Exhibit 10









EXHIBIT 10.41




 




SECOND AMENDMENT TO LEASE




 




THIS SECOND AMENDMENT TO LEASE is made as of

the 22nd day of September, 2000, between TRANSWESTERN WESTCHASE III, L.P. (“Lessor”) and EpicEdge, Inc., f/k/a DESIGN AUTOMATION SYSTEMS, INC.

(“Lessee”).




 




W I T N E S S E T H:




 




WHEREAS, Lessor’s

predecessor-in-interest and Lessee are parties to that certain Office Lease

Agreement dated December 1, 1995, as amendment by that certain First Amendment

of Lease dated June 10, 1998 (the lease, as heretofore amended, is hereinafter

referred to as the “Lease”), which Lease demised to Lessee certain premises

described as Suites 370, 485 and 400 which currently contains approximately

7,603 square feet of Net Rentable Area in the aggregate (the “Premises”)

located on the third and fourth floors of the building commonly known as the

Westchase III Office Building located in Houston, Texas (the “Building”); and




 




WHEREAS, Lessor and Lessee desire to

extend the term of the Lease, reduce the size of the Premises and to modify

certain provisions of the Lease as hereinafter provided.




 




NOW, THEREFORE, in consideration of the

mutual covenants and conditions contained herein, the Lease is hereby amended

as follows:




 




1.             DEFINED TERMS.  All capitalized terms used herein shall have

the same meaning as ascribed to them in the Lease, unless otherwise defined

herein.




 




2.             EXTENDED

TERM/NON-RENEWAL.  The Term

of the Lease is hereby extended from the period commencing December 1, 2000 and

continuing through midnight on November 30, 2005 (the “Ending Date”).  Notwithstanding the foregoing to the

contrary, the term of the Lease with respect to Suites 400 and 485 shall expire

on November 30, 2000.  Lessee shall

remain liable for all Monthly Base Rent, Additional Rent and all other sums due

under the Lease with respect to Suites 400 and 485 up to and including the date

the Lease with respect to such space expires even though billings for such may

occur subsequent to such expiration.  As

of the date hereof, the Premises contains approximately 7,603 square feet of

Rentable Area.  As of December 1, 2000,

the Premises shall contain approximately 4,270 square feet of Net Rentable Area

for all purposes under the Lease and all references to Premises shall exclude

Suites 400 and 485.




 




3.             MONTHLY BASE RENT.  Effective December 1, 2000, Lessee shall pay

a monthly base rent for the Premises (excluding Suites 400 and 485) in the

following amounts, payable in monthly installments in accordance with the

Lease:




 




	

  Period


  	

   


  	

  Annual

  Base Rent


  	

   


  	

  Monthly

  Base Rent


  	

   


  
	

  12/01/00

  – 11/30/02


  	

   


  	

  $


  	

  75,792.50


  	

   


  	

  $


  	

  6,316.04


  	

   


  
	

  12/01/02

  – 11/30/03


  	

   


  	

  $


  	

  77,927.50


  	

   


  	

  $


  	

  6,493.96


  	

   


  
	

  12/01/03 – 11/30/05


  	

   


  	

  $


  	

  80,062.50


  	

   


  	

  $


  	

  6,671.88


  	

   


  





 





























 




4.             LESSEE’S PROPORTIONATE

SHARE.  Effective as December

1, 2000, Lessee’s Proportionate Share for the then existing Premises (consisting

of Suite 370) shall be equal to 2.61%, subject to adjustment as provided in the

Lease.




 




5.             BASIC COSTS AMOUNT.  Commencing on December 1, 2000 and

continuing through the Ending Date, Lessee shall pay the amount by which Basic

Costs exceed the Initial Basic Costs in accordance with the terms of the Lease

except that during such period, the “Initial Basic Costs,” as defined in

Section 1(g) and 8 of the Lease, shall be equal to the actual Basic Costs for

the calendar year 2000.




 




6.             PARKING.  Commencing on December 1, 2000 and continuing

through the Ending Date, Lessee shall be entitled to use a total of ten (10)

unreserved parking spaces at no charge, leaving the number of reserved parking

spaces unchanged at four (4) at a cost of $50.00 per space, per month, plus all

applicable taxes.  Lessee’s use of such

spaces shall be subject to and in accordance with the Lease.




 




7.             CONDITION OF THE

PREMISES.  Lessee is

currently in possession of the Premises and agrees that except for the terms

and conditions contained in the Work Letter Agreement attached hereto as Exhibit B and by this reference made a

part hereof, (i) to accept possession of the Premises in the condition existing

on the date hereof “as is”, (ii) that neither Lessor nor Lessor’s agents has

made any representations or warranties with respect to the Premises or the

Building except as expressly set forth herein, and (iii) Lessor has no

obligation to perform any work, supply any materials, incur any expense or make

any alterations or improvements to the Premises.




 




8.             BINDING EFFECT.  The Lease, as amended hereby, shall continue

in full force and effect, subject to the terms and provisions thereof.  In the event of any conflict between the

terms of the Lease and the terms of this Agreement, the terms of this Agreement

shall control.  This Agreement shall be

binding upon and inure to the benefit of Lessor, Lessee and their respective

successors and permitted assigns.




 




9.             ESTOPPEL.  Lessee hereby acknowledges that as of the

date hereof, Lessee has no claims arising under the Lease against Lessor, its

agents or beneficiaries, or any one or more of the foregoing, and that Lessee

knows of no default or failure on the part of Lessor to keep or perform any

covenant, condition or undertaking to be kept or performed by Lessor under the

Lease.




 




10.           REAL ESTATE BROKERS.  Lessor has retained Transwestern Commercial

Services (“Lessor’s Agent”) as leasing agent in connection with this

Agreement.  Lessor will be solely

responsible for any fee that may be payable to Lessor’s Agent, such fee to be

paid in accordance with separate written agreements.  Each of Lessor and Lessee represents and warrants to the other

that it has not dealt with any broker in connection with this Agreement other

than Lessor’s Agent and that, to the best of its knowledge and belief, no other

broker, finder or like entity procured or negotiated this Agreement or is

entitled to any fee or commission in connection herewith.  The execution and delivery of this Agreement

by each party shall be conclusive evidence that each party has relied upon the

foregoing representations and warranties. 

Each of Lessor and Lessee shall indemnify, defend, protect and hold the

other party harmless from and against any and all costs, expenses, claims and

liabilities (including reasonable attorneys’ fees and disbursements) which the

indemnified party may incur by




 




2





























 




reason of any claim of or liability to any

broker, finder or like agent (other than Lessor’s Agent) arising out of any

dealings claims to have occurred between the indemnifying party and the

claimant in connection with this Agreement and/or the above representation

being false.  The provisions of this

Section 10 shall survive the expiration or earlier termination of the term of

the Lease.




 




11.           SUBMISSION.  Submission of this Agreement by Lessor to

Lessee for examination and/or execution shall not in any manner bind Lessor and

no obligations on Lessor shall arise under this Agreement unless and until this

Agreement is fully signed and delivered by Lessor and Lessee.




 




12.           EXCULPATION.  The liability of Lessor for Lessor’s

obligations under the Lease, as amended by this Agreement (the “Amended

Lease”), shall be limited to Lessor’s interest in the Building and the land

thereunder and Lessee shall not look to any other property or assets of Lessor

or the property or assets of any partner, shareholder, director, officer,

principal, employee or agent, directly and indirectly, of Lessor (collectively,

the “Parties”) in seeking either to enforce Lessor’s obligations under the

Amended Lease or to satisfy a judgment for Lessor’s failure to perform such

obligations; and none of the Parties shall be personally liable for the

performance of Lessor’s obligations under the Amended Lease.




 




IN WITNESS WHEREOF, the parties have caused

this Second Amendment to Lease to be executed as of the date first above

written.




 




	

   


  	

   


  	

  LESSOR:


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  TRANSWESTERN

  WESTCHASE III, L.P.


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  Transwestern Investment

  Company, L.L.C.,


  
	

   


  	

   


  	

   


  	

  its authorized agent


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ [ILLEGIBLE]


  	

   


  
	

   


  	

   


  	

   


  	

  Its: Authorized Signer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  LESSEE:

  EpicEdge, Inc., f/k/a DESIGN


  	

   


  
	

   


  	

   


  	

  AUTOMATION

  SYSTEMS, INC.


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ [ILLEGIBLE]


  	

   


  
	

   


  	

   


  	

   


  	

  Its:


  	

  VP of Operations


  	

   


  
							





 




3





























 




EXHIBIT “A”




 




[Intentionally

omitted]




 




A-1





























 




EXHIBIT “B”




 




WORK LETTER AGREEMENT




 




This Work Letter Agreement

supplements and is hereby incorporated into that certain lease (hereinafter

referred to as the “Lease”) dated and executed concurrently herewith by and

between TRANSWESTERN WESTCHASE III, L.P. (“Lessor”)

and EpicEdge, Inc. f/k/a DESIGN AUTOMATION

SYSTEMS, INC. (“Lessee”) with the terms defined in the Lease to have

the same definition where used herein.




 




1.             The Premises is leased to Lessee in its “AS IS”

condition and this Work Letter Agreement is intended to set forth the

obligations of Lessor and Lessee with respect to the preparation of the

Premises for Lessee’s continued occupancy thereof.  All improvements described in this Work Letter Agreement to be

constructed in and upon the Premises are hereinafter referred to as the “Lessee

Improvements.”  It is agreed that

construction of the Lessee Improvements will be completed in accordance with

the procedures set forth in this Work Letter Agreement.




 




2.             Lessee shall devote such time in consultation with

Lessor or Lessor’s agent as may be required to provide all necessary

information to Lessor or Lessor’s agent as Lessor deems necessary in order to

enable Lessor to complete, and obtain Lessee’s written approval of, the final

layout, drawings, and plans for the Premises. 

If Lessee fails to furnish any such information, or fails to approve

layout, drawings, or plans within five (5) business days after written request,

Lessor may, at its election, be disscharged of its obligations under this Work

Letter Agreement, but the same shall not affect or diminish Lessee’s duties and

obligations set forth in the Lease, and Lessee agrees to pay on demand all

costs and expenses and increased unit prices incurred by Lessor on account of

Lessee’s failure to furnish such information and approved drawings within such

prescribed times.  All of Lessee’s plans

and specifications shall be subject to Lessor’s consent, the granting or denial

of which shall be in Lessor’s sole discretion.




 




3.             Space planning and construction drawings and, when

deemed necessary by Lessor, engineering drawings, shall be prepared by Lessor’s

architect.  Unless otherwise provided in

Exhibit “B-2”, Lessee shall pay for additional space planning services

beyond those specified above, for Lessor’s standard construction and

engineering drawings covering Lessor’s Building Standard materials as defined

in Exhibit “B-1”, and for any non-standard construction and engineering

drawings, or any additional costs for drawings occasioned by special

installation other than Building Standard. 

Lessee may pay for such services out of the Allowance, if any, provided

in Exhibit “B-2”.  Lessee shall

furthermore be responsible for the design, function and maintenance of all

special improvements, whether installed by Lessor at Lessee’s request or

installed by Lessee with Lessor’s prior written approval.  Lessee shall use the Building Standard materials

unless other materials are expressly approved in writing by Lessor.




 




4.             Prior to commencing any construction of Lessee

Improvements, Lessor shall submit to Lessee a written estimate setting forth

the anticipated cost of the Lessee Improvements (excluding any costs which may

be specified herein or in Exhibit “B-2” as being borne by Lessor),

including but not limited to labor and materials, contractor’s fees (including

Lessor’s construction management fee in the




 




B-1





























 




amount of 5% of the total cost of Lessee

Improvements), permit fees, space planning, initial space planning drawings (to

include one revision), construction, and engineering drawing costs.  Within five (5) business days thereafter,

Lessee shall either notify Lessor in writing of its approval of the cost

estimate, or specify its objections thereto and desired changes to the proposed

Lessee Improvements.  In the event

Lessee notifies Lessor of such objections and desired changes, Lessee shall work

with Lessor to reach acceptable plans and cost estimate; provided, however, if

Lessee fails to give written approval of a cost estimate within ten (10)

business days following delivery to Lessee of the original cost estimate,

Lessee shall be chargeable with one day of delay for each day thereafter until

Lessee provides to Lessor in writing its approval of a cost estimate.




 




5.             In the event Lessor’s estimate and/or the actual cost of

construction shall exceed the Allowance (as defined in Exhibit “B-2”

attached hereto), if any (such amounts exceeding the Allowance being herein

referred to as the “Excess Costs”), Lessee shall pay to Lessor such Excess

Costs as follows:




 




(a)           Lessee shall deliver to Lessor, with

its approval of the Lessor’s estimate, and in any event prior to commencement

of construction, an amount equal to fifty percent (50%) of the Excess Costs as

then estimated by Lessor.




 




(b)           After substantial completion of the

Lessee Improvements, but prior to occupancy of the Premises by Lessee, Lessee

shall pay to Lessor on demand an amount which when added to the initial payment

described in subparagraph (a) above equals ninety percent (90%) of the Excess

Costs as then estimated by Lessor.




 




(c)           As soon as the final accounting can

be prepared and submitted to Lessee, Lessee shall pay on demand to Lessor the

entire balance of the Excess Costs based upon the actual cost of construction.




 




The statements of costs submitted to Lessor

by Lessor’s contractors shall be conclusive for purposes of determining the

actual cost of the items described therein. 

The amounts payable hereunder constitute other rent payable pursuant to

the Lease, and the failure to timely pay same constitutes an event of default

under the Lease.




 




If Lessee shall request any

change, addition or alteration in the working drawings, after approval by

Lessor and Lessee, Lessor shall have such working drawings prepared, and Lessee

shall promptly reimburse Lessor for the cost thereof.  Promptly upon completion of the revisions, Lessor shall notify Lessee

in writing of the cost which will be chargeable to Lessee by reason of such

change, addition or deletion.  Lessee

shall, within three (3) business days thereafter, notify Lessor in writing

whether it desires to proceed with such change, addition or deletion.  In the absence of such written

authorization, Lessor shall have the option to continue work on the Premises

disregarding the requested change, addition or alteration, or Lessor may elect

to discontinue work on the Premises, in which event Lessee shall be chargeable

with a delay in completion of the Premises resulting therefrom.  In the event such revisions result in a

higher estimate of the cost of construction, Lessee shall pay to Lessor an

amount sufficient to provide Lessor with the above-described fifty percent

(50%) (or if applicable ninety percent (90%)) payment toward Excess Costs.




 




B-2





























 




Following approval of the

plans and the payment by Lessee of the required portion of the Excess Costs, if

any, Lessor shall cause the Lessee Improvements to be constructed in accordance

with the approved plans.  Unless

otherwise specifically provided in the approved plans, all material used in the

construction of the Lessee’s Improvements shall be of such quality as

determined by Lessor’s architect.




 




B-3





























 




EXHIBIT “B-1”




 




1. 

The Building Standard (herein so called) materials are the following:




 




A.     FLOORING:




Grade and quality of

carpeting to be selected by Lessor, with color to be selected by Lessee from those

offered by Lessor.




 




B.      WINDOW COVERING:




At Lessor’s option,

miniblinds or drapes in Lessor’s uniform color.




 




C.      CEILING:




Acoustical tiles - Grid

system.




 




D.      PARTITIONS:




Sheetrock partitions with

tape, bed, texture and paint finish,




 




E.      DOORS:




Solid core door with metal

frame and hardware.




 




F.      LIGHT SWITHCES:




Single pole light switches.




 




G.      TELEPHONE FACILITIES:




Standard unwired telephone

outlets (ring and string) mounted on partitions.  Lessee must make timely arrangements for telephone installation and

is responsible for all charges related to such installation.




 




H.      LIGHT FIXTURES:




Recessed fluorescent

lighting fixtures.




 




B-1-1





























 




EXHIBIT “B-2”




 




Lessor agrees to provide Lessee an allowance

(the “Allowance”) of $7.00 per square foot of Net Rentable Area in the Premises

(which for purposes hereof is agreed will be 4,270 square feet as of December

1, 2000), being the total sum of $29,890.00 toward the cost of the Lessee

Improvements.  Lessee shall not be entitled

to any credit for any amount not applied to the cost of the Lessee

Improvements.  In the event the

Allowance shall not be sufficient to complete the improvements contemplated by

the approved plans, Lessee shall pay the Excess Costs as prescribed in Exhibit

“B”.




 




B-2-1