvements described in subparagraph (iii) above and except for items which,
      though capital for accounting purposes, are properly considered maintenance
      and
      repair items, such as painting of common areas, replacement of carpet in the
      lobbies, and the like; (2) for repair, replacements and general maintenance
      paid
      by proceeds of insurance or by Tenant or other third parties, and alterations
      attributable solely to tenants of the Building other than Tenant; (3) for
      interest, amortization or other payments on loans to Landlord; (4) for
      depreciation of the Building; (5) for leasing commissions; (6) for legal
      expenses; (7) for renovating or otherwise improving space for occupants of
      the
      Building or vacant space in the Building; (8) for correcting defects in the
      construction of the Building; (9) for overtime or other expenses of Landlord
      in
      curing defaults or performing work expressly provided in this Lease to be borne
      at Landlord's expense; and (10) for federal income taxes imposed on or measured
      by the income of Landlord from the operation of the Building.

    


    
      	
               

            	
              (k)

            	
              "Taxes":
                means all taxes, assessments and governmental charges, whether federal,
                state, county or municipal, and whether they be by taxing districts
                or
                authorities presently taxing the Property or by others, subsequently
                created or otherwise and any other taxes, association dues and assessments
                attributable to the Property or its operation, including taxes on
                Landlord
                attributable to revenues from the operation of the Property, excluding,
                however, federal and state income taxes, franchise taxes, inheritance,
                estate, gift, corporation, net profits or any similar tax for which
                Landlord becomes liable and/or which may be imposed upon or assessed
                against Landlord;  provided, however, if, at any time during the
                Lease Term, the present method of taxation changes such that a business
                tax, margin tax or increased franchise tax (such business, margin
                or
                franchise tax is referred to herein as a “Margin Tax”) is imposed
                on Landlord in lieu of or in addition to real estate taxes imposed
                against
                the Property, then the first full calendar year of the Lease Term
                following the imposition of the Margin Tax, the Expense Stop shall
                be
                increased by the difference, if any, between (i) the real estate
                taxes for
                the Base Year, and (ii) the sum of the real estate taxes and the
                Margin
                Tax applicable to the first full calendar year that the Margin Tax
                is in
                effect.

            


    


    
      
        
        

      

      
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              (l)

            	
              "Insurance
                Costs":  All costs incurred by Landlord associated with the
                insurance required to be maintained by Landlord pursuant to this
                Lease,
                including premiums and any deductible required to be paid by Landlord
                under any such policy.

            


    

    


    
      	
                         
                (m)

            	
              "Tenant's
                Prorata Share":  A fraction, the numerator of which is the
                number of square feet of Rentable Area in the Premises and the denominator
                of which is the number of square feet of Rentable Area in the
                Building.  Tenant's Prorata Share at the beginning of the Lease
                Term shall be 6.955%, calculated on the basis of the initial Rentable
                Area
                of the Premises on the date hereof.  Tenant's Prorata Share
                shall be adjusted each time the Rentable Area in the Premises is
                increased.

            


    

    


    
      	
               

            	
              (n)

            	
              "Common
                Areas":  Those areas of the Building devoted to corridors,
                restrooms, mechanical rooms, janitorial closets, electrical and telephone
                closets, vending areas and other facilities provided for the common
                use or
                benefit of tenants generally and/or the
                public.

            


    

    


    
      	
               

            	
              (o)

            	
              "Service
                Areas":  Those areas of the Building within the outside
                walls used for mechanical rooms, building stairs, fire towers (but
                shall
                not include any such areas for the exclusive use of the particular
                tenant).

            


    

    


    
      	
               

            	
              (p)

            	
              "Usable
                Area" of the Premises:  The gross area within the inside
                surface of the outer glass of the exterior walls, to the mid-point
                of any
                walls separating portions of the Premises from those of adjacent
                tenants
                and to the inside surface of walls separating the Premises from Common
                Areas and Service Areas.

            


    

    


    
      	
               

            	
              (q)

            	
              "Rentable
                Area" of
                the Premises: The sum
                of the Usable Area plus the prorata part of the Common Areas allocated
                to
                the floor(s) leased to Tenant in the Building.  Rentable Area
                shall include any columns and/or projection(s) which protrude into
                the
                Premises and/or the Common Areas. The "Rentable Area" shall be calculated
                in accordance with ANSI Z65.1-1996, as promulgated by the
                Building Owners and Managers Association (BOMA).  The initial
                Rentable Area of the Premises is 2,401 square feet and the Common
                Area
                factor for the first floor is 1.1670%.  The Common Area factor
                shall remain constant throughout the initial term of the Lease unless
                Tenant expands the Premises or reconfigures the Premises in accordance
                with this Lease, in which event the Common Area factor will be adjusted
                only to the extent necessary to take into consideration Tenant’s expansion
                or reconfiguration.

            


    

     

    
      	
               

            	
              (r)

            	
              "Exterior
                Common Areas":  Those areas which are not located within the
                Building and which are provided and maintained for the common use
                and
                benefit of Landlord and tenants of the Building generally and the
                employees, invitees and licensees of Landlord and such tenants; including
                without limitation, all parking areas, enclosed or otherwise, and
                all
                streets, sidewalks and landscaped
                areas.

            


    


    
      
        
        

      

      
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              (s)

            	
              "Building
                Standard Improvements", when used herein, shall mean those
                improvements to the Premises which Landlord shall agree to provide
                according to the Work Letter attached hereto as Exhibit "C" and
                incorporated herein for all purposes.  "Building Grade"
                shall mean the type, brand and/or quality of materials Landlord designates
                from time to time to be the minimum quality to be used in the Building
                or
                the exclusive type, grade or quality of material to be used in the
                Building.

            


    

    


    
      
        	
                2.

              	
                LEASE
                  GRANT.  Subject to and upon the terms herein set forth,
                  Landlord leases to Tenant and Tenant leases from Landlord the
                  Premises.

              


      

    

    


    
      	
              3.

            	
              LEASE
                TERM.  This Lease shall continue in force during a period
                beginning on Commencement Date and continuing until the expiration
                of the
                Lease Term, unless this Lease is sooner terminated or extended to
                a later
                date under any other term or provision hereof.  If this Lease is
                executed before the Premises become vacant or otherwise available
                and
                ready for occupancy by Tenant, or if any present occupant of the
                Premises
                holds over and Landlord cannot acquire possession of the Premises
                before
                the Commencement Date, then (a) Tenant's obligation to pay rent hereunder
                shall be waived until Landlord tenders possession of the Premises
                to
                Tenant, (b) the Lease Term shall be extended by the time between
                the
                scheduled Commencement Date and the date on which Landlord tenders
                possession of the Premises to Tenant (which date will then be defined
                as
                the Commencement Date), (c) Landlord shall not be in default hereunder
                or
                be liable for damages therefor, and (d) Tenant shall accept possession
                of
                the Premises when Landlord tenders possession thereof to
                Tenant.  By occupying the Premises, Tenant shall be deemed to
                have accepted the Premises in their condition as of the date of such
                occupancy, subject to the performance of punch-list items that remain
                to
                be performed by Landlord, if any.  Tenant shall execute and
                deliver to Landlord, within ten (10) days after Landlord has requested
                same, a letter confirming (i) the Commencement Date, (ii) that Tenant
                has
                accepted the Premises, and (iii) that Landlord has performed all
                of its
                obligations with respect to the Premises (except for punch-list items
                specified in such letter).

            


    

    


    
      	
              4.

            	
              USE.  Tenant
                shall continuously occupy the Premises and use the Premises only
                for
                general office use and for no other purpose.  Tenant agrees not
                to use or permit the use of the Premises for any purpose which is
                illegal,
                or which, in Landlord's opinion, creates a nuisance, interferes with
                other
                tenants or Landlord in its management of the Building, or which would
                increase the cost of insurance coverage with respect to the
                Building.

            


    

    


    
      	
              5.

            	
              BASE
                RENTAL.  (a) Tenant agrees to pay during the Lease Term, to
                Landlord, without any setoff or deduction whatsoever, the Base Rental
                and
                all such other sums of money as shall become due hereunder as additional
                rent, including, without limitation, any estimated adjustments to
                Base
                Rental all of which are sometimes herein collectively called
                "rent", the nonpayment of which Landlord shall be entitled to
                exercise all such rights and remedies as are herein provided in the
                case
                of the nonpayment of Base Rental.  The Base Rental, together
                with any adjustments thereto pursuant to Section 6 hereof then in
                effect, shall be due and

            


    


    
      
        
        

      

      
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    payable
      in advance monthly on the first day of each calendar month during the Lease
      Term
      (including any extensions or renewals thereof), and Tenant hereby agrees to
      pay
      such Base Rental and any adjustments thereto to Landlord at Landlord's address
      provided herein (or such other address in Dallas County as may be designated
      by
      Landlord in writing from time to time) monthly, in advance, and without
      demand.  If the Lease Term commences on a day other than the first day
      of a month or terminates on a day other than the last day of a month, then
      the
      installments of Base Rental and any adjustments thereto for such month or months
      shall be prorated, based on the number of days in such month.

    


    (b)           If
      Tenant shall fail to pay the Base Rental on or before the fifth day of the
      calendar month in which such Base Rental is due, Tenant shall pay to Landlord
      a
      late charge equal to ten percent (10%) of such Base Rental; provided, however,
      no late charge shall be imposed under this paragraph (b) with respect to the
      first two times during the term of this Lease that Tenant fails to pay Base
      Rental on or before the fifth day of the calendar month in which such Base
      Rental is due so long as Tenant pays in full such Base Rental on or before
      the
      tenth day of such calendar month.  All installments of rent, including
      late charges, not paid when due and payable shall bear interest at the lesser
      of
      the maximum lawful rate or one and one-half percent (1-1/2%) per month from
      the
      date due until paid.  Such interest shall be in addition to the late
      charge described in this paragraph (b).

    


    
      	
              6.

            	
              BASE
                RENTAL ADJUSTMENTS.  The Base Rental payable hereunder shall
                be adjusted upward from time to time in accordance with the following
                provisions:

            


    

    


    
      	
               

            	
              (a)

            	
              Tenant's
                Base Rental is based, in part, upon the estimate that annual Operating
                Expenses for the Building will be equal to the Expense Stop per square
                foot of Rentable Area in the Building.  Tenant shall, during the
                Lease Term, pay as additional rent Tenant's Prorata Share of the
                amount by
                which the Operating Expenses per square foot of Rentable Area in
                the
                Building for each calendar year exceed the Expense Stop (the amount
                of
                such excess is referred to as the "Excess").  Landlord
                may collect such additional rent in arrears on a yearly
                basis.  Landlord shall also have the option from time to time to
                make a good faith estimate of the Excess for the present, as well
                as each
                upcoming calendar year, and upon thirty (30) days' written notice
                to
                Tenant may require the monthly payment of Base Rental adjusted in
                accordance with such estimate.  Any amounts paid based on such
                an estimate shall be subject to adjustment pursuant to Section 6(b)
                when
                actual Operating Expenses are available for each calendar
                year.

            


    

    


    
      	
               

            	
              (b)

            	
              By
                April 1 of each calendar year during Tenant's occupancy, or as soon
                thereafter as practical, Landlord shall furnish to Tenant a statement
                of
                Landlord's actual Operating Expenses for the previous calendar
                year.  If for any calendar year additional Base Rental collected
                for the prior year, as a result of Landlord's estimate of Operating
                Expenses, is in excess of the additional Base Rental actually due
                during
                such prior

            


    


    
      
        
        

      

      
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    year,
      then Landlord shall refund to Tenant any overpayment (or at Landlord's option,
      apply such amount against rentals due hereunder).  Likewise, Tenant
      shall pay to Landlord, on demand, any underpayment with respect to the prior
      year.

    


    
      	
               

            	
              (c)

            	
              Tenant,
                at its expense, shall have the right no more frequently than once
                per
                calendar year, following prior written notice to Landlord, to audit
                Landlord's books and records relating to Operating Expenses for the
                immediately preceding calendar year; or at Landlord's sole discretion,
                Landlord will provide such audit prepared by a certified public
                accountant, in lieu of allowing Tenant's auditors to inspect such
                books
                and records.

            


    

    


    
      	
               

            	
              (d)

            	
              All
                taxes (other than Taxes) allocated or attributed to Tenant, or Tenant's
                property shall be paid by Tenant prior to
                delinquency.

            


    

    


    
      	
              7.

            	
              SERVICES
                TO BE FURNISHED BY LANDLORD.  Landlord agrees to furnish
                Tenant the following services:

            


    

    


    
      	
               

            	
              (a)

            	
              Hot
                and cold water at those points of supply provided for general use
                of other
                tenants in the Building, central heat and air conditioning in season,
                at
                such temperatures and in such amounts as are considered by Landlord
                to be
                standard or as required by governmental authority; provided, however,
                Landlord shall furnish to Tenant a keyfob which will enable Tenant
                to
                activate the heating and air conditioning for the Premises at times
                other
                than for "Normal Business Hours" for the Building (which are 7:00
                a.m. to 6:00 p.m. on Mondays through Fridays and 9:00 a.m. to 1:00
                p.m. on
                Saturdays, exclusive of normal business holidays).  Tenant shall
                pay to Landlord an amount equal to $25.00 per hour for central heat
                and
                air conditioning services that are provided to Tenant during other
                than
                Normal Business Hours, which amount shall be due and payable upon
                presentation of a statement therefor by Landlord.  Tenant
                acknowledges that the foregoing hourly rate includes certain
                administrative expenses of Landlord in administering such after hour
                services and an allocation for the additional wear and tear on the
                Building HVAC system attributable to the additional use of such system
                and
                only that portion of such hourly rate that equals the actual amount
                charged by the electric utility supplier will be included in the
                calculation of Operating Expenses for the purpose of determining
                Tenant's
                obligations under Section 6(a)
                above.

            


    

    


    
      	
               

            	
              (b)

            	
              Routine
                maintenance and electric lighting service of all Common Areas and
                Service
                Areas of the Building in the manner and to the extent deemed by Landlord
                to be standard.

            


    

    


    
      	
               

            	
              (c)

            	
              Janitor
                service, five times weekly, exclusive of normal business holidays;
                provided, however, if Tenant's floor covering or other improvements
                require special treatment, Tenant shall pay the additional cleaning
                cost
                attributable thereto as additional rent upon presentation of a statement
                therefor by Landlord.

            


    


    
      
        
        

      

      
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              (d)

            	
              Subject
                to the provisions of Section 12, all electrical current required
                by Tenant
                in its use and occupancy of the
                Premises.

            


    

    


    
      	
               

            	
              (e)

            	
              All
                Building standard fluorescent bulb replacement in the Premises and
                fluorescent and incandescent bulb replacement in the Common Areas
                and
                Service Areas.

            


    

    


    
      	
               

            	
              (f)

            	
              [Intentionally
                deleted].

            


    

    


    
      	
               

            	
              (g)

            	
              Security
                in the form of limiting the general public's access to the Building
                during
                other than Normal Business Hours shall be provided in such form as
                Landlord deems appropriate.  Landlord, however, shall have no
                liability to Tenant, its employees, agents, invitees or licensees
                for
                losses due to theft or burglary, or for damages done by unauthorized
                persons on the Premises and neither shall Landlord be required to
                insure
                against any such losses.  Tenant shall cooperate fully in
                Landlord's efforts to maintain security in the Building and shall
                follow
                all regulations promulgated by Landlord with respect
                thereto.

            


    

    


    The
      failure by Landlord to any extent to furnish or the interruption or termination
      of the services described above in whole or in part, resulting from causes
      beyond the reasonable control of Landlord shall not render Landlord liable
      in
      any respect nor be construed as an eviction of Tenant, nor work as an abatement
      of rent, nor relieve Tenant from the obligation to fulfill any covenant or
      agreement hereof.  Should any of the equipment or machinery used in
      the provision of such services for any cause cease to function properly, Tenant
      shall have no claim for offset or abatement of rent or damages on account of
      an
      interruption in service occasioned thereby or resulting therefrom.

    


    
      	
              8.

            	
              IMPROVEMENTS
                TO THE PREMISES.Exhibit
                "C"
                attached hereto sets forth the obligations of Landlord and Tenant
                with
                respect to the initial tenant finish-work for the Premises. Any
                additional installations, alterations and improvements hereafter
                placed on
                the Premises shall be for Tenant's account and at Tenant's cost,
                subject,
                however, to Section 11 below.

            


    

    


    
      	
              9.

            	
              MAINTENANCE
                AND REPAIR OF PREMISES BY LANDLORD.  Except as otherwise
                expressly provided herein, Landlord shall not be required to make
                any
                repairs to the Premises.  In the event that the Premises should
                become in need of repairs or maintenance required to be made by Landlord
                under this Lease, Tenant shall give written notice thereof to Landlord;
                and Landlord shall not be responsible in any way for any failure
                to make
                any such repairs until a reasonable time shall have elapsed after
                the
                receipt by Landlord of such written
                notice.

            


    


    
      
        
        

      

      
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              10.

            	
              CARE
                OF THE PREMISES BY TENANT.  Tenant agrees not to commit or
                allow any waste to be committed on any portion of the Premises, and
                at the
                termination of this Lease to deliver up the Premises to Landlord
                in as
                good condition as the same existed on the Commencement Date, ordinary
                wear
                and tear excepted.

            


    

    


    
      	
              11.

            	
              REPAIRS
                AND ALTERATIONS BY TENANT.  Tenant shall maintain the
                Premises in a clean, safe, operable, attractive condition, and shall
                not
                permit or allow to remain any waste or damage to any portion of the
                Premises.  Tenant covenants and agrees with Landlord, at
                Tenant's own cost and expense, to repair or replace any damage done
                to the
                Building, or any part thereof, caused by Tenant or Tenant's agents,
                employees, invitees, or visitors, and such repairs shall restore
                the
                Building to as good a condition as it was in prior to such damage,
                and
                shall have been completed in compliance with all applicable laws;
                provided, however, if Tenant fails to make such repairs or replacements
                promptly, Landlord may, at its option, make such repairs or replacements,
                and Tenant shall pay the cost thereof (plus a reasonable fee for
                Landlord's supervision of such repairs or replacements) to the Landlord
                on
                demand as additional rent.  Tenant agrees with Landlord not to
                make or allow to be made any alterations to the Premises, or install
                any
                vending machines on the Premises without first obtaining the written
                consent of Landlord in each such instance, which consent may be given
                on
                such conditions as Landlord may elect.  Tenant must obtain all
                permits and comply with applicable laws. Improvements to the Premises
                shall be installed at the expense of Tenant only in accordance with
                plans
                and specifications which have been previously submitted to and approved
                in
                writing by Landlord.  After the initial Tenant improvements are
                made, no alterations or physical additions in or to the Premises
                may be
                made without Landlord's prior written consent.  Tenant shall not
                paint or install lighting or decorations, signs, window or door lettering,
                or advertising media of any type on or about the Premises without
                the
                prior written consent of Landlord.  All altera­tions,
                additions, or improvements (whether temporary or permanent in character,
                and including without limitation all air-conditioning equipment and
                all
                other equipment that is in any manner connected to the Building's
                plumbing
                system) made in or upon the Premises, either by Landlord or Tenant,
                shall
                be Landlord's property at the end of the Lease Term and shall remain
                on
                the Premises without compensation to Tenant.  Approval by
                Landlord of any of Tenant's drawings and plans and specifications
                prepared
                in connection with any improvements in the Premises shall not constitute
                a
                representation or warranty of Landlord as to the adequacy or sufficiency
                of such drawings, plans and specifications, or the improvements to
                which
                they relate, for any use, purpose, or condition, but such approval
                shall
                merely be the consent of Landlord as required hereunder. Any and
                all
                alterations to the Premises shall become the property of Landlord
                upon
                termination of this Lease (except for movable equipment, trade fixtures,
                or furniture owned by Tenant).  Landlord may, nonetheless,
                require Tenant to remove any and all fixtures, equipment and other
                improvements installed on the Premises.  In the event that
                Landlord so elects, and Tenant fails to remove such improvements,
                Landlord
                may remove such improvements at Tenant's cost, and Tenant shall pay
                Landlord on demand the cost of restoring the Premises to Building
                standard.

            


    


    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

    


    


    
      	
              12.

            	
              USE
                OF ELECTRICAL SERVICES BY TENANT.  Tenant's use of
                electrical services furnished by Landlord shall be subject to the
                following:

            


    

    


    
      	
               

            	
              (a)

            	
              Tenant's
                electrical equipment and overhead lighting shall be restricted to
                equipment and lighting which does not have either a rated capacity
                or an
                electrical design load greater than that which is standard for the
                Building.  Tenant shall be responsible for determining that its
                electrical equipment and overhead lighting have rated capacities
                and
                design loads within those limits which are standard for the
                Building.

            


    

    


    
      	
               

            	
              (b)

            	
              If
                Tenant's consumption of electrical services exceeds either the rated
                capacities and/or design loads that are standard for the Building,
                then
                Tenant shall remove such equipment and/or lighting to achieve compliance
                within 10 days after receiving notice from Landlord.  Or upon
                receiving Landlord's prior written approval, such equipment and/or
                lighting may remain in the Premises, subject to the
                following:

            


    

    
      	
               

            	
              (i)

            	
              Tenant
                shall pay for all costs of installation and maintenance of submeters,
                wiring, air conditioning and other items required by Landlord, in
                Landlord's discretion, to accommodate Tenant's excess design loads
                and
                capacities.

            


    

    


    
      	
               

            	
                         (ii)

            	
              Tenant
                shall pay to Landlord, upon demand, the cost of the excess demand
                and
                consumption of electrical service at rates determined by Landlord
                which
                shall be in accordance with any applicable
                laws.

            


    

    


    
      	
               

            	
                        
                (iii)

            	
              Landlord
                may, at its option, upon not less than thirty (30) days' prior written
                notice to Tenant, discontinue the availability of such extraordinary
                utility service.  If Landlord gives any such notice, Tenant will
                contract directly with the public utility for the supplying of such
                utility service to the Premises.

            


    

    


    
      	
              13.

            	
              PARKING.  Tenant
                shall have the non-exclusive right to use, at no charge, one parking
                space
                for every 333 square feet of Rentable Area in the Premises, of which
                3 of
                such spaces shall be reserved covered spaces and the balance shall
                be
                uncovered.  Tenant's uncovered parking spaces shall not
                be reserved spaces and shall be available to Tenant and its employees
                on a
                first come/first serve basis along with other tenants of the
                Building.

            


    

    


    
      	
              14.

            	
              LAWS
                AND REGULATIONS.  Tenant agrees to comply with all
                applicable laws, ordinances, rules, and regulations of any governmental
                entity or agency having jurisdiction over the
                Premises.

            


    

    


    
      	
              15.

            	
              BUILDING
                RULES.  Tenant will comply with the rules of the Building
                and the Property attached hereto as Exhibit "D", as amended and
                altered by Landlord from time to time, and will cause all of its
                agents,
                employees, invitees and visitors to so comply. Landlord may, from
                time to
                time, change such rules and regulations for the safety, care, or
                cleanliness of the Building and related facilities, provided that
                such
                changes are applicable to all tenants of the Building and will not
                unreasonably interfere with Tenant's use of the
                Premises.

            


    


    
      
        
        

      

      
        -49-

        
          

        

      

      
        
        

      

    


    


    
      	
              16.

            	
              ENTRY
                BY LANDLORD.  Tenant agrees to permit Landlord or its agents
                or representatives to enter into and upon any part of the Premises
                during
                ordinary business hours, or at such other times as Landlord deems
                appropriate to inspect the same, or to show the Premises to prospective
                purchasers, mortgagees, or insurers, to clean or make repairs, alterations
                or additions thereto, and Tenant shall not be entitled to any abatement
                or
                reduction of rent by reason
                thereof.

            


    

    


    
      	
              17.

            	
              ASSIGNMENT
                AND SUBLETTING.

            


    

    
      	
              (a)

            	
              Tenant
                shall not assign, sublease, transfer or encumber this Lease or any
                interest therein (any assignment, sublease, transfer, or encumbrance
                is
                referred to herein as a "Transfer") without Landlord's prior
                written consent, which consent shall be given or withheld in the
                exercise
                of Landlord’s commercially reasonable judgment).  If Tenant
                requests Landlord's consent to a Transfer, then Tenant shall provide
                Landlord with a written description of all terms and conditions of
                the
                proposed Transfer, copies of the proposed documentation, and the
                following
                information about the proposed transferee: name and address; reasonably
                satisfactory information about its business and business history;
                its
                proposed use of the Premises; banking, financial, and other credit
                information; and general references sufficient to enable Landlord
                to
                determine the proposed transferee's creditworthiness and character
                (such
                request for consent and accompanying information is referred to herein
                as
                the "Consent Request Package").  The Consent Request
                Package shall be delivered to Landlord in a container that is marked
                conspicuously on the front cover: "TIME SENSITIVE MATERIAL-IMMEDIATE
                RESPONSE REQUIRED".  Tenant shall reimburse Landlord for its
                attorneys' fees and other expenses incurred in connection with considering
                any request for its consent to a Transfer (limited to $250 per
                request).  If Landlord consents to a proposed Transfer, then the
                proposed transferee shall deliver to Landlord a written agreement
                whereby
                it expressly assumes the Tenant's obligations hereunder (other than
                Tenant's obligation to pay Base Rental under this Lease if the transferee
                is a sublessee); however, any transferee of less than all of the
                space in
                the Premises shall be liable only for obligations under this Lease
                that
                are properly allocable to the space subject to the Transfer, and
                only to
                the extent of the rent it has agreed to pay Tenant
                therefor.  Landlord's consent to a Transfer shall not release
                Tenant from performing its obligations under this Lease, but rather
                Tenant
                and its transferee shall be jointly and severally liable
                therefor.  Landlord's consent to any Transfer shall not waive
                Landlord's rights as to any subsequent Transfers.  If an Event
                of Default occurs while the Premises or any part thereof are subject
                to a
                Transfer, then Landlord, in addition to its other remedies, may collect
                directly from such transferee all rents becoming due to Tenant and
                apply
                such rents against Rent.  Tenant authorizes its transferees to
                make payments of rent directly to Landlord upon receipt of written
                notice
                from Landlord to do so.  Landlord shall, within ten (10)
                business days after its receipt of the Consent Request Package, notify
                Tenant in writing either (i) that Landlord consents to the proposed
                Transfer, or (ii) that Landlord does not consent to the proposed
                Transfer
                and in such rejection notice identify the reasons for Landlord's
                decision
                not to consent to such Transfer.  If Landlord fails to provide
                Tenant with the written notice described in the preceding
                sentence

            


    


    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    


    within
      such 10-business day period, Landlord shall be conclusively deemed to have
      consented to the proposed Transfer.

    (b)           With
      respect to any assignment and any subletting, Tenant shall pay to Landlord,
      immediately upon receipt thereof, one-half of all net compensation received
      by
      Tenant for such Transfer that exceeds the Base Rental allocable to the portion
      of the Premises covered thereby.

     

    
      	 	
              (c)

            	
                        
                If no Event of Default has occurred and is continuing, Tenant may
                assign
                this Lease without the prior written consent of Landlord to a parent,
                subsidiary or affiliate of Tenant or to an acquirer of substantially
                all
                of the assets of Tenant; provided that (i) Tenant shall have notified
                Landlord in writing prior to such assignment of its intent to effect
                the
                same, (ii) at the time thereof no Event of Default has occurred and
                is
                continuing, (iii) with respect to a transferee that is acquiring
                substantially all of the assets of Tenant, Landlord has received
                evidence
                reasonably acceptable to Landlord that the transferee has
                the  financial wherewithal and creditworthiness to satisfy
                Tenant’s remaining obligations under this Lease, and (iv) the proposed
                transferee shall deliver to Landlord a written agreement whereby
                it
                expressly assumes all of the Tenant's obligations under this Lease
                (an
                assignment that satisfies the requirements of this paragraph (c)
                is
                referred to herein as a "Permitted
                Transfer").

            


    

    


    
      	
              18.

            	
              LIENS.  Tenant
                will not permit any mechanic's lien or liens to be placed upon the
                Premises or the Building and nothing in this Lease shall be deemed
                or
                construed in any way as constituting the consent or request of Landlord,
                express or implied, by inference or otherwise, to any person for
                the
                performance of any labor or the furnishing of any materials to the
                Premises, or any part thereof, nor as giving Tenant any right, power,
                or
                authority to contract for or permit the rendering of any services
                or the
                furnishing of any materials that would give rise to any mechanics'
                or
                other liens against the Premises.  In the event any such lien is
                attached to the Premises, then, in addition to any other right or
                remedy
                of Landlord, Landlord may, but shall not be obligated to, discharge
                the
                same.  Any amount paid by Landlord for any of the aforesaid
                purposes shall be paid by Tenant to Landlord on demand as additional
                rent.  Landlord may require, at Landlord's sole option, that
                Tenant shall provide to Landlord, at Tenant's sole cost and expense,
                a
                performance and payment bonds in an amount equal to one and one-half
                (1-1/2) times the estimated cost of any improvements, additions,
                or
                alterations in the Premises which the Tenant desires to make to insure
                Landlord against any liability for mechanic's liens and materialman's
                liens and to insure completion of the work.  Tenant shall comply
                with this Section with respect to any repairs, improvements or alterations
                to the Premises that are otherwise permitted by Section 11
                above.

            


    

    


    
      	
              19.

            	
              PROPERTY
                INSURANCE.  Landlord shall maintain fire and extended
                coverage insurance on the Building and the Premises in such amounts
                as
                Landlord's mortgagees shall require.  Such insurance shall be
                maintained at the expense of Landlord (as a part of the Insurance
                Costs),
                and payments for losses thereunder shall be made solely to Landlord
                or the
                mortgagees of Landlord as their interests shall appear.  Tenant
                shall maintain at its expense, in an amount equal to full replacement
                cost, fire and extended coverage insurance on all of
                its

            


    


    
      
        
        

      

      
        -51-

        
          

        

      

      
        
        

      

    


    personal
      property, including removable trade fixtures, located in the Premises and in
      such additional amounts as are required to meet Tenant's obligations pursuant
      to
      Section 23

    hereof.  Tenant
      shall, at Landlord's request from time to time, provide Landlord with current
      certificates of insurance evidencing Tenant's compliance with this Section
      19
      and Section 20.  Tenant shall obtain the agreement of Tenant's
      insurers to notify Landlord that a policy is due to expire at least 30 days
      prior to such expiration.

    


    
      	
              20.

            	
              LIABILITY
                INSURANCE.

            


    

    


    (a)           Tenant
      shall keep in force throughout the Term: (i) a Commercial General
      Liability insurance policy or policies to protect the Landlord Entities
      against any liability to the public or to any invitee of tenant or a Landlord
      Entity incidental to the use of or resulting from any accident occurring in
      or
      upon the Premises with a limit of not less than $1,000,000.00 per occurrence
      and
      not less than $2,000,000.00 in the annual aggregate, or such larger amount
      as
      Landlord may prudently require from time to time, covering bodily injury and
      property damage liability and $1,000,000 products/completed operations
      aggregate; (ii) Business Auto Liability covering owned, non-owned and
      hired vehicles with a limit of not less than $1,000,000 per accident; (iii)
      insurance protecting against liability under Worker’s Compensation Laws
      with limits at lease as required by statue; (iv) Employers Liability with limits
      of $500,000 each accident, $500,000 disease policy limit, $500,000 disease-each
      employee; (v) All Risk or Special Form coverage protecting Tenant against
      loss of or damage to Tenant’s alterations, additions, improvements, carpeting,
      floor coverings, paintings, decorations, fixtures, inventory and other business
      personal property located in or about the Premises to the full replacement
      value
      of the property so insured; and (vi) Business Interruption Insurance with
      limit of liability representing loss of at lease approximately six months of
      income.

     

    (b)           Each
      of the aforesaid policies shall (i) be provided at Tenant’s expense; (ii) name
      the Landlord and the building management company, if any, as additional
      insureds; (iii) be issued by an insurance company with a minimum Best’s rating
      of “A:VII” during the Term; and (iv) provide that said insurance shall not be
      cancelled unless thirty (30) days prior written notice (ten days for nonpayment
      of premium) shall have been given to Landlord; and said policy or policies
      or
      certificates thereof shall be delivered to Landlord by Tenant upon the
      Commencement Date and at lease thirty (30) days prior to each renewal of said
      insurance.

     

    (c)           Whenever
      Tenant shall undertake any alterations, additions or improvements in, to or
      about the Premises (“Work”) the aforesaid insurance protection must
      extend to and include injuries to persons and damage to property arising in
      connection with such Work, without limitation including liability under any
      applicable structural work, act, and such other insurance as Landlord shall
      require; and the policies of or certificates evidencing such insurance must
      be
      delivered to Landlord prior to the commencement of any such Work.

    
      	
               

            	 


    


    
      
        
        

      

      
        -52-

        
          

        

      

      
        
        

      

    


    


    
      	
               

            	
              (d)

            	
              Landlord
                may maintain a policy of comprehensive general liability insurance
                with
                respect to the Property and the costs of such insurance shall be
                included
                in the Insurance Costs.

            


    

    


    
      	
              21.

            	
              INDEMNITY.

            


    

    


    
      	
               

            	
              (a)

            	
              Landlord
                shall not be liable to Tenant, or to Tenant's agents, servants, employees,
                customers, or invitees for any injury to person or damage to property
                caused by any act, omission, or neglect of Tenant, its agents, servants,
                or employees, invitees, licensees or any other person entering the
                Property under the invitation of Tenant or arising out of the use
                of the
                Premises by Tenant and the conduct of its business or out of a default
                by
                Tenant in the performance of its Subject to Section 22 below, Tenant
                hereby agrees to defend, indemnify, and hold harmless Landlord and
                its
                agents from and against all claims, demands, liabilities, causes
                of
                action, suits, judgments, and expenses (including attorneys' fees)
                for any
                injury to or death of any person or persons or the damage to or theft,
                destruction, loss, or loss of use of any property (a "Loss")
                arising from any occurrence on the Premises or from Tenant's failure
                to
                perform its obligations under this Lease (other than a Loss arising
                from
                the sole or gross negligence of Landlord or its agents), even though
                caused or alleged to be caused by the joint, comparative, or concurrent
                negligence or fault of Landlord or its agents, and even though any
                such
                claim, cause of action, or suit is based upon or alleged to be based
                upon
                the strict liability of Landlord or its agents.  This
                indemnity provision is intended to indemnify Landlord and its agents
                against the consequences of their own negligence or fault as provided
                above when Landlord or its agents are jointly, comparatively, or
                concurrently negligent with Tenant.  This indemnity
                provision shall survive termination or expiration of this
                Lease.

            


    

    


    
      	
               

            	
              (b)

            	
              Subject
                to Section 22 below, Landlord hereby agrees to defend, indemnify,
                and hold
                harmless Tenant and its agents from and against all claims, demands,
                liabilities, causes of action, suits, judgments, and expenses (including
                attorneys' fees) for any Loss arising from any occurrence in the
                Common
                Areas and other areas of the Property that are not leased to other
                tenants
                or from Landlord's failure to perform its obligations under this
                Lease
                (other than a Loss arising from the sole or gross negligence of Tenant
                or
                its agents).  This indemnity provision shall survive
                termination or expiration of this
                Lease.

            


    

    


    
      	
              22.

            	
              WAIVER
                OF SUBROGATION RIGHTS.  Anything in this Lease to the
                contrary notwithstanding, Landlord and Tenant each hereby waives
                any and
                all rights of recovery, claim, action, or cause of action, against
                the
                other, its agents, officers, or employees, for any loss or damage
                that may
                occur to the Property, the Premises, or any improvements thereto,
                or

            


    


    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        

      

    


    the
      Building of which the Premises are a part, or any improvements thereto, or
      any
      personal property of such party therein, by reason of fire, the elements, or
      any
      other causes(s) which are insured against under the terms of the standard fire
      and extended coverage insurance

    policies
      referred to in Section 19 hereof, regardless of cause or origin, including
      negligence of the other party hereto, its agents, officers, or
      employees.  Each of Landlord and Tenant also agrees that no right of
      recovery, claim, action or cause of action hereby waived shall ever be assigned
      to its insurance carriers.

    


    
      	
              23.

            	
              CASUALTY
                DAMAGE.  If the Premises or any part thereof shall be
                damaged by fire or other casualty, Tenant shall give prompt written
                notice
                thereof to Landlord.  If Landlord determines, in Landlord's good
                faith business judgment, that the damage by fire or other casualty
                precludes occupancy of any substantial part of the Premises, or if
                the
                Building is so damaged that in Landlord's judgment, substantial alteration
                or reconstruction of the Building is required (whether or not the
                Premises
                have been damaged by the casualty), or if any mortgagee of the Property
                requires application of the insurance proceeds to the reduction of
                the
                mortgage debt, or if any material uninsured loss occurs, or if such
                casualty occurs during the last two years of the Lease Term, Landlord
                may,
                at its option, terminate this Lease by notifying Tenant within 60
                days
                after the date of the casualty.  If Landlord does not elect to
                terminate this Lease, it shall, within 60 days after the date of
                the
                casualty, notify Tenant of that decision and of the estimated repair
                time.  If the damage reasonably precludes occupancy of any
                substantial part of the Premises and if the estimated repair time
                to
                restore that part of the Premises to a condition that reasonably
                permits
                occupancy will extend beyond one year after the date of the casualty,
                Tenant may elect to terminate this Lease by so notifying Landlord
                within
                10 days after receipt of notice of Landlord's decision not to terminate
                this Lease.  If Landlord elects not to terminate this Lease (or
                if Landlord is not entitled to terminate this Lease if Tenant has
                the
                option under the preceding sentence), Landlord shall restore the
                Building
                to substantially its former condition as soon as reasonably
                possible.  Landlord shall not, however, be required to restore
                any part of the Building in excess of the Building Standard Improvements
                unless the proceeds of Tenant's fire and extended coverage insurance
                are
                made available to Landlord for that purpose, or to spend any amount
                in
                excess of the insurance proceeds actually received by Landlord as
                a result
                of the casualty.  Provided the fire or other casualty was not
                caused to any extent by the act or omission of Tenant or its employees,
                agents or contractors, Landlord shall allow Tenant a fair reduction
                of
                rent during the time and to the extent the Premises are unfit for
                occupancy.  If the Premises or any other portion of the Building
                be damaged by fire or other casualty resulting from the fault or
                negligence of Tenant or any of Tenant's agents, employees, or invitees,
                the rent hereunder shall not be diminished during the repair of such
                damage and Tenant shall be liable to Landlord for the cost of the
                repair
                and restoration of the Building caused thereby to the extent such
                cost and
                expense is not covered by insurance
                proceeds.

            


    


    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

    


    


    
      	
              24.

            	
              CONDEMNATION.  If
                the whole or substantially the whole of the Building or the Premises
                should be taken for any public or quasi-public use, by right of eminent
                domain or otherwise, or should be sold in lieu of condemnation, then
                this
                Lease shall terminate as of the date when physical possession of
                the
                Building or the Premises is taken by the condemning authority. If
                less
                than the whole or substantially the whole of the Building or the
                Premises
                is thus taken or sold, Landlord (whether or not the Premises are
                affected
                thereby) may terminate this Lease

            


    

    by
      giving written notice thereof to Tenant, in which event this Lease shall
      terminate as of the date when physical possession of such portion of the
      Building or Premises is taken by the condemning authority.  If this
      Lease is not so terminated upon any such taking or sale, the Base Rental payable
      hereunder shall be diminished by an equitable amount, and Landlord shall, to
      the
      extent Landlord deems feasible, restore the Building and the Premises to
      substantially their former condition, but such work shall not exceed the scope
      of the work done by Landlord in originally constructing the Building and
      installing Building Standard Improvements in the Premises, nor shall Landlord
      in
      any event be required to spend for such work an amount in excess of the amount
      received by Landlord as compensation for such damage. All amounts awarded upon
      a
      taking of any part or all of the Property or the Premises shall belong to
      Landlord and Tenant shall not be entitled to and expressly waives all claim
      to
      any such compensation.

    


    
      	
              25.

            	
              DAMAGES
                FROM CERTAIN CAUSES.  Landlord shall not be liable to Tenant
                for any loss or damage to any property or person occasioned by theft,
                vandalism, misconduct of persons other than Landlord, fire, act of
                God,
                public enemy, injunction, riot, strike, insurrection, war, court
                order,
                requisition, or order of governmental body or authority or by any
                other
                cause beyond the control of Landlord.  Nor shall Landlord be
                liable for any damage or inconvenience which may arise through repair
                or
                alteration of any part of the Building or
                Premises.

            


    

    


    
      	
              26.

            	
              EVENTS
                OF DEFAULT/REMEDIES.

            


    

    


    
      	
               

            	
              (a)

            	
              The
                following events shall be deemed to be events of default by Tenant
                under
                this Lease:

            


    

    


    
      	
               

            	
              (i)

            	
              Tenant's
                failure to pay rent, or any other sums due from Tenant to Landlord
                under
                the Lease (or any other lease executed by Tenant for space in the
                Building), when due;

            


    

    


    
      	
               

            	
              (ii)

            	
              Tenant's
                failure to perform, comply with, or observe any other agreement or
                obligation of Tenant under this Lease (or any other lease executed
                by
                Tenant for space in the Building);

            


    

    


    
      	
               

            	
              (iii)

            	
              the
                leasehold estate hereunder demised shall be taken on execution or
                other
                process of law in any action against
                Tenant;

            


    


    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    


    


    


    
      	
               

            	
              (iii)

            	
              Tenant
                shall fail to promptly move into and take possession of the Premises
                when
                the Premises are ready for occupancy or shall cease to do business
                in or,
                abandons or vacates any substantial portion of the
                Premises;

            


    

    


    
      	
               

            	
              (iv)

            	
              Tenant
                shall become insolvent or unable to pay its debts as they become
                due, or
                Tenant notifies Landlord that it anticipates either
                condition;

            


    

    


    
      	
               

            	
              (v)

            	
              Tenant
                takes any action to, or notifies Landlord that Tenant intends to
                file a
                petition under any section or chapter of the National Bankruptcy
                Act, as
                amended, or under any similar law or statute of the United States
                or any
                State thereof; or a petition shall be filed against Tenant under
                any such
                statute or Tenant or any creditor of Tenant's notifies Landlord that
                it
                knows such a petition will be filed or Tenant notifies Landlord that
                it
                expects such a petition to be
                filed;

            


    

    
      	
               

            	
              (vi)

            	
              a
                receiver or trustee shall be appointed for Tenant's leasehold interest
                in
                the Premises or for all or a substantial part of the assets of Tenant;
                or

            


    

    


    
      	
               

            	
              (b)

            	
              Upon
                the occurrence of any event or events of default by Tenant, whether
                enumerated in paragraph (a) above or not, Landlord shall have the
                option to pursue any one or more of the following remedies without
                any
                notice or demand for possession whatsoever (and without limiting
                the
                generality of the foregoing, Tenant hereby specifically waives notice
                and
                demand for payment of rent or other obligations due and waives any
                and all
                other notices or demand requirements imposed by applicable
                law):

            


    

    


    
      	
               

            	
                   
                (i)

            	
              terminate
                this Lease in which event Tenant shall immediately surrender the
                Premises
                to Landlord;

            


    

    


    
      	
               

            	
                   
                (ii)

            	
              terminate
                Tenant's right to occupy the Premises and re-enter and take possession
                of
                the Premises (without terminating this
                Lease);

            


    

    


    
      	
               

            	
                    (iii)

            	
              enter
                upon the Premises and do whatever Tenant is obligated to do under
                the
                terms of this Lease; and Tenant agrees to reimburse Landlord on demand
                for
                any expenses which Landlord may incur in effecting compliance with
                Tenant's obligations under this Lease, and Tenant further agrees
                that
                Landlord shall not be liable for any damages resulting to the Tenant
                from
                such action;

            


    

    


    
      	
               
                (iv)  

            	
              terminate
                Tenant's rights, if any, to cancel this Lease, to expand into additional
                space in the Building, to exercise any renewal, extension and rights
                of
                first refusal or first offer to lease additional space or purchase
                the
                Building;

            


    


    
      
        
        

      

      
        -56-

        
          

        

      

      
        
        

      

    


    


    
      	
              (v)  

            	
              exercise
                any remedies that may be available under the Partnership Agreement
                as a
                result of a default by Tenant thereunder or hereunder;
                and

            


    

    


    
      	
              (vi)  

            	
              exercise
                all other remedies available to Landlord at law or in equity, including,
                without limitation, injunctive relief of all
                varieties.

            


    

    In
      the event Landlord elects to re-enter or take possession of the Premises after
      Tenant's default, Tenant hereby waives notice of such reentry or repossession
      and of Landlord's intent to re-enter or retake possession.  Landlord
      may, without prejudice to any other remedy which he may have for possession
      or
      arrearages in rent, expel or remove Tenant and any other person who may be
      occupying said Premises or any part thereof.  In addition, the
      provisions of Section 28 hereof, shall apply with respect to the period from and
      after the giving of notice of such termination to Tenant.  All
      Landlord's remedies shall be cumulative and not exclusive.  In the
      event of any such default or breach by Tenant, Landlord may at any time
      thereafter, in his sole discretion, with or without notice or demand and without
      limiting Landlord in the exercise of a right or remedy which Landlord may have
      by reason of such default or breach, be entitled to recover from Tenant all
      damages incurred by Landlord by reason of Tenant's default including, but not
      limited to:  the cost of recovering possession of the Premises;
      expenses of reletting, including necessary renovation and alteration of the
      Premises; reasonable attorney's fees; the amount of the excess of (i) the total
      rental and other benefits which Landlord would have received under this Lease
      for the remainder of the term together with all other expenses incurred by
      Landlord in connection with Tenant's default and (ii) the fair market value
      rental rate of the balance of the term as of the time of the breach or default;
      that portion of any leasing commission paid by Landlord with respect to this
      Lease applicable to the unexpired term of this Lease by amortizing such
      commission over the Lease Term; and all other sums of money and damages owing
      by
      Tenant to Landlord.  Unpaid installments of rent or other sums shall
      bear interest from the date due at the lesser of the maximum legal rate or
      Prime
      Rate of the Bank of America, N.A. (or successor) plus 3%, plus late charges
      on
      the rent as noted in Section 5(b).  Forbearance by Landlord to enforce
      one or more of the remedies herein provided upon an event of default shall
      not
      be deemed or construed to constitute a waiver of such default.

    


    
      	
               

            	
              (c)

            	
              To
                the extent Landlord has a duty to mitigate Tenant’s damages as a result of
                Tenant’s default (notwithstanding the provisions of Section 35(r) to the
                contrary), Landlord shall use reasonable efforts to relet the Premises
                on
                such terms and conditions as Landlord in its sole discretion may
                determine
                (including a term different from the Lease Term, rental concessions,
                and
                alterations to, and improvement of, the Premises); however, Landlord
                shall
                not be obligated to relet the Premises before leasing other portions
                of
                the Building.  Landlord shall not be liable for, nor shall
                Tenant's obligations hereunder be diminished because of, Landlord's
                failure to relet the Premises or to collect rent due for such
                reletting.  Tenant shall not be entitled to the excess of any
                consideration obtained by reletting over the rent
                due

            


    


    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        

      

    


    hereunder.  Reentry
      by Landlord in the Premises shall not affect Tenant's obligations hereunder
      for
      the unexpired Lease Term; rather, Landlord may, from time to time, bring action
      against Tenant to collect amounts due by Tenant, without the necessity of
      Landlord's waiting until the expiration of the Lease Term.  Unless
      Landlord delivers written notice to Tenant expressly stating that it has elected
      to terminate this

    Lease,
      all actions taken by Landlord to exclude or dispossess Tenant of the Premises
      shall be deemed to be taken under Section 26(b)(ii) above.  If
      Landlord elects to proceed under Section 26(b)(ii) or (iii), it may at any
      time
      elect to terminate this Lease under Section 26(b)(i) above.

    


    
      	
               

            	
                  
                (d)

            	
              Additionally,
                without notice, Landlord may alter locks or other security devices
                at the
                Premises to deprive Tenant of access thereto, and Landlord shall
                not be
                required to provide a new key or right of access to
                Tenant.

            


    

    


    
      	
               

            	
                  
                (e)

            	
              This
                Section 26 shall be enforceable to the maximum extent not prohibited
                by
                applicable law, and the unenforceability of any portion thereof shall
                not
                thereby render unenforceable any other portion.  Upon any event
                of default by Tenant, Tenant shall pay to Landlord all costs incurred
                by
                Landlord (including court costs and reasonable attorneys' fees and
                expenses) in (i) obtaining possession of the Premises, (ii) removing
                and
                storing Tenant's or any other occupant's property, (iii) repairing,
                restoring, altering, remodeling, or otherwise putting the Premises
                into
                condition acceptable to a new tenant, (iv) if Tenant is dispossessed
                of
                the Premises and this Lease is not terminated, reletting all or any
                part
                of the Premises (including brokerage commissions, cost of tenant
                finish
                work, and other costs incidental to such reletting), (v) performing
                Tenant's obligations which Tenant failed to perform, and (vi) enforcing,
                or advising Landlord of, its rights, remedies, and recourses arising
                out
                of the event of default.

            


    

    


    
      	
              (f)  

            	
              In
                the event Tenant becomes indebted to Landlord for any amounts owed
                under
                this Lease (whether or not Landlord has elected to formally declare
                a
                default under this Lease) that are not paid when due (in each case,
                a
                "Delinquent Sum"), Tenant hereby expressly authorizes Landlord to
                withhold from Tenant the payment of any dividend or distribution on
                or with respect to its partnership interest in Landlord, and any
                other
                payment with respect to such partnership interests made by or on
                behalf of
                Landlord or any partner thereof and to apply the amounts so withheld
                against Delinquent Sums (including any late charges and interest
                applicable thereto) until such amounts have been fully paid and
                discharged.  The provisions of this paragraph (f) shall not
                apply after Fairways 2001 Office Partners, Ltd. transfers the Property
                to
                a third party in which Tenant owns no
                interest.

            


    

    


    
      	
              (g)  

            	
              Landlord's
                acceptance of rent following an event of default shall not waive
                Landlord's rights regarding such event of default.  No waiver by
                Landlord of any violation or breach of any of the terms contained
                herein
                shall waive Landlord's rights regarding any future violation of such
                term
                or violation of any other term.

            


    


    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        

      

    


    


    


    
      	
              (h)  

            	
              Landlord
                shall be in default hereunder in the event Landlord has not begun
                and
                pursued with reasonable diligence the cure of any failure of Landlord
                to
                meet its obligations hereunder within thirty (30) days of the receipt
                by
                Landlord of written notice from Tenant of the alleged failure to
                perform.  In addition, Tenant hereby covenants that, prior to
                the exercise of any such remedies, it will give the mortgagees holding
                mortgages on the Property notice and a reasonable time to cure any
                default
                by Landlord.  Tenant's obligation to pay rent is an independent
                covenant, and the occurrence of a default by Landlord shall not entitle
                Tenant to withhold rent or offset alleged damages against
                rent.

            


    

    


    
      	
              27.

            	
              PEACEFUL
                ENJOYMENT.  Provided Tenant has performed all of the terms
                and conditions of this Lease to be performed by Tenant, Tenant shall
                peaceably and quietly hold and enjoy the Premises for the Lease Term,
                without hindrance from Landlord or any party claiming by, through,
                or
                under Landlord, subject to the terms and conditions of this
                Lease.

            


    

    


    
      	
              28.

            	
              HOLDING
                OVER.  In the event of holding over by Tenant after
                expiration or other termination of this Lease or in the event Tenant
                continues to occupy the Premises after the termination of Tenant's
                right
                of possession pursuant to Section 26(b) hereof, Tenant shall be a
                tenant
                at will and, in addition to all other damages and remedies to which
                Landlord may be entitled for such holding over, throughout the entire
                holdover period, Tenant shall pay rent equal to 150% of the Base
                Rental
                and additional Base Rental which would have been applicable had the
                term
                of this Lease continued through the period of such holding over by
                Tenant
                and, in addition to such rent, Tenant shall be liable to Landlord
                for any
                damages suffered or incurred by Landlord as a result of Tenant's
                holdover.  No holding over by Tenant after the expiration of the
                term of this Lease shall be construed to extend the term of this
                Lease.

            


    

    


    
      	
              29.

            	
              SUBORDINATION
                TO MORTGAGE.

            


    

    


    
      	
               

            	
              (a)

            	
              Tenant
                accepts this Lease subject and subordinate to any mortgage, deed
                of trust
                or other lien presently existing or hereafter arising upon the Premises,
                upon the Building or upon the Property as a whole, and to any renewals,
                refinancing and extensions thereof, but Tenant agrees that any such
                mortgagee shall have the right at any time to subordinate such mortgage,
                deed of trust or other lien to this Lease on such term and subject
                to such
                conditions as such mortgagee may deem appropriate in its
                discretion.  Landlord is hereby irrevocably vested with full
                power and authority to subordinate this Lease to any mortgage, deed
                of
                trust or other lien now existing or hereafter placed upon the Premises,
                the Building or the Property as a whole, and Tenant agrees upon demand
                to
                execute such further instruments subordinating this Lease (or such
                mortgage to this Lease) or attorning to the holder of any such liens
                as
                Landlord may request.  In the event that Tenant should fail to
                execute any such instrument promptly as requested, Tenant hereby
                irrevocably constitutes Landlord as its attorney-in-fact
                to

            


    


    
      
        
        

      

      
        -59-

        
          

        

      

      
        
        

      

    


    execute
      such instrument in Tenant's name, place and stead, it being agreed that such
      power is one coupled with an interest.  Tenant agrees that it will
      from time to time upon request by Landlord execute and deliver to such persons
      as Landlord shall request a statement in recordable form certifying that this
      Lease is unmodified and in full force and effect (or if there have been
      modifications, that the same is in full force and effect as so modified),
      stating the dates to which rent and other charges payable under this Lease
      have
      been paid, stating that Landlord is not in default hereunder (or if Tenant
      alleges a default stating the nature of such alleged default) and further
      stating such other matters as Landlord shall reasonably require.

    


    
      	
               

            	
              (b)

            	
              Nothing
                contained in this Section 29, however, shall be construed to impose
                upon Tenant any legal or financial obligation nor require Tenant
                to
                effectuate such a subordination unless, in the latter circumstance,
                the
                mortgagee, trust holder, secured party, or beneficiary named in the
                pertinent instrument shall first agree in writing that any proceeding
                to
                foreclose, sell, or any other action taken under such instrument
                shall not
                effect this Lease or any of the rights of Tenant hereunder for so
                long as
                Tenant shall not be held in default by Landlord of any of the provisions,
                covenants or conditions of the Lease, and shall continue to make
                the
                payments required hereunder to the appropriate designated
                party.

            


    

    


    
      	
              30.

            	
              SIGNAGE.  Landlord
                reserves full right of approval and rejection of any and all of Tenant's
                signs on the Premises, which approval will not be unreasonably
                withheld.

            


    

    


    
      	
              31.

            	
              PERSONAL
                LIABILITY.  The liability of Landlord to Tenant for any
                default by Landlord under the terms of this Lease shall be limited
                to
                Landlord's interest in the Building and the Property, and Tenant
                agrees to
                look solely to Landlord's interest in the Building and the Property
                for
                recovery of any judgment from Landlord, it being intended that Landlord
                shall not be personally liable for any judgment or
                deficiency.

            


    

    


    
      	
              31.

            	
              COMMISSIONS.  Landlord
                and Tenant hereby indemnify and hold each other harmless against
                any loss,
                claim, expense or liability with respect to any commissions or brokerage
                fees claimed on account of the execution and/or renewal of this Lease
                due
                to any action of the indemnifying
                party.

            


    

    


    
      	
              33.

            	
              RIGHTS
                RESERVED TO LANDLORD.  Provided that the exercise of such
                rights does not unreasonably interfere with Tenant's occupancy of
                the
                Premises, Landlord shall have the following
                rights:

            


    

    


    (i)           To
      decorate and to make inspections, repairs, alterations, additions, changes,
      or
      improvements, whether structural or otherwise, in and about the Building, or
      any
      part thereof; for such purposes, to enter upon the Premises and, during the
      continuance of any such work, to temporarily close doors, entryways, public
      space, and corridors in the Building; to interrupt or temporarily suspend
      Building services and facilities; and to change the


    
      
        
        

      

      
        -60-

        
          

        

      

      
        
        

      

    


    arrangement
      and location of entrances or passageways, doors, and doorways, corridors,
      stairs, restrooms, or other public parts of the Building;

    


    (ii)                      To
      take such reasonable measures as Landlord deems advisable for the security
      of
      the Building and its occupants, including without limitation searching all
      persons entering or leaving the Building; evacuating the Building for cause,
      suspected cause, or for drill purposes; temporarily denying access to the
      Building; and closing the Building after normal business hours and on Saturdays,
      Sundays, and holidays, subject, however, to Tenant's right to enter when the
      Building is closed after normal business hours under such reasonable
      regula­tions as Landlord may prescribe from time to time which may include
      by way of example, but not of limitation, that persons entering or leaving
      the
      Building, whether or not during normal business hours, identify themselves
      to a
      security officer by registration or otherwise and that such persons establish
      their right to enter or leave the Build­ing;

    


    (iii)                      To
      change the name by which the Building is designated; and

    


    (iv)                      To
      enter the Premises at all reasonable hours to show the Premises to prospective
      purchasers, lenders, or tenants.

    


    


    
      	
              34.

            	
              GENERAL
                PROVISIONS.

            


    

    


    
      	
               

            	
              (a)

            	
              Attorney's
                Fees.  In the event either party defaults in the performance
                of any of the terms of this Lease and the other party employs an
                attorney
                in connection therewith, the defaulting party agrees to pay the prevailing
                party's reasonable attorneys' fees and court
                costs.

            


    

    


    
      	
               

            	
              (b)

            	
              No
                Implied Waiver.  The failure of Landlord to insist at any
                time upon the strict performance of any covenant or agreement herein,
                or
                to exercise any option, right, power or remedy contained in this
                Lease
                shall not be construed as a waiver or a relinquishment thereof for
                the
                future.  No payment by Tenant or receipt by Landlord of a lesser
                amount than the monthly installment of rent due under this Lease
                shall be
                deemed to be other than on account of the earliest rent due hereunder,
                nor
                shall any endorsement or statement on any check or any letter accompanying
                any check or payment as rent be deemed an accord and satisfaction,
                and
                Landlord may accept such check or payment without prejudice to Landlord's
                right to recover the balance of such rent or pursue any other remedy
                in
                this Lease provided.

            


    

    


    
      	
               

            	
              (c)

            	
              Notice.  Any
                notice in this Lease provided for must, unless otherwise expressly
                provided herein, be in writing, and may, unless otherwise in this
                Lease
                expressly provided, be given or be served by depositing the same
                in the
                United States mail, postpaid and certified and addressed to the party
                to
                be notified, with return receipt requested, or by delivering the
                same in
                person to an officer of such party, or by prepaid telegram, or by
                facsimile transmission, when appropriate, addressed to
                the

            


    


    
      
        
        

      

      
        -61-

        
          

        

      

      
        
        

      

    


    party
      to be notified at the address stated in this Lease or such other address notice
      of which has been given to the other party.  Notice deposited in the
      mail in the manner hereinabove described shall be effective from and after
      the
      expiration of three (3) days after it is so deposited.

    


    
      	
               

            	
              (d)

            	
              Severability.  If
                any term or provision of this Lease, or the application thereof to
                any
                person or circumstance shall, to any extent, be invalid or unenforceable
                the remainder of this Lease, or the application of such term or provision
                to persons or circumstances other than those as to which it is held
                invalid or unenforceable, shall not be affected thereby, and each
                term and
                provision of this Lease shall be valid and enforceable to the fullest
                extent permitted by law.

            


    

    


    
      	
               

            	
              (e)

            	
              Recordation.  Tenant
                agrees not to record this Lease, or any memorandum hereof.  In
                the event Landlord's first mortgagee may so require, Tenant agrees
                to
                execute a short form of this Lease for
                recordation.

            


    

    


    
      	
               

            	
              (f)

            	
              Governing
                Law.  This Lease and the rights and obligations of the
                parties hereto shall be interpreted, construed, and enforced in accordance
                with the laws of the State of
                Texas.

            


    

    


    
      	
               

            	
              (g)

            	
              Force
                Majeure.  Whenever a period of time is herein prescribed for
                the taking of any action by Landlord, Landlord shall not be liable
                or
                responsible for, and there shall be excluded from the computation
                of such
                period of time, any delays due to strikes, riots, acts of God, shortages
                of labor or materials, war, governmental laws, regulations or
                restrictions, or any other cause whatsoever beyond the control of
                Landlord.

            


    

    


    
      	
               

            	
              (h)

            	
              Time
                of Performance.  Except as expressly otherwise herein
                provided, with respect to all required acts of Tenant, time is of
                the
                essence of this Lease.

            


    

    


    
      	
               

            	
              (i)

            	
              Transfers
                by Landlord.  Landlord shall have the right to transfer and
                assign, in whole or in part, all its rights and obligations hereunder
                and
                in the Building and the property, and in such event and upon such
                transfer
                Landlord shall be released from any further obligations hereunder,
                and
                Tenant agrees to look solely to such successor in interest of Landlord
                for
                the performance of such
                obligations.

            


    

    


    
      	
               

            	
              (j)

            	
              Effect
                of Delivery of this Lease.  Landlord has delivered a copy of
                this Lease to Tenant for Tenant's review only, and the delivery hereof
                does not constitute an offer to Tenant or option.  This lease
                shall not be effective until a copy executed by both Landlord and
                Tenant
                is delivered to and accepted by
                Landlord.

            


    

    


    
      	
               

            	
              (k)

            	
              Mail.  Tenant
                understands and agrees that mail delivery in the Building shall be
                only to
                boxes provided by Landlord in the
                Building.

            


    


    
      
        
        

      

      
        -62-

        
          

        

      

      
        
        

      

    


    


    
      	
               

            	
                  
                (l)

            	
              Waiver
                of Warranties.  For and in consideration of Landlord's
                execution of this Lease, Tenant waives any implied or express warranties
                of habitability, suitability, merchantability, quality, condition
                or
                fitness for a particular purpose with respect to the
                Premises.  In addition, the taking of possession of the Premises
                by Tenant shall be conclusive evidence that Tenant has inspected
                the
                Premises and is thoroughly familiar with its condition, and Tenant
                hereby
                accepts the Premises as being in good and satisfactory condition
                and
                suitable for their intended commercial
                purpose.

            


    

    


    
      	
               

            	
                 
                (m)

            	
              Entire
                Agreement.  This Lease contains all of the terms, promises,
                covenants, conditions and representations made or entered into between
                Landlord and Tenant concerning the subject matter hereof, and supersedes
                all prior discussions and agreements, whether written or oral, between
                Landlord and Tenant with respect to the subject matter of this Lease
                and
                constitutes the sole and entire agreement between Landlord and Tenant
                relating thereto.

            


    

    


    
      	
              (n)  

            	
              Waiver
                of Right To Contest Taxes.   Tenant hereby waives any
                right it may have under Section 41.413 of Texas Tax Code to protest
                the
                appraised value of all or any portion of the Premises and the Building,
                and any right it may have under Section 42.015 of the Texas Tax Code
                to
                appeal an order of the appraisal review board with respect to all
                or any
                portion of the Premises and/or the Building.  Tenant agrees that
                Landlord shall have the sole right to protest any appraisals of the
                Premises and the Building.  Tenant also hereby waives any right
                it may have to receive a copy of any notice received by Landlord
                of
                reappraisal of all or any portion of the Premises and/or the Building,
                including without limitation any notice required under Section 41.413(d)
                of the Texas Tax Code.  Tenant agrees that Landlord shall not be
                liable to Tenant for any damages for Landlord’s failure to send to Tenant
                a copy of any invoice of reappraisal concerning the Premises and/or
                the
                Building, irrespective of any obligation under applicable law of
                Landlord
                to provide such notice.  Not withstanding the foregoing, if
                Tenant protests, challenges or appeals any valuation for property
                tax
                purposes of all or any portion of the Premises and/or the Building,
                and
                such valuation increases from the value protested, appealed, or
                challenged, Tenant agrees to indemnify Landlord on an after-tax basis
                for
                any property taxes due as a result of such
                increase.

            


    

    


    
      	
              (o)  

            	
              Estoppel
                Certificates.  From time to time, Tenant shall furnish to
                any party designated by Landlord, within ten (10) days after Landlord
                has
                made a request therefor, a certificate signed by Tenant confirming
                and
                containing such factual certifications and representa­tions as to this
                Lease as Landlord may reasonably
                request.

            


    


    
      
        
        

      

      
        -63-

        
          

        

      

      
        
        

      

    


    


    
      	
              (p)  

            	
              Amendments;
                and Binding Effect.  This Lease may not be amended except by
                instrument in writing signed by Landlord and Tenant.  No
                provision of this Lease shall be deemed to have been waived by Landlord
                unless such waiver is in writing signed by Landlord, and no custom
                or
                practice which may evolve between the parties in the administration
                of the
                terms hereof shall waive or diminish the right of Landlord to insist
                upon
                the performance by Tenant in strict accor­dance with the terms
                hereof.  The terms and conditions contained in this Lease shall
                inure to the benefit of and be binding upon the parties hereto, and
                upon
                their respective successors in interest and legal representatives,
                except
                as otherwise herein expressly provided.  This Lease is for the
                sole benefit of Landlord and Tenant, and, other than Landlord's Mortgagee,
                no third party shall be deemed a third party beneficiary
                hereof.

            


    

    


    
      	
              (q)  

            	
              Joint
                and Several Liability.  If there is more than one Tenant,
                then the obligations hereunder imposed upon Tenant shall be joint
                and
                several.  If there is a guarantor of Tenant's obligations
                hereunder, then the obligations hereunder imposed upon Tenant shall
                be the
                joint and several obligations of Tenant and such guarantor, and Landlord
                need not first proceed against Tenant before proceeding against such
                guarantor nor shall any such guarantor be released from its guaranty
                for
                any reason whatsoever.

            


    

    


    
      	
              (r)  

            	
              Captions.  The
                captions contained in this Lease are for convenience of reference
                only,
                and do not limit or enlarge the terms and conditions of this
                Lease.

            


    

    


    
      	
               

            	
                   
                (s)

            	
              Landlord's
                Consent.  Whenever this Lease requires Landlord's consent,
                Landlord agrees that such consent shall be given or withheld based
                on
                Landlord's good faith business judgment and that Landlord will not
                act
                arbitrarily or capriciously in the exercise of such business
                judgment.

            


    

     

          
      (t)  Certification.

     

    (a)           Tenant
      certifies that (i) it is not acting, directly or indirectly, for or on behalf
      of
      any person, group, entity, or nation named by any Executive Order or the United
      States Treasury Department as a terrorist, “Specially Designated National and
      Blocked Person,” or other banned or blocked person, entity, nation, or
      transaction pursuant to any law, order, rule, or regulation that is enforced
      or
      administered by the Office of Foreign Assets Control; and (ii) it is not engaged
      in this transaction, directly or indirectly on behalf or, or instigating or
      facilitating this transaction, directly or indirectly on behalf of, any such
      person, group, entity, or nation.

     

    (b)           Tenant
      hereby agrees to defend, indemnify, and hold harmless Landlord from and against
      any and all claims, damages, losses, risks, liabilities, and expenses (including
      attorney’s fees and costs) arising from or related to any breach of the
      foregoing certification.

     


    
      
        
        

      

      
        -64-

        
          

        

      

      
        
        

      

    


    


     

    
      	
              36.

            	
              HAZARDOUS
                MATERIALS.  Landlord
                hereby agrees to indemnify and hold harmless Tenant from and against
                any
                claims or liabilities suffered or incurred by Tenant that arises
                from or
                is attributable to the presence of any hazardous materials in the
                Premises
                or the Property in violation of applicable environmental laws prior
                to the
                date of this Lease or after the date of this Lease if such presence
                is
                attributable to the actions of Landlord or its agents or
                employees.  Tenant hereby agrees to indemnify and hold harmless
                Landlord and its partners from and against any claims or liabilities
                suffered or incurred by Landlord or such partners that arises from
                or is
                attributable to the presence of any hazardous materials in the Premises
                in
                violation of applicable environmental laws after the date of this
                Lease if
                such presence is attributable to the actions of Tenant or its agents,
                employees or invitees.

            


    

    


    
      	
              37.

            	
              EXHIBITS.  Exhibits
                "A", "B", "C", "D", "E" and "F" are attached hereto and incorporated
                herein and made a part of this Lease for all
                purposes:

            


    

    


    LANDLORD
      AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE
      SUITABLE FOR TENANT'S INTENDED COMMERCIAL PURPOSE, AND TENANT'S OBLIGATION
      TO
      PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE
      PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE
      EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT
      ABATEMENT, SETOFF, DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS
      DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED.


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, Landlord and Tenant have executed this Lease in multiple
      original counterparts as of the day and year first above written.

    


    


    


    
      	
              LANDLORD:

            	
              TENANT:

            
	
              Fairways
                2001 Office Partners, Ltd.,

            	
              Ascendant
                Solutions, Inc.,

            
	
              a
                Texas limited partnership

            	
              a
                Delaware corporation

            
	 	 
	
              By:           VIII
                Canyons, LLC.,

            	 
	
              a
                Texas limited liability
                company

            	 
	 	 
	
              By:/s/James
                Deibel                                                                           

            	
              By:/s/David
                E. Bowe 

            
	
              James
                Deibel,

            	
              David
                E. Bowe

            
	
              Manager

            	
              President
                & CEO

            
	 	 
	 	 
	
              Address:

            	
              Address
                prior to occupancy:

            
	 	 
	
              5055
                Keller Springs
                Road, Suite 300

            	
              16250
                Dallas Parkway, Suite 100

            
	
              Addison,
                TX
                75001

            	
              Dallas,
                TX  75248

            


    

    



    
      
        
        

      

      
        -66-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      "A"

    


    LEGAL
      DESCRIPTION

    


    


    Being
      a tract of land situated in Andrew J. Clark Survey, Abstract No.  360
      and being Lot 1 Block A/8224 of Fairways Office, an addition to the City of
      Dallas, Texas as recorded in Vol. 77162 Page 0564, Records of Dallas County,
      Texas, and being more particularly described as follows:

    


    COMMENCING
      at the intersection of the north line of Keller Springs Road and the east line
      of Dallas Parkway;  THENCE N 00 deg. 53' 09" E along said east line,
      1190.55 feet;  THENCE in a northerly direction continuing along said
      east line with a curve to the left, said curve having a central angle of 18
      deg.
      24' 52" and a radius of 1600.00 feet, a distance of 514.23
      feet;  THENCE N 89 deg. 42' 00" E, 445.70 feet to the Place of
      Beginning:

    


    THENCE
      FROM THE PLACE OF BEGINNING N 89 deg. 42' 00" E, 350.70 feet;

    THENCE
      S 24 deg. 27' 31" W, 412.94 feet;

    THENCE
      S 89 deg. 50' 30" W, 101.40 feet;

    THENCE
      in a northerly direction with a curve to the left, chord bearing N 18 deg.
      29'
      50" W, said curve having a central angle of 03 deg. 06' 08" and a radius of
      530.00 feet, a distance of 28.70 feet;

    THENCE
      in a northerly direction with a curve to the right, said curve having a central
      angle of 13 deg. 11' 49" and a radius of 470.00 feet, a distance of 108.26
      feet;

    THENCE
      in a northerly direction with a curve to the left, said curve having a central
      angle of 06 deg. 56' 55" and a radius of 2030.00 feet, a distance of 246.20
      feet
      to the Place of Beginning and containing 1.968 acres of land.


    
      
        
        

      

      
        -67-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      "B"

    


    FLOOR
      PLAN

    


    


    


    


    

    


    
      EXHIBIT
        "C"

    

    
      


    

    
      TENANT
        FINISH-WORK:
        ALLOWANCE

    

    


    


    1.           Tenant
      accepts the Premises in their "as is" condition on the date that this lease
      is
      entered into(including the current condition of the Building as it relates
      to
      handicapped access).  If applicable handicapped access laws require
      that alterations be made to the non-tenant areas of the Building for the
      Building to be in compliance with such laws, Landlord shall be responsible
      for
      such alterations.


    
      
        
        

      

      
        -68-

        
          

        

      

      
        
        

      

    


    Landlord
      shall not be responsible for any alterations to the Premises that may be
      required by handicapped access laws.

    


    2.           Landlord
      shall at its sole cost and expense prior to the Commencement Date, paint all
      interior walls and shampoo all interior carpeting.  Further, Landlord
      shall repair any damage and repaint the walls in the “Server
      Closet”.

    



    
      
        
        

      

      
        -69-

        
          

        

      

      
        
        

      

    


    
      
        	
                 

              	
                EXHIBIT
                  "D"

              


      

    

    


    RULES
      AND REGULATIONS

    


    


    
      	
               

            	
              1.

            	
              Sidewalks,
                doorways, vestibules, halls, stairways, and similar areas shall not
                be
                obstructed nor shall refuse, furniture, boxes or other items be placed
                therein by Tenant or its officers, agents, servants, and employees,
                or
                used for any purpose other than ingress and egress to and from the
                leased
                premises, or for going from one part of the Building to another part
                of
                the Building.  Canvassing, soliciting and peddling in the
                Building are prohibited.

            


    

    


    
      	
               

            	
              2.

            	
              Plumbing
                fixtures and appliances shall be used only for the purposes for which
                constructed, and no unsuitable material shall be placed
                therein.

            


    

    


    
      	
               

            	
              3.

            	
              No
                signs, directories, posters, advertisements, or notices shall be
                painted
                or affixed on or to any of the windows or doors, or in corridors
                or other
                parts of the Building, except in such color, size, and style, and
                in such
                places, as shall be first approved in writing by Landlord in its
                reasonable discretion.  Landlord shall have the right to remove
                all unapproved signs without notice to Tenant, at the expense of
                Tenant.

            


    

    


    
      	
               

            	
              4.

            	
              Tenant
                shall not do, or permit anything to be done in or about the Building,
                or
                bring or keep anything therein, that will in any way increase the
                rate of
                fire or other insurance on the Building, or on property kept therein
                or
                otherwise increase the possibility of fire or other
                casualty.

            


    

    


    
      	
               

            	
              5.

            	
              Landlord
                shall have the power to prescribe the weight and position of heavy
                equipment or objects which may overstress any portion of the
                floor.  All damage done to the Building by the improper placing
                of such heavy items will be repaired at the sole expense of the
                responsible Tenant.

            


    

    


    
      	
               

            	
              6.

            	
              Tenants
                shall notify the Building Manager when safes or other heavy equipment
                are
                to be taken in or out of the Building, and the moving shall be done
                after
                written permission is obtained from Landlord on such conditions as
                Landlord shall require.

            


    

    


    
      	
               

            	
              7.

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

            


    

    


    
      	
               

            	
              8.

            	
              Tenants
                shall cooperate with Landlord's agents in keeping the leased premises
                neat
                and clean.

            


    

    


    
      	
               

            	
              9.

            	
              Tenants
                shall not cause or permit any improper noises in the Building, or
                allow
                any unpleasant odors to emanate from the leased premises, or otherwise
                interfere, injure or annoy in any way other tenants, or persons having
                business with them.

            


    


    
      
        
        

      

      
        -70-

        
          

        

      

      
        
        

      

    


    


    
      	
               

            	
              10.

            	
              No
                animals shall be brought into or kept in or about the
                Building.

            


    

    


    
      	
               

            	
              11.

            	
              When
                conditions are such that Tenant must dispose of crates, boxes, etc.
                it
                will be the responsibility of Tenant to dispose of same prior to,
                or after
                the hours of 7:30 a.m. and 5:30 p.m. respectively.  Crates and
                construction debris shall be removed from the project by Tenant at
                Tenant's expense and shall not be placed in ordinary trash removal
                receptacles.

            


    

    


    
      	
               

            	
              12.

            	
              No
                machinery of any kind, other than ordinary office machines such as
                typewriters and calculators, shall be operated on the leased premises
                without the prior written consent of Landlord, nor shall Tenants
                use or
                keep in the Building any inflammable or explosive fluid or substance
                or
                any illuminating materials.  No space heaters or fans shall be
                operated in the Building, without Landlords' prior written
                consent.

            


    

    
      	
               

            	
              13.

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

            


    

    


    
      	
               

            	
              14.

            	
              No
                nails, hooks or screws shall be driven into or inserted in any part
                of the
                Building except as approved by Building maintenance
                personnel.

            


    

    


    
      	
               

            	
              15.

            	
              Landlord
                has the right to evacuate the Building in the event of an emergency
                or
                catastrophe, and Tenant shall cooperate in such an
                evacuation.

            


    

    


    
      	
               

            	
              16.

            	
              No
                food and/or beverages shall be distributed from Tenant's office without
                the prior written approval of the Building
                Manager.

            


    

    


    
      	
               

            	
              17.

            	
              No
                additional locks shall be placed upon any doors without the prior
                written
                consent of Landlord.  All necessary keys shall be furnished by
                Landlord, and the same shall be surrendered upon termination of this
                Lease, and Tenant shall then give Landlord or his agent an explanation
                of
                the combination of all locks on the doors or vaults.  Tenant
                shall initially be given two (2) keys to the Premises by
                Landlord.  No duplicates of such keys shall be made by
                Tenants.  Additional keys shall be obtained only from Landlord,
                at a reasonable fee to be determined by
                Landlord.

            


    

    


    
      	
               

            	
              18.

            	
              Tenants
                will not locate furnishings or cabinets adjacent to mechanical or
                electrical access panels or over air conditioning outlets so as to
                prevent
                operating personnel from servicing such units as routine or emergency
                access may require.  Cost of moving such furnishings for
                Landlord's access will be for Tenant's account.  The lighting
                and air conditioning equipment of the Building will remain the exclusive
                charge of the Building designated
                personnel.

            


    


    
      
        
        

      

      
        -71-

        
          

        

      

      
        
        

      

    


    


    
      	
               

            	
              19.

            	
              Tenant
                shall comply with such parking rules and regulations as may be posted
                and
                distributed from time to time.

            


    

    


    
      	
               

            	
              20.

            	
              No
                portion of the Building shall be used for the purpose of lodging
                rooms.

            


    

    


    
      	
               

            	
              21.

            	
              Vending
                machines or dispensing machines of any kind will not be placed in
                the
                leased premises by a Tenant, without permission from
                Landlord.

            


    

    


    
      	
               

            	
              22.

            	
              Prior
                written approval, which shall be at Landlord's sole discretion, must
                be
                obtained for installation of window shades, blinds, drapes, or any
                other
                window treatment of any kind whatsoever.  Landlord will control
                all internal lighting that may be visible from the exterior of the
                Building and shall have the right to change any unapproved lighting,
                without notice to Tenant, at Tenant's expense.  In the event
                that Landlord finds it necessary to close or open blinds or other
                window
                treatments during certain hours of the day for temperature control
                purposes.  Tenant shall cooperate by closing or opening its
                blinds or other window treatments during such
                hours.

            


    

    


    
      	
               

            	
              23.

            	
              No
                Tenant shall make any changes or alterations to any portion of the
                Building without Landlord's prior written approval, which may be
                given on
                such conditions as Landlord may elect.  All such work shall be
                done by Landlord or by contractors and/or workmen approved by Landlord,
                working under Landlord's
                supervision.

            


    

    


    
      	
               

            	
              24.

            	
              Landlord
                reserves the right to rescind any of these rules and make such other
                and
                further rules and regulations as in its judgment shall from time
                to time
                be needful for the operation of the Building, which rules shall be
                binding
                upon each Tenant upon delivery to such Tenant of notice thereof in
                writing.

            


    

    



    
      
        
        

      

      
        -72-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      "E"

    


    BASE
      RENTAL SCHEDULE

    


    The
      initial Base Rental for the Premises shall be $ 3,901.63 per month (based on
      $19.50 per square foot of Rentable Area contained in the Premises). August,
      September, October and November 2007 Base Rental shall be
      abated.


    
      
        
        

      

      
        -73-

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      “F”

    


    RENEWAL
      OPTIONS

    


    Provided
      no event of default exists and Tenant is occupying the entire Premises at the
      time of such election, Tenant may renew this Lease
      for  one  additional period
      of    5    years each on the same
      terms provided in this Lease (except as set forth below), by delivering written
      notice of the exercise thereof to Landlord not later
      than    180 days    before the
      expiration of the Lease Term.  On or before the commencement date of
      the extended Lease Term in question, Landlord and Tenant shall execute an
      amendment to this Lease extending the Lease Term on the same terms provided
      in
      this Lease, except as follows:

    


    (1)           The
      Base Rental payable for each month during each such extended Lease Term shall
      be
      the prevailing rental rate, at the commencement of such extended Lease Term,
      for
      space of equivalent quality, size, utility and location, with the length of
      the
      extended Lease Term and the credit standing of Tenant to be taken into
      account;

    


    (2)           Tenant
      shall have no further renewal options unless expressly granted by Landlord
      in
      writing; and

    


    (3)           Landlord
      shall lease to Tenant the Premises in their then-current condition.

    


    Tenant's
      rights under this Exhibit shall terminate if (i) this Lease or Tenant's right
      to
      possession of the Premises is terminated, (ii) Tenant assigns any of its
      interest in this Lease or sublets any portion of the Premises, or (iii) Tenant
      fails to timely exercise its option under this Exhibit, time being of the
      essence with respect to Tenant's exercise thereof.

     

    -74-